MANAGEMENT AGREEMENT



TO:   StoneRidge Investment Partners, LLC

      3421 Saint Davids Road

      Newtown Square, PA  19073



Dear Sirs:



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

you.



     The Trust has been  organized  to engage in the  business of an  investment

company.  The Trust currently offers several series of shares to investors,  one

of which is StoneRidge 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.



         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  corporation  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.



     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;

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