SUBSCRIPTION AGREEMENT


THIS AGREEMENT by and between James Paul  Cunningham and Freda Marie  Cunningham
("Cunninghams"),  as joint  tenants  with right of  survivorship,  citizens  and
residents  of the State of  Oklahoma  and the Merit  Advisors  Investment  Trust
("Trust"),  a statutory  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 the Cunninghams  and the Cunninghams  hereby
subscribe to purchase  5,000 shares  ("Shares")  of  beneficial  interest of the
Merit High  Yield  Fund,  a series of the Trust,  with a par value of $0.001 per
Share, at a price of twenty dollars ($20.00) per each Share.

     2. The Cunninghams agree to pay $100,000.00 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. The Cunninghams  acknowledge  that the Shares to be purchased  hereunder
have not been 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.  The Cunninghams  also understand that any resale of the Shares,  or any
part thereof,  may be subject to restrictions under the federal securities laws,
and that the  Cunninghams  may be  required  to bear  the  economic  risk of any
investment in the Shares for an indefinite period of time.

     4. The Cunninghams represent and warrant that they are acquiring the Shares
solely for their 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 they have
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. The  Cunninghams  agree that they 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 23rd day of February, 2004.


By:      /s/ James Paul Cunningham
         ________________________
         James Paul Cunningham


By:      /s/ Freda Marie Cunningham
         ________________________
         Freda Marie Cunningham


Merit Advisors Investment Trust


By:      /s/ James Paul Cunningham
         _________________________
         James Paul Cunningham
         President