EXHIBIT 60.10 TRANSFER AGENT AGREEMENT THIS AGREEMENT is made and entered into this 3rd day of December, 1999, by and between TriStar Investment Trust, a registered management investment company (the "Fund"), and Mutual Shareholder Services, an Ohio...

EXHIBIT 60.10

TRANSFER AGENT AGREEMENT



THIS AGREEMENT is made and entered into this 3rd
day of December, 1999, by and between TriStar Investment Trust, a
registered management investment company (the "Fund"),
and Mutual Shareholder Services, an Ohio corporation ("MSS").

RECITALS:

A. The Fund is a non-diversified, open-end
management investment company registered with the United States
Securities and Exchange Commission under the Investment Company
Act of 1940, as amended (the "1940 Act"); and

B. The Fund desires to appoint MSS as its
transfer agent and dividend disbursing and redemption agent, and
MSS desires to accept such appointment.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual
covenants herein contained, the parties hereby agree as follows:

1. DUTIES OF MSS.

1.01 Subject to the terms and conditions set
forth in this Agreement, the Fund hereby employs and appoints MSS
to act, and MSS agrees to act, as transfer agent for the Fund’s
authorized and issued shares of beneficial interest of each class
of each portfolio of the Fund (the "Shares"), and as
dividend disbursing and redemption agent for the Fund.

1.02 MSS agrees that it will perform the
following services:


    
(a) In accordance with procedures
    established from time to time by agreement between the Fund
    and MSS, MSS shall:



    

        
(i) Receive for acceptance, orders for
        the purchase of Shares, and promptly deliver payment and
        appropriate documentation therefore to the Custodian of
        the Fund authorized by the Board of Directors of the Fund
        (the "Custodian");
        
(ii) Pursuant to purchase orders, issue
        the appropriate number of Shares and hold such Shares in
        the appropriate Shareholder account;
        
(iii) Receive for acceptance redemption
        requests and redemption directions and deliver the
        appropriate documentation therefore to the Custodian;
        
(iv) At the appropriate time as and
        when it receives monies paid to it by the Custodian with
        respect to any redemption, pay over or cause to be paid
        over in the appropriate manner such monies as instructed
        by the redeeming Shareholders;
        
(v) Effect transfers of Shares by the
        registered owners thereof upon receipt of appropriate
        instructions;
        
(vi) Prepare and transmit payments for
        dividends and distributions declared by the Fund;
        
(vii) Maintain records of account for
        and advise the Fund and its Shareholders as to the
        foregoing; and
        
(viii) Record the issuance of shares of
        the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a
        record of the total number of shares of the Fund which
        are authorized, based upon data provided to it by the
        Fund, and issued and outstanding. MSS shall also provide
        the Fund on a regular basis with the total number of
        shares which are authorized and issued and outstanding
        and shall have no obligation, when recording the issuance
        of shares, to monitor the issuance of such shares or to
        take cognizance of any laws relating to the issue or sale
        of such shares, which functions shall be the sole
        responsibility of the Fund.
    



    
(b) In addition, MSS shall perform all of
    the customary services of a transfer agent, dividend
    disbursing and redemption agent, including but not limited to:
    maintaining all Shareholder accounts, preparing Shareholder
    meeting lists, mailing proxies, receiving and tabulating
    proxies, mailing Shareholder reports and prospectuses to
    current Shareholders, withholding taxes on U.S. resident and
    non-resident alien accounts, preparing and filing U.S.
    Treasury Department Forms 1099 and other appropriate forms
    required with respect to dividends and distributions by
    federal authorities for all Shareholders, preparing and
    mailing confirmation forms and statements of account to
    Shareholders for all purchases and redemptions of Shares and
    other confirmable transactions in Shareholder accounts,
    preparing and mailing activity statements for Shareholders,
    and providing Shareholder account information and provide a
    system and reports which will enable the Fund to monitor the
    total number of Shares sold in each State.
    
Procedures applicable to certain of these
    services may be established from time to time by agreement
    between the Fund and MSS.


