SUBSCRIPTION AGREEMENT



THIS AGREEMENT by and between Franklin Street Trust Company ("Company"), a North
Carolina  corporation and the FSP Investment Trust  ("Trust"),  a business trust
organized and existing under and by virtue of the laws of the State of Delaware.

         In consideration  of the mutual promises set forth herein,  the parties
agree as follows:

         1. The Trust agrees to sell to Company and Company hereby subscribes to
purchase 10,000 shares ("Shares") of beneficial  interest of The Franklin Street
Core Equity Fund, a series of the Trust, with a par value of $0.00 per Share, at
a price of ten dollars ($10.00) per each Share.

         2.  Company  agrees to pay  $100,000 for all such Shares at the time of
their  issuance,  which shall occur upon call of the President of the Trust,  at
any time on or before the effective date of the Trust's  Registration  Statement
filed by the Trust on Form  N-1A with the  Securities  and  Exchange  Commission
("Registration Statement").

         3. Company  acknowledges that the Shares to be purchased hereunder have
not been,  and will not be,  registered  under the federal  securities  laws and
that,  therefore,   the  Trust  is  relying  on  certain  exemptions  from  such
registration  requirements,  including exemptions dependent on the intent of the
undersigned in acquiring the Shares. Company also understands that any resale of
the  Shares,  or any part  thereof,  may be  subject to  restrictions  under the
federal  securities  laws, and that Company may be required to bear the economic
risk of any investment in the Shares for an indefinite period of time.

         4. Company  represents  and warrants  that its is acquiring  the Shares
solely for its own account  and solely for  investment  purposes  and not with a
view to the resale or disposition  of all or any part thereof,  and that its has
no present plan or  intention to sell or otherwise  dispose of the Shares or any
part thereof at any time in the near future.

         5. Company agrees that it will not sell or dispose of the Shares or any
part thereof, except to the Trust itself, unless the Registration Statement with
respect to such Shares is then in effect under the  Securities  Act of 1933,  as
amended.











IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement by their
duly authorized representatives this 28TH day of March, 2002.

                  FRANKLIN STREET TRUST COMPANY

                  By:    /s/ Richard V. Fulp
                         Richard V. Fulp
                  Title: Chairman





                  FSP INVESTMENT TRUST

                  By:  /s/ Julian G. Winters
                           Julian G. Winters
                  Title:   Trustee
























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