EXHIBIT 30.10 INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT ("Agreement"), is made and entered into by and between TriStar Investment Trust, an Ohio business trust (the "Fund"), and TriStar Capital Management Corp., an Ohio...

EXHIBIT 30.10

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT ("Agreement"),
is made and entered into by and between TriStar Investment Trust,
an Ohio business trust (the "Fund"), and TriStar
Capital Management Corp., an Ohio corporation (the "Investment
Adviser"). WITNESSETH:

WHEREAS, the Fund, and open-end, non-diversified
investment company registered under the Investment Company Act of
1940 (the "1940 Act"), wishes to retain the Investment
Adviser to provide investment advisory services to the Fund; and

WHEREAS, the Investment Adviser is willing to
furnish such services on the terms and conditions hereinafter set
forth;

NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, it is agreed as
follows:

1.Employment of the Investment Adviser. The
Fund hereby appoints the Investment Adviser to manage the
investment and reinvestment of assets of the TriStar Large Cap
Stock Fund and any other portfolio of the Fund which may be
hereafter designated as a separate series for the period and on
the terms set forth in this Agreement. The Investment Adviser
accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.

2.Obligations of the Fund. The Fund shall at
all times inform the Investment Adviser as to the securities
owned by it, the funds available or to become available for
investment by it, and generally as to the condition of its
affairs. It shall furnish the Investment Adviser with such other
documents and information with regard to its affairs as the
Investment Adviser may from time to time reasonably request.

3. Obligations of the Investment Adviser.
Subject to the direction and control of the Fund's Board of
Trustees, the Investment Adviser shall regularly provide the Fund
with investment research, advice, management and supervision and
shall furnish a continuous investment program for the Fund's
portfolio of securities consistent with the Fund's investment
objective, policies, and limitations as stated in the Fund's
current Prospectus and Statement of Additional Information. The
Investment Adviser shall determine from time to time what
securities will be purchased, retained or sold by the Fund, and
shall implement those decisions, all subject to the provisions of
the Fund's Declaration of Trust, the 1940 Act, the applicable
rules and regulations of the Securities and Exchange Commission,
and other applicable federal and state laws, as well as the
investment objectives, policies, and limitations of the Fund. In
placing orders for the Fund with brokers and dealers with respect
to the execution of the Fund's securities transactions, the
Investment Adviser shall attempt to obtain the best net results.
In doing so, the Investment Adviser may consider such factors
which it deems relevant to the Fund's best interest, such as
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction, the reputation, experience and financial stability
of the broker-dealer involved and the quality of service rendered
by the broker-dealer in other transactions. The Investment
Adviser shall have the discretionary authority to utilize certain
broker-dealers even though it may result in the payment by the
Fund of an amount of commission for effecting a securities
transaction in excess of the amount of commission another broker-dealer
would have charged for effecting that transaction, providing,
however, that the Investment Adviser had determined that such
amount of commission was reasonable in relation to the value of
the brokerage and research services provided by the broker-dealer
effecting the transaction. In no instance will portfolio
securities be purchased from or sold to the Investment Adviser or
any affiliated person thereof except in accordance with the rules
and regulations promulgated by the Securities and Exchange
Commission pursuant to the 1940 Act. The Investment Adviser shall
also provide advice and recommendations with respect to other
aspects of the business and affairs of the Fund and shall perform
such other functions of management and supervision as may be
directed by the Board of Trustees of the Fund, provided that in
no event shall the Investment Adviser be responsible for any
expense occasioned by the performance of such functions.

4.Expenses of the Fund. The Investment Adviser
is responsible for (i) the compensation of any of the Fund's
trustees, officers and employees who are interested persons of
the Investment Adviser, (ii) compensation of the Investment
Adviser's personnel and other expenses in connection with the
provisions of portfolio management services under this Agreement,
and (iii) expenses of printing and distributing the Fund's
prospectus and sales and advertising materials to prospective
clients. Other than as herein specifically indicated, the
Investment Adviser shall not be responsible for the Funds
expenses. Specifically, the Investment Adviser will not be
responsible, except to the extent of the reasonable compensation
of employees of the Fund whose services may be used by the
Investment Adviser hereunder, for any of the following expenses
of the Fund, which expenses shall be borne by Fund: legal and
audit expenses, organizational expenses; interest; taxes;
governmental fees; industry association fees; the cost (including
brokerage commissions or charges, if any) of securities purchased
or sold by the Fund and any losses incurred in connection
herewith; fees, if any, of custodians, transfer agents,
registrars or other agents; distribution fees; expenses of
preparing share certificates; expenses relating to the redemption
or repurchase of the Fund's shares; fees and expenses of
registering the Fund's shares under the federal securities laws
and of qualifying its shares under applicable state Blue Sky laws,
including expenses attendant upon renewing such registrations and
qualifications; expenses of preparing, setting in print, printing
and distributing prospectuses, proxy statements, reports, notices,
and dividends to fund shareholders; cost of stationary; costs of
shareholders and other meetings of the Fund; compensation and
expenses of the independent trustees of the Fund; fidelity bond
and other insurance covering the Fund and its officers and
trustees.