2. FEES AND EXPENSES

2.01 In consideration of the services to be
performed by MSS pursuant to this Agreement, the Fund agrees to
pay MSS the fees set forth in the fee schedule attached hereto as
Exhibit "A". 

2.02 In addition to the fee paid under Section
2.01 above, the Fund agrees to reimburse MSS for out-of-pocket
expenses or advances incurred by MSS in connection with
the performance of its obligations under this Agreement. In
addition, any other expenses incurred by MSS at the
request or with the consent of the Fund will be reimbursed by the
Fund.

2.03 The Fund agrees to pay all fees and
reimbursable expenses within five days following the receipt of
the respective billing notice. Postage for mailing of dividends,
proxies, Fund reports and other mailings to all shareholder
accounts shall be advanced to MSS by the Fund at least
seven days prior to the mailing date of such materials.

3. REPRESENTATIONS AND WARRANTIES OF MSS

MSS represents and warrants to the Fund that:

3.01 It is a corporation duly organized and
existing and in good standing under the laws of the State of Ohio.

3.02 It is duly qualified to carry on its
business in the State of Ohio.

3.03 It is empowered under applicable laws and
by its charter and by-laws to enter into and perform this
Agreement.

3.04 All requisite corporate proceedings have
been taken to authorize it to enter into and perform this
Agreement.

3.05 It has and will continue to have access to
the necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.

3.06 MSS is duly registered as a transfer agent
under the Securities Act of 1934 and shall continue to be
registered throughout the remainder of this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE
FUND

The Fund represents and warrants to MSS that:

4.01 It is a Business Trust duly organized and
existing and in good standing under the laws of the State of Ohio.

4.02 It is empowered under applicable laws and
by its charter and By-Laws to enter into and perform this
Agreement.

4.03 All corporate proceedings required by said
charter and By-Laws have been taken to authorize it to enter into
and perform this Agreement.

4.04 It is an open-end and non-diversified
management investment company registered under the 0000 Xxx.

4.05 A registration statement under the
Securities Act of 1933 is currently or will become effective and
will remain effective, and appropriate state securities law
filings as required, have been or will be made and will continue
to be made, with respect to all Shares of the Fund being offered
for sale.

5. INDEMNIFICATION

5.01 MSS shall not be responsible for, and the
Fund shall indemnify and hold MSS harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:


    
(a) All actions of MSS or its agents or
    subcontractors required to be taken pursuant to this
    Agreement, provided that such actions are taken in good faith
    and without gross negligence or willful misconduct.
    
(b) The Fund’s refusal or failure to
    comply with the terms of this Agreement, or which arise out
    of the Fund’s lack of good faith, gross negligence or
    willful misconduct or which arise out of the breach of any
    representation or warranty of the Fund hereunder.
    
(c) The reliance on or use by MSS or its
    agents or subcontractors of information, records and
    documents which (i) are received by MSS or its agents or
    subcontractors and furnished to it by or on behalf of the
    Fund, and (ii) have been prepared and/or maintained by the
    Fund or any other person or firm on behalf of the Fund.
    
(d) The reliance on, or the carrying out by
    MSS or its agents or subcontractors of, any instructions or
    requests of the Fund.
    
(e) The offer or sale of Shares in
    violation of any requirement under the federal securities
    laws or regulations or the securities laws or regulations of
    any state that such Shares be registered in such state or in
    violation of any stop order or other determination or ruling
    by any federal agency or any state with respect to the offer
    or sale of such Shares in such state.


5.02 MSS shall indemnify and hold the Fund
harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising
out of or attributable to any action or failure or omission to
act by MSS as a result of MSS’s lack of good faith, gross or
ordinary negligence or willful misconduct.

5.03 At any time MSS may apply to any officer
of the Fund for instructions, and may consult with legal counsel
with respect to any matter arising in connection with the
services to be performed by MSS under this Agreement, and MSS and
its agents or subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such
counsel. MSS, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by
or on behalf of the Fund, reasonably believed to be genuine and
to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided MSS
or its agents or subcontractors by machine readable input, telex,
CRT data entry or other similar means authorized by the Fund, and
shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund.
MSS, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or registrar, or of
a co-transfer agent or co-registrar.

5.04 In the event either party is unable to
perform its obligations under the terms of this Agreement because
of acts of God, strikes, equipment or transmission failure or
damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages to
the other for any damages resulting from such failure to perform
or otherwise from such causes.

5.05 Neither party to this Agreement shall be
liable to the other party for consequential damages under any
provision of this Agreement or for any act or failure to act
hereunder.

5.06 Upon the assertion of a claim for which
either party may be required to indemnify the other, the party of
seeking indemnification shall promptly notify the other party of
such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who
may be required to indemnify shall have the option to participate
with the party seeking indemnification the defense of such claim.
The party seeking indemnification shall in no case confess any
claim or make any compromise in any case in which the other party
may be required to indemnify it except with the other party’s
prior written consent.

6. COVENANTS OF THE FUND AND MSS

6.01 The Fund shall promptly furnish to MSS a
certified copy of the resolution of the Board of Directors of the
Fund authorizing the appointment of MSS and the execution and
delivery of this Agreement.

6.02 MSS hereby agrees to establish and
maintain facilities and procedures reasonably acceptable to the
Fund for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates,
forms and devices.

6.03 MSS shall keep records relating to the
services to be performed hereunder, in the form and manner as it
may deem advisable. To the extent required by Section 31 of the
1940 Act, as amended, and the Rules thereunder, MSS agrees that
all such records prepared or maintained by MSS relating to the
services to be performed by MSS hereunder are the property of the
Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered
promptly to the Fund on and in accordance with its request.

6.04 MSS and the Fund agree that all books,
records, information and data pertaining to the business of the
other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law.

6.05 In case of any requests or demands for the
inspection of the Shareholder records of the Fund, MSS will
endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. MSS
reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may
be held liable for the failure to exhibit the Shareholder records
to such person, and shall promptly notify the Fund of any unusual
request to inspect or copy the shareholder records of the Fund or
the receipt of any other unusual request to inspect, copy or
produce the records of the Fund.

7. TERM OF AGREEMENT

7.01 This Agreement shall become effective as
of the date hereof and shall remain in force for a period of
three years; provided, however, that each party to this Agreement
have the option to terminate the Agreement without penalty, upon
90 days prior written notice.

7.02 Should the Fund exercise its right to
terminate, all out-of-pocket expenses associated with the
movement of records and material will be borne by the Fund.
Additionally, MSS reserves the right to charge for any other
reasonable expenses associated with such termination.

8. MISCELLANEOUS

8.01 Neither this Agreement nor any rights or
obligations hereunder may be assigned by either party without the
written consent of the other party. This Agreement shall inure to
the benefit of and be binding upon the parties and their
respective permitted successors and assigns.

8.02 This Agreement may be amended or modified
by a written agreement executed by both parties and authorized or
approved by a resolution of the Board of Directors of the Fund.

8.03 The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the
State of Ohio as at the time in effect and the applicable
provisions of the 1940 Act. To the extent that the applicable law
of the State of Ohio, or any of the provisions here in, conflict
with the applicable provisions of the 1940 Act, the latter shall
control.

8.04 This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether oral
or written.

8.05 All notices and other communications
hereunder shall be in writing, shall be deemed to have been given
when received or when sent by telex or facsimile, and shall be
given to the following addresses (or such other addresses as to
which notice is given):

IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above
written.

    

        
To the Fund:
        
To MSS:
    
    

        
TriStar Investment Trust 
        00000 Xxxxxxxx Xxxxx 
        Xxxxx Xxxx, Xxxx 00000
        
Mutual Shareholder Services 
        0000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 
        Xxxxxxxxx, XX 00000
    







    

        
Fund: 
        TriStar Investment Trust
        
 
        Mutual Shareholder Services, LLC
    
    

        
 
         
        By: /s/ Xxxxxxx X. Xxxxxxxxx 
        Its: President 
        
 
         
        By:___________________________ 
        Its: ___________________________