MANAGEMENT AGREEMENT
TO: Quixote Capital Management, LLC
0000 XXX Xxxxxxx, Xxxxx 000,
Xxxxxxxxx Xxxxxxx, XX 00000
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 QCM Absolute Return 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 bear any expenses incurred in
connection with voting proxies with respect to securities held in the Fund's
portfolio.
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, redemption
or repurchase of shares of the Fund; the fees and expenses of trustees of the
Trust who are not affiliated with you; 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 the Fund's
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; such extraordinary or non-recurring expenses
as may arise, including litigation to which the Trust may be a party and
indemnification for the Trust's officers and Trustees with respect thereto; or
any other expense not specifically described above incurred in the performance
of the Fund's obligations. All other expenses not assumed by you herein incurred
by the Fund in connection with the organization, registration of shares and
operations of the Fund will be borne by the Fund. The Fund will also pay
expenses which it is authorized to pay pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act").
You may obtain reimbursement from the Fund, at such time or times
as you may determine in your sole discretion, for any of the expenses advanced
by you, which the Fund is obligated to pay, and such reimbursement shall not be
considered to be part of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made as
provided in this Agreement, as of the last business day of each month, the Fund
will pay you a fee at the annual rate of 1.25% of the average value of its daily
net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
You agree that the Board of Trustees may suspend the payment of the
advisory fee set forth above if you fail to follow directions of the Board as
communicated to you in writing on behalf of the Board by its agents or the
Trust's administrator, until such time as you reasonably comply with such
directions.
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
Fund with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for providing
trade tickets on a timely basis to Unified Fund Services, Inc., the Trust's
administrator, following the execution of trade orders. You agree to comply with
the Trust's Good Faith Pricing Guidelines, as adopted by the Board and amended
from time to time, in determining the fair value of securities held in the
Fund's portfolio for which no current market price is readily available.
You will be responsible for the negotiation and the allocation of
principal business and portfolio brokerage. In the selection of brokers or
dealers and placing of orders, you are directed at all times to seek for the
Fund the best qualitative execution, taking into account such factors as price
(including the applicable brokerage commission or dealer spread), the execution
capability, financial responsibility and responsiveness of the broker or dealer
and the brokerage and research services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and the other accounts over
which you exercise investment discretion. You are authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
You may place portfolio transactions with brokers or dealers that
promote or sell the Fund's shares so long as such placements are made pursuant
to policies approved by the Board that are designed to ensure that the selection
is based on the quality of the broker's execution and not on its sales efforts.
Subject to the provisions of the 1940 Act, and other applicable law,
you, any of your affiliates or any affiliate of your affiliates may retain
compensation in connection with effecting the Fund's portfolio transactions,
including transactions effected through others. If any occasion should arise in
which you give any advice to clients of yours concerning shares of the Fund, you
will act solely as investment adviser for such client and not in any way on
behalf of the Fund. Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you may render investment
advice, management and other services to others, including other registered
investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
Trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by: (i)
the Board; or (ii) a vote of a "majority of the outstanding voting securities of
the Fund," as defined in the 1940 Act; provided that in either event continuance
is also approved by a majority of the Trustees who are not "interested persons"
(as defined in the 0000 Xxx) of you or the Trust, by a vote cast in person at a
meeting called for the purpose of voting such approval.
If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on 60 days' written notice, be terminated
with respect to the Fund, at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the Fund,
or by you. This Agreement shall automatically terminate in the event of its
assignment, as such terms is defined in the 1940 Act.
7. USE OF NAME
The Trust and you acknowledge that all rights to the names
"Quixote" and "QCM" belong to you, and that the Trust is being granted a limited
license to use such words in its Fund name or in any class name. In the event
you cease to be the adviser to the Fund, the Trust's right to the use of the
names "Quixote" and "QCM" shall automatically cease on the 90th day following
the termination of this Agreement. The right to the names may also be withdrawn
by you during the term of this Agreement upon 90 days' written notice by you to
the Trust. Nothing contained herein shall impair or diminish in any respect,
your right to use the names "Quixote" and "QCM" in the name of, or in connection
with, any other business enterprises with which you are or may become
associated. There is no charge to the Trust for the right to use these names.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the Trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "Trustees" means and refers to the Trust's trustees
from time to time serving under the Trust's Declaration of Trust as the same may
be amended from time to time. It is expressly agreed that the obligations of the
Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Trust personally, but bind only
the trust property of the Trust, as provided in the Declaration of Trust of the
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees and shareholders of the Trust and signed by officers of the Trust,
acting as such, and neither such authorization by such Trustees and shareholders
nor such execution and delivery by such officers shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
its Declaration of Trust. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State
of Ohio.
(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control," "assignment" and "interested
person" shall have their respective meanings as defined in the 1940 Act and
rules and regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under the 1940 Act; and the
term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934, as amended.
(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
000 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and your address for
this purpose shall be 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, XX 00000.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the
form of acceptance below and return it to the Trust, whereupon this letter shall
become a binding contract upon the date thereof.
Approved and Dated as of _______, 2005
Yours very truly,
UNIFIED SERIES TRUST
By:
-------------------------------------
Xxxxxxx X. Xxxxxxx, President
ACCEPTANCE
The foregoing Agreement is hereby accepted.
QUIXOTE CAPITAL MANAGEMENT, LLC
By:
---------------------------------------
Name:
Title:
[Quixote Capital Management, LLC]
Letter Agreement
_____________, 2005
To: Unified Series Trust
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Dear Sirs:
You have engaged us to act as the sole investment advisor to the QCM
Absolute Fund (the "Fund") pursuant to a Management Agreement approved by the
Board of Trustees on August 29, 2005 (the "Agreement").
Effective upon the commencement of operations of the Fund through the
end of its second fiscal year, we hereby agree to reimburse the Fund's operating
expenses and/or agree to reimburse Fund expenses, but only to the extent
necessary to maintain the Fund's total annual operating expenses, except
brokerage fees and commissions, any 12b-1 fees, borrowing costs (such as
interest and dividend expenses on securities sold short), taxes and
extraordinary expenses at 2.25 % of average daily net assets. Any waiver or
reimbursement by us is subject to repayment by the Fund in the three fiscal
years following the fiscal year in which the particular waiver and/or
reimbursement occurred; provided that the Fund is able to make the repayment
without exceeding the 2.25% expense limitation.
Very truly yours,
Quixote Capital Management, LLC
By: ___________________________________
Xxxx Xxxxxxx, Managing Partner
Acceptance
The foregoing Agreement is hereby accepted.
Unified Series Trust
By: ___________________________________
Xxxxxxx X. Xxxxxxx, President
MANAGEMENT AGREEMENT
TO: The Symphony Wealth Management Group, Inc.
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
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 The Symphony Wealth Management Ovation 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 bear any expenses incurred in
connection with voting proxies with respect to securities held in the Fund's
portfolio.
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, redemption
or repurchase of shares of the Fund; the fees and expenses of trustees of the
Trust who are not affiliated with you; 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 the Fund's
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; such extraordinary or non-recurring expenses
as may arise, including litigation to which the Trust may be a party and
indemnification for the Trust's officers and Trustees with respect thereto; or
any other expense not specifically described above incurred in the performance
of the Fund's obligations. All other expenses not assumed by you herein incurred
by the Fund in connection with the organization, registration of shares and
operations of the Fund will be borne by the Fund. The Fund will also pay
expenses which it is authorized to pay pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act").
You may obtain reimbursement from the Fund, at such time or times
as you may determine in your sole discretion, for any of the expenses advanced
by you, which the Fund is obligated to pay, and such reimbursement shall not be
considered to be part of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made as
provided in this Agreement, as of the last business day of each month, the Fund
will pay you a fee at the annual rate of 1.00% of the average value of the daily
net assets of the Fund's Class A and Class C shares.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
You agree that the Board of Trustees may suspend the payment of the
advisory fee set forth above if you fail to follow directions of the Board as
communicated to you in writing on behalf of the Board by its agents or the
Trust's administrator, until such time as you reasonably comply with such
directions.
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
Fund with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for providing
trade tickets on a timely basis to Unified Fund Services, Inc., the Trust's
administrator, following the execution of trade orders. You agree to comply with
the Trust's Good Faith Pricing Guidelines, as adopted by the Board and amended
from time to time, in determining the fair value of securities held in the
Fund's portfolio for which no current market price is readily available.
You will be responsible for the negotiation and the allocation of
principal business and portfolio brokerage. In the selection of brokers or
dealers and placing of orders, you are directed at all times to seek for the
Fund the best qualitative execution, taking into account such factors as price
(including the applicable brokerage commission or dealer spread), the execution
capability, financial responsibility and responsiveness of the broker or dealer
and the brokerage and research services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and the other accounts over
which you exercise investment discretion. You are authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
You may place portfolio transactions with brokers or dealers that
promote or sell the Fund's shares so long as such placements are made pursuant
to policies approved by the Board that are designed to ensure that the selection
is based on the quality of the broker's execution and not on its sales efforts.
