EXHIBIT 40.10 SUBSCRIPTION AGREEMENT For and in consideration of the mutual agreements herein contained, Russell P. Stockhaus, hereinafter referred to as "Subscriber" hereby agrees to purchase from the TriStar Large Cap Stock Fund (the "Fund"), a...

EXHIBIT 40.10

SUBSCRIPTION AGREEMENT

For and in consideration of the mutual
agreements herein contained, Xxxxxxx X. Xxxxxxxxx, hereinafter
referred to as "Subscriber" hereby agrees to purchase
from the TriStar Large Cap Stock Fund (the "Fund"), a
mutual fund series of TriStar Investment Trust and Fund agrees to
sell to Subscriber 10,000 shares of capital stock of Fund, par
value $1.00 per share, at the price of $10.00 per share, upon the
following terms and conditions:

Subscriber agrees to pay $100,000 to Fund upon
demand.

Fund will not issue any securities or receive
any of the proceeds of this subscription until subscriptions
identical in form to this one have been made by not more than 25
persons (which shall include Subscriber) to purchase from Fund
securities for an aggregate net amount, which plus Fund's then
net worth will equal at least $100,000.

Unless such aggregate net amount is paid to
Fund and Fund then has $100,000 of net worth within 90 days after
December 3rd, 1999, the date on which the registration statement
filed under the Securities Act of 1933 with respect to the Fund's
capital stock became effective, then this subscription shall
become null and void and the full amount paid in by the
Subscriber will be refunded to Subscriber on demand without any
deduction.

In the event that such aggregate net amount of
cash has been paid in and Fund has a net worth of at least $100,000
within 90 days after such registration statement has become
effective, then this subscription shall be in full force and
effect; and Fund may retain all funds tendered to it.

Subscriber agrees that the shares are being
purchased for investment with no present intention of reselling
or redeeming said shares.

It is understood that said aggregate net amount
will be paid in to Fund before any subscriptions for Fund capital
stock will be accepted from any persons in excess of twenty-five.



Subscriber of shares of the TriStar Large Cap
Stock Fund

By:/s/ Xxxxxxx X. Xxxxxxxxx 12/03/99

Xxxxxxx X. Xxxxxxxxx Date





Subscription agreed to TriStar Large Cap Stock
Fund

By:/s/ Xxxxxxx X. Xxxxxxxxx 12/03/99

Xxxxxxx X. Xxxxxxxxx Date

Chairman, Board of Trustees

TriStar Investment Trust