Letter Agreement
To: Unified Series Trust
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Dear Ladies and Gentlemen:
You have engaged us to act as the sole investment adviser to the IMS
Capital Value Fund (the "Fund") pursuant to the Management Agreement approved by
the Board of Trustees (the "Agreement").
Effective as of September 1, 2006 through August 31, 2007, we hereby
agree to waive all or a portion of our management fee and/or reimburse the Fund
for expenses it incurs, but only to the extent necessary to maintain the Fund's
total annual operating expenses, excluding brokerage costs, borrowing costs
(such as interest and dividend expense on securities sold short), taxes and
extraordinary expenses, at 1.48% of Fund's average daily net assets to the
extent such average daily net assets are less than $200 million, and at 1.38%
for as long as the Fund's average daily net assets exceed $200 million. 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 expenses occur; provided
that the Fund is able to make the repayment without exceeding the relevant
expense limitation.
Very truly yours,
IMS CAPITAL MANAGEMENT, INC.
By: /S/ XXXX X. XXXXXX
------------------------------
Name: Xxxx X. Xxxxxx
Title: President
ACCEPTANCE
The foregoing is hereby accepted.
Unified Series Trust
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Xxxxxxx Xxxