MANAGEMENT AGREEMENT





TO:    Financial Counselors, Inc.

       442 West 47th Street

       Kansas City, MO 64112



Dear Ladies and Gentlemen:



     Unified  Series Trust (the "Trust")  herewith  confirms our agreement  with

you.



     The Trust has been  organized  to engage in the  business  of a  registered

open-end investment company. The Trust currently offers several series of shares

to investors, one of which is FCI Equity Fund (the "Fund").



     You have been  selected to act as the sole  investment  adviser of the Fund

and to provide  certain other services,  as more fully set forth below,  and you

are willing to act as such investment adviser and to perform such services under

the terms and conditions  hereinafter set forth.  Accordingly,  the Trust agrees

with you as follows effective upon the date of the execution of this Agreement.



     1.   ADVISORY SERVICES

          -----------------



     You will regularly  provide the Fund with such investment  advice as you in

your discretion deem advisable and will furnish a continuous  investment program

for the Fund consistent with the Fund's investment objectives and policies.  You

will  determine  the  securities  to be purchased  for the Fund,  the  portfolio

securities  to be held or sold by the Fund and the portion of the Fund's  assets

to be held  uninvested,  subject  always to the  Fund's  investment  objectives,

policies  and  restrictions,  as each of the same  shall be from time to time in

effect,  and subject  further to such policies and  instructions as the Board of

Trustees for the Trust (the "Board") may from time to time  establish.  You will

advise  and  assist  the  officers  of the  Trust in  taking  such  steps as are

necessary  or  appropriate  to carry  out the  decisions  of the  Board  and the

appropriate committees of the Board regarding the conduct of the business of the

Fund.  You  also  will be  responsible  for  voting  proxies  with  respect  to

securities  held by the Fund and reporting the Fund's proxy voting record to the

Fund's administrator in the form required by SEC Form N-PX.





     2.   ALLOCATION OF CHARGES AND EXPENSES

          ----------------------------------



     You will pay the  compensation  and expenses of any persons  rendering  any

services to the Fund who are officers,  directors, equity owners or employees of

your company and will make available,  without expense to the Fund, the services

of such of your  employees  as may duly be elected  officers  or trustees of the

Trust,  subject  to their  individual  consent  to serve and to any  limitations

imposed by law.  The  compensation  and expenses of any  officers,  trustees and

employees  of the  Trust  who are not  officers,  directors,  equity  owners  or

employees of your  company  will be paid by the Fund.  You will pay all expenses

incurred  by  the  Trust  in  connection  with  the   organization  and  initial

registration  of shares of the Fund.  You also will be  responsible  for voting

proxies with respect to  securities  held by the Fund and  reporting  the Fund's

proxy voting record to the Fund's administrator in the form required by SEC Form

N-PX.





     The Fund will be responsible  for the payment of all operating  expenses of

the Fund,  including fees and expenses  incurred by the Fund in connection  with

membership in investment company organizations;  brokerage fees and commissions;

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