Exhibit (d)28

                                 ALLEGIANT FUNDS
                SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

      This SECOND AMENDEMENT TO INVESTMENT ADVISORY AGREEMENT (the "Second
Amendment") dated as of October 1, 2008, by and between ALLEGIANT FUNDS, a
Massachusetts business trust, located in King of Prussia, Pennsylvania (the
"Trust") and ALLEGIANT ASSET MANAGEMENT COMPANY, located in Cleveland, Ohio (the
"Adviser").

      WHEREAS, the parties have entered into an Advisory Agreement dated June 9,
2000 with respect to the Trust's Mid Cap Growth, Government Mortgage and
Michigan Intermediate Municipal Bond Funds ("Investment Advisory Agreement");
and

      WHEREAS, the Board of Trustees of the Trust have approved certain
reductions in fees payable with respect to the Government Mortgage and Michigan
Intermediate Municipal Bond Funds;

      NOW, THEREFORE, it is agreed among the parties hereto as follows:

      1. COMPENSATION. The first paragraph of Section 8 of the Investment
Advisory Agreement, as heretofore amended, is amended and restated in its
entirety to read as follows:

      "8. COMPENSATION. For services provided and the expenses assumed pursuant
to this Agreement, the Trust will pay the Adviser from the assets belonging to
the Funds and the Adviser will accept as full compensation therefore fees,
computed daily and paid monthly, at the following rates: 1.00 % the average
daily net assets of the Mid Cap Growth Fund of $0 to less than $1 billion; 0.95%
the average daily net assets of the Fund of $1 billion to less than $1.5
billion; 0.90% the average daily net assets of the Fund of $1.5 billion and
over; 0.40% of the average daily net assets of the Government Mortgage Fund; and
0.40% of average daily net assets of the Michigan Intermediate Municipal Bond
Fund."

      4. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
used in this Second Amendment shall have their respective defined meanings
ascribed to them in the Investment Advisory Agreement.

      5. MISCELLANEOUS. Except to the extent expressly amended by this Second
Amendment, the Investment Advisory Agreement shall remain unchanged and in full
force and effect. References therein to "this Agreement," "hereby," "herein,"
and the like shall be deemed to refer to the Investment Advisory Agreement, as
amended by this Second Amendment. This Second Amendment may be executed in two
or more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.



      IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

                                      ALLEGIANT FUNDS

                                      By:    /s/ Kathleen T. Barr
                                             ----------------------------
                                      Title: Chief Administrative Officer

                                      ALLEGIANT ASSET MANAGEMENT COMPANY

                                      By:    /s/ Joseph C. Penko
                                             ----------------------------
                                      Title: Managing Director