MANAGEMENT AGREEMENT



To:      Bates Total Asset Management, Inc.

         401 Junction Highway

         Kerrville, Texas 78028





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 the RiverGuide 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 all operating expenses of the Fund not specifically assumed by

the Fund,  including the  compensation and expenses of any employees of the Fund

and of any other  persons  rendering  any  services  to the Fund;  clerical  and

shareholder service staff salaries; office space and other office expenses; fees

and expenses  incurred by the Fund in connection  with  membership in investment

company  organizations;  legal,  auditing and accounting  expenses;  expenses of

registering  shares under federal and state securities laws,  including expenses

incurred  by  the  Fund  in  connection  with  the   organization   and  initial

registration of shares of the Fund; insurance expenses; fees and expenses of the

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

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

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

or  repurchase  of shares of the Fund;  the cost of preparing  and  distributing

reports  and  notices  to  shareholders,  the  cost  of  printing  or  preparing

prospectuses   and  statements  of  additional   information   for  delivery  to

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