MANAGEMENT AGREEMENT









TO:      Dobson Capital Management, Inc.

         1422 S. Van Ness Street

         Santa Ana, California 92707



         Dear Sirs:



         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 the Dobson Covered Call 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.

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, stockholders or

employees of your corporation 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, employees

or stockholders 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.

{PAGE}



                  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; legal, auditing and accounting expenses; non-organizational

expenses of registering shares under federal and state securities laws;

insurance expenses; taxes or governmental fees; fees and expenses of the

,custodian, transfer agent, shareholder service agent, dividend disbursing

agent, plan agent, administrator, accounting and pricing services agent and

distributor of the Fund; expenses, including clerical expenses, of issue, sale,

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