MONTEAGLE FIXED INCOME FUND

SUB-ADVISORY AGREEMENT

THIS SUB-ADVISORY AGREEMENT, dated as of _________, 2005, between Nashville Capital Corporation, a Tennessee corporation (the Manager), and Howe and Rusling, Inc., a New York corporation (the Adviser).

W I T N E S S E T H:

WHEREAS, the Manager acts as the investment manager to various series of Unified Series Trust, an Ohio business trust (the Trust), pursuant to Management Agreements of even date herewith (each, a Management Agreement);

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act); and

WHEREAS, the Manager desires to retain the Adviser to render investment Advisory services to the funds of the Trust set forth on the Exhibits to this Agreement (the Funds), and the Adviser is willing to render such services.

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, the parties hereto agree as follows:

Section 1.              Appointment and Status of Adviser. The Manager hereby appoints the Adviser to act as its agent to provide investment advisory service to each class of shares of beneficial interest of the Trust set forth on an executed Exhibit to this Agreement (each a Fund), for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. Although the Adviser shall be an agent of the Manager, the Adviser shall for all purposes herein be deemed to be an independent contractor of the Manager and the Trust and shall, unless otherwise expressly provided herein or authorized by the Manager or the Board of Trustees of the Trust from time to time, have no authority to act for or represent the Manager or the Trust in any way or otherwise be deemed an agent of the Trust.

Section 2.              Advisers Duties. Subject to the general supervision of the Trusts Board of Trustees (the Board) and the Manager, the Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Funds investment objective, policies and restrictions as stated in the Trusts then-current Prospectus and Statement of Additional Information (together, the Prospectus) and subject to the following understandings:

(a)           The Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash;

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