Subject to the provisions of the 1940 Act, and other applicable law,
you, any of your affiliates or any affiliate of your affiliates may retain
compensation in connection with effecting the Fund's portfolio transactions,
including transactions effected through others. If any occasion should arise in
which you give any advice to clients of yours concerning shares of the Fund, you
will act solely as investment adviser for such client and not in any way on
behalf of the Fund. Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you may render investment
advice, management and other services to others, including other registered
investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
Trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by: (i)
the Board; or (ii) a vote of a "majority of the outstanding voting securities of
the Fund," as defined in the 1940 Act; provided that in either event continuance
is also approved by a majority of the Trustees who are not "interested persons"
(as defined in the 0000 Xxx) of you or the Trust, by a vote cast in person at a
meeting called for the purpose of voting such approval.
If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on 60 days' written notice, be terminated
with respect to the Fund, at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the Fund,
or by you. This Agreement shall automatically terminate in the event of its
assignment, as such terms is defined in the 1940 Act.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name
"Ovation" belong to you, and that the Trust is being granted a limited license
to use such words in its Fund name or in any class name. In the event you cease
to be the adviser to the Fund, the Trust's right to the use of the name
"Ovation" shall automatically cease on the 90th day following the termination of
this Agreement. The right to the name may also be withdrawn by you during the
term of this Agreement upon 90 days' written notice by you to the Trust. Nothing
contained herein shall impair or diminish in any respect, your right to use the
name "Ovation" in the name of, or in connection with, any other business
enterprises with which you are or may become associated. There is no charge to
the Trust for the right to use this name.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the Trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "Trustees" means and refers to the Trust's trustees
from time to time serving under the Trust's Declaration of Trust as the same may
be amended from time to time. It is expressly agreed that the obligations of the
Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Trust personally, but bind only
the trust property of the Trust, as provided in the Declaration of Trust of the
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees and shareholders of the Trust and signed by officers of the Trust,
acting as such, and neither such authorization by such Trustees and shareholders
nor such execution and delivery by such officers shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
its Declaration of Trust. A copy of the Agreement and Declaration of Trust is on
file with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State
of Ohio.
(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control," "assignment" and "interested
person" shall have their respective meanings as defined in the 1940 Act and
rules and regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under the 1940 Act; and the
term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934, as amended.
(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that the address of
the Trust is 000 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and
your address for this purpose shall be 0000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, XX 00000.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the
form of acceptance below and return it to the Trust, whereupon this letter shall
become a binding contract upon the date thereof.
Approved and Dated as of _______, 2005
Yours very truly,
UNIFIED SERIES TRUST
By:
-----------------------------
Xxxxxxx X. Xxxxxxx, President
ACCEPTANCE
The foregoing Agreement is hereby accepted.
THE SYMPHONY WEALTH MANAGEMENT, GROUP, INC.
By:
-------------------------------------------------
Name:
Title:
[The Symphony Wealth Management, Inc.]
Letter Agreement
_____________, 2005
To: Unified Series Trust
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Dear Sirs:
You have engaged us to act as the sole investment advisor to The Symphony
Wealth Management Ovation Fund (the "Fund") pursuant to a Management Agreement
approved by the Board of Trustees on August 29, 2005 (the "Agreement").
Effective upon the commencement of operations of the Fund through the end
of its second fiscal year, we hereby agree to reimburse the Fund's operating
expenses and/or agree to reimburse Fund expenses, but only to the extent
necessary to maintain the Fund's total annual operating expenses, except
brokerage fees and commissions, any 12b-1 fees, borrowing costs (such as
interest and dividend expenses on securities sold short), taxes and
extraordinary expenses at 1.95% of the average daily net assets of the Fund's
Class A shares and 2.75% of the average daily net assets of the Fund's Class C
shares, through _______, 2007. Any waiver or reimbursement by us is subject to
repayment by the Fund in the three fiscal years following the fiscal year in
which the particular waiver and/or reimbursement occurred; provided that the
Fund is able to make the repayment without exceeding the applicable expense
limitation.
Very truly yours,
The Symphony Wealth Management, Inc.
By: ___________________________________
Xxxx Xxxxxxx, Managing Partner
Acceptance
The foregoing Agreement is hereby accepted.
Unified Series Trust
By: ___________________________________
Xxxxxxx X. Xxxxxxx, President