5.Limitations on Salaries. No trustee, officer
or employee of the Fund shall receive from the Fund any salary or
other compensation as such trustee, officer or employee while he
is at the same time director, officer or employee of the
Investment Adviser or any affiliated company of the Investment
Adviser. This paragraph shall not apply to trustees, executive
committee members, consultants and other persons who are not
regular members of the Investment Adviser's or any affiliated
company's staff.

6.Compensation. As compensation for the
services performed by the Investment Adviser, the Fund shall pay
the Investment Adviser, as promptly as possible after the last
day of each month, a fee, accrued each calendar day (including
weekends and holidays) at a rate of 0.50% per annum of the daily
net assets of the fund up to $10 million, 0.30% of such assets
from $10 million to $50 million, and 0.20% of such assets in
excess of $50 million. The first payment of fee hereunder shall
be prorated on a daily basis from the date this Agreement takes
effect. The advisor may at its discretion, forego sufficient fees
which would have the effect of lowering the Fund’s expense
ratio and increasing the yield to shareholders. The Investment
Adviser shall reduce such fee or, if necessary, make payments to
the Fund to the extent required to satisfy any limitations with
respect thereto imposed by the securities laws or regulations
thereunder of any state in which the Fund's shares are qualified
for sale. The daily net assets of the Funds shall be computed as
of the time of the regular close of business of the New York
Stock Exchange, or such other time as may be determined by the
Board of Trustees of the Fund. Any of such payments as to which
the Investment Adviser may so request shall be accompanied by a
report of the Fund prepared either by the Fund or by a reputable
firm of independent accountants which shall show the amount
properly payable to the Investment Adviser under this Agreement
and detailed computation thereof.

7.Limitation of Liability. The Investment
Adviser assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith, and
shall not be responsible for any action of the Board of Trustees
of the Fund in the following or declining to follow any advice or
recommendation of the Investment Adviser; provided that nothing
in this Agreement shall protect the Investment Adviser against
any liability to the Fund or its stockholders to which it would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason
of its reckless disregard of its obligations and duties hereunder.

8.Independent Contractor. The Investment
Adviser shall be an independent contractor and shall have no
authority to act for or represent the Fund in its investment
commitments unless otherwise provided. No agreement, bid, offer,
commitment, contract or other engagement entered into by the
Investment Adviser whether on behalf of the Investment Adviser or
whether purporting to have been entered unto on behalf of the
Fund shall be binding upon the Fund, and all acts authorized to
be done by the Investment Adviser under this Agreement shall be
done by it as an independent contractor and not as an agent.

9.Activities of the Investment Adviser. Nothing
in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Investment Adviser who may
also be a trustee, officer, or employee of the Fund, to engage in
any other business or to devote his time and attention in part to
the management or other aspects of any other business, whether of
a similar nature or dissimilar nature, nor to limit or restrict
the right of the Investment Adviser to engage in any other
business or to render services of any kind, including investment
advisory services, to any other corporation, firm, individual or
association.

10. Definitions. As used in this Agreement, the
terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall
have meanings given to them by Section 2(a) of the 1940 Act,
subject to such exemptions as may be granted by the Securities
and Exchange Commission by any rule, regulation or order.

11. Termination. This Agreement shall terminate
automatically in the event of its assignment by the Investment
Adviser and shall not be assignable by the Fund without consent
of the Investment Adviser. This Agreement may also be terminated
at any time, without payment of penalty (i) by the Fund either by
vote of the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Fund, on 60
days written notice to the Investment Adviser, or (ii) by the
Investment Adviser on 60 days written notice to the Fund. Upon
the 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 or a
breach of this Agreement committed prior to such termination and
except or the obligation of the Fund to pay to the Investment
Adviser the fee provided in Paragraph 6 hereof, prorated to the
date of termination.

12. Term. This Agreement shall become effective
on the effective date of the first public offering of the Fund's
shares and shall continue in effect for one year and from year to
year thereafter only so long as specifically approved annually by
(i) the Fund's Board of Trustees and by a vote of the holders of
a majority of the outstanding voting securities of the Fund, or (ii)
a majority of the Trustees who are not parties to the Agreement
or "interested persons" (as defined in the Act) of any
such party cast in person at a meeting called for the purpose of
voting on such approval.

13. Amendments. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no material amendment of this agreement shall be
effective until approved by vote of the holders of a majority of
the Fund's outstanding voting securities.

14. Severability. If any provision of this
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors.

15. Governing Law. This agreement shall be
construed in accordance with and governed by the Laws of the
State of Ohio.

IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed and sealed by their duly
authorized officers this 3rd day of December 1999.


TriStar Investment Trust

        

        

        By: /s/ Xxxxxxx X. Xxxxxxxxx

        Xxxxxxx X. Xxxxxxxxx, President

        

        

        ATTEST

        

        

        By: /s/ Xxxxxx X. Xxxxxxx

        Xxxxxx X. Xxxxxxx, Vice Pres. TriStar Capital Management Corp.

        

        

        By: /s/ Xxxxxxx X. Xxxxxxxxx

        Xxxxxxx X. Xxxxxxxxx, President

        

        

        ATTEST

        

        

        By: /s/ Xxxxx X. Xxxxxxxxx 

        Xxxxx X. Xxxxxxxxx, Secy.