EXHIBIT 60.20 ACCOUNTING SERVICES 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 LLC...

EXHIBIT 60.20

ACCOUNTING SERVICES 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 LLC ("MSS").an Ohio
corporation.

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. MSS is a corporation experienced in
providing accounting services to mutual funds and possesses
facilities sufficient to provide such services; and

C. The Fund desires to avail itself of the
experience, assistance and facilities of MSS and to have MSS
perform the Fund certain services appropriate to the operations
of the Fund, and MSS is willing to furnish such services in
accordance with the terms hereinafter set forth.

AGREEMENTS:

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

1. DUTIES OF MSS.

MSS will provide the Fund with the necessary
office space, communication facilities and personnel to perform
the following services for the Fund:

(a) Timely calculate and transmit to NASDAQ the
daily net asset value of each class of shares of each portfolio
of the Fund, and communicate such value to the Fund and its
transfer agent;

(b) Maintain and keep current all books and
records of the Fund as required by Rule 31a-1 under the 1940 Act,
as such rule or any successor rule may be amended from time to
time ("Rule 31a-1"), that are applicable to the
fulfillment of MSS's duties hereunder, as well as any other
documents necessary or advisable for compliance with applicable
regulations as may be mutually agreed to between the Fund and MSS.
Without limiting the generality of the foregoing, MSS will
prepare and maintain the following records upon receipt of
information in proper form from the Fund or its authorized agents:


    
- Cash
    receipts journal

    - Cash disbursements journal

    - Dividend
    record

    - Purchase
    and sales - portfolio securities journals

    - Subscription
    and redemption journals

    - Security
    ledgers

    - Broker
    ledger

    - General
    ledger

    - Daily
    expense accrualS

    - Daily
    income accruals

    - Securities
    and monies borrowed or loaned and collateral therefore

    - Foreign
    currency journals

    - Trial
    balances


(c) Provide the Fund and its investment adviser
with daily portfolio valuation, net asset value calculation and
other standard operational reports as requested from time to time.

(d) Provide all raw data available from its
fund accounting system for the preparation by the Fund or its
investment advisor of the following:


    
1. Semi-annual financial statements;

    2. Semi-annual form N-SAR;

    3. Annual tax returns;

    4. Financial data necessary to update form N-1A;

    5. Annual proxy statement.


(e) Provide facilities to accommodate annual
audit and any audits or examinations conducted by the Securities
and Exchange Commission or any other governmental or quasi-governmental
entities with jurisdiction.

MSS shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of
the Fund.

2. FEES AND EXPENSES.

(a) 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.

(b) In addition to the fees paid under
paragraph (a) 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.

(c) The Fund agrees to pay all fees and
reimbursable expenses within five days following the receipt of
the respective billing notice.

3. LIMITATION OF LIABILITY OF MSS.

(a) MSS shall be held to the exercise of
reasonable care in carrying out the provisions of the Agreement,
but shall not be liable to the Fund for any action taken or
omitted by it in good faith without gross negligence, bad faith,
willful misconduct or reckless disregard of its duties hereunder.
It shall be entitled to rely upon and may act upon the accounting
records and reports generated by the Fund, advice of the Fund, or
of counsel for the Fund and upon statements of the Fund's
independent accountants, and shall not be liable for any action
reasonably taken or omitted pursuant to such records and reports
or advice, provided that such action is not, to the knowledge of
MSS, in violation of applicable federal or state laws or
regulations, and provided further that such action is taken
without gross negligence, bad faith, willful misconduct or
reckless disregard of its duties.

(b) Nothing herein contained shall be construed
to protect MSS against any liability to the Fund to which MSS
shall otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence in the performance of its duties to the
Fund, reckless disregard of its obligations and duties under this
Agreement or the willful violation of any applicable law.

(c) Except as may otherwise be provided by
applicable law, neither MSS nor its stockholders, officers,
directors, employees or agents shall be subject to, and the Fund
shall indemnify and hold such persons harmless from and against,
any liability for and any damages, expenses or losses incurred by
reason of the inaccuracy of information furnished to MSS by the
Fund or its authorized agents.

4. REPORTS.

(a) The Fund shall provide to MSS on a
quarterly basis a report of a duly authorized officer of the Fund
representing that all information furnished to MSS during the
preceding quarter was true, complete and correct in all material
respects. MSS shall not be responsible for the accuracy of any
information furnished to it by the Fund or its authorized agents,
and the Fund shall hold MSS harmless in regard to any liability
incurred by reason of the inaccuracy of such information.

(b) Whenever, in the course of performing its
duties under this Agreement, MSS determines, on the basis of
information supplied to MSS by the Fund or its authorized agents,
that a violation of applicable law has occurred or that, to its
knowledge, a possible violation of applicable law may have
occurred or, with the passage of time, would occur, MSS shall
promptly notify the Fund and its counsel of such violation.

5. ACTIVITIES OF MSS.

The services of MSS under this Agreement are
not to be deemed exclusive, and MSS shall be free to render
similar services to others so long as its services hereunder are
not impaired thereby.

6. ACCOUNTS AND RECORDS.

The accounts and records maintained by MSS
shall be the property of the Fund, and shall be surrendered to
the Fund promptly upon request by the Fund in the form in which
such accounts and records have been maintained or preserved. MSS
agrees to maintain a back-up set of accounts and records of the
Fund (which back-up set shall be updated on at least a weekly
basis) at a location other than that where the original accounts
and records are stored. MSS shall assist the Fund's independent
auditors, or, upon approval of the Fund, any regulatory body, in
any requested review of the Fund's accounts and records. MSS
shall preserve the accounts and records as they are required to
be maintained and preserved by Rule 31a-1.

7. CONFIDENTIALITY.

MSS agrees that it will, on behalf of itself
and its officers and employees, treat all transactions
contemplated by this Agreement, and all other information germane
thereto, as confidential and not to be disclosed to any person
except as may be authorized by the Fund.

8. TERM OF AGREEMENT.

(a) 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.

(b) Should the Fund exercise its right to
terminate, all out-of-pocket expenses associated with the
movements 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.

9. MISCELLANEOUS.

(a) 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.

(b) 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 herein, conflict
with the applicable provisions of the 1940 Act, the latter shall
control.

(c) This Agreement may be amended by the
parties hereto only if such amendment is in writing and signed by
both parties.

(d) 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.

(e) 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
    





    

        
TriStar Investment Trust
        
Mutual Shareholder Services, LLC.
    
    

        
 
        By: Xxxxxxx X. Xxxxxxxxx 
        Its: President 
        
 
        By: ________________________________  
        Its: ________________________________