INVESTMENT ADVISORY AGREEMENT



      AGREEMENT made as of the 13th day of May, 2002, between Legacy Funds

Group, a Massachusetts business trust (the "Trust"), and First Financial Capital

Advisors LLC, an Ohio limited liability company (the "Advisor").



      WHEREAS, the Advisor is registered as an investment advisor under the

Investment Advisors Act of 1940, as amended, and is engaged principally in the

business of rendering investment management services;



      WHEREAS, the Trust is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended (the "1940 Act");



      WHEREAS, the Trust 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 Trust currently offers the series of Shares named on Schedule

1 hereto, as such Schedule may be revised from time to time (each, a "Fund"),

and may offer additional series in the future;



      WHEREAS, the Trust desires to retain the services of the Advisor to

provide a continuous program of investment management for the Funds; and



      WHEREAS, the Advisor is willing, in accordance with the terms and

conditions hereof to provide such services to the Trust on behalf of the Funds.



      NOW, THEREFORE, in consideration of the mutual agreements set forth herein

and intending to be legally bound hereby, it is agreed between the parties as

follows:



1. APPOINTMENT OF ADVISOR



      The Trust hereby appoints the Advisor to provide the advisory services set

forth herein to the Funds and the Advisor agrees to accept such appointment and

agrees to render the services set forth herein for the compensation herein

provided. In carrying out its responsibilities under this Agreement, the Advisor

shall at all times act in accordance with the investment objectives, policies

and restrictions applicable to the Funds as set forth in the then-current

Registration Statement of the Trust, applicable provisions of the 1940 Act and

the rules and regulations promulgated thereunder and other applicable federal

securities laws and regulations.



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2. DUTIES OF ADVISOR



      The Advisor shall provide a continuous program of investment management

for each Fund. Subject to the general supervision of the Trust's Board of

Trustees, the Advisor shall have sole investment discretion with respect to the

Funds, including investment research, selection of the securities to be

purchased and sold and the portion of the assets of each Fund, if any, that

shall be held uninvested, and the selection of broker-dealers through which

securities transactions in the Funds will be executed. The Advisor shall manage

the Funds in accordance with the objectives, policies and limitations set forth

in the Trust's current Prospectus and Statement of Additional Information. The

Advisor shall be permitted to employ one or more sub-investment advisors (each,

a "Sub-Advisor") to provide the day-to-day management of the investment of those

Funds indicated on Schedule 1 hereto. Specifically, and without limiting the

generality of the foregoing, the Advisor agrees that it will:



            (a) promptly advise each Fund's designated custodian bank and

      administrator or accounting agent of each purchase and sale, as the case

      may be, made on behalf of the Fund, specifying the name and quantity of

      the security purchased or sold, the unit and aggregate purchase or sale

      price, commission paid, the market on which the transaction was effected,

      the trade date, the settlement date, the identity of the effecting broker

      or dealer and/or such other information, and in such manner, as may from

      time to time be reasonably requested by the Trust;



            (b) maintain all applicable books and records with respect to the

      securities transactions of the Funds. Specifically, but without

      limitation, the Advisor agrees to maintain with respect to each Fund those

      records required to be maintained under Rule 31a-1(b)(1), (b)(5) and

      (b)(6) under the 1940 Act including, without limitation, records which

      reflect securities purchased or sold by the Fund, showing for each such

      transaction, the market on which the transaction was effected, the trade

      date, the settlement date, and the identity of the executing broker or

      dealer. The Advisor will preserve such records in the manner and for the

      periods prescribed by Rule 31a-2 under the 1940 Act. The Advisor

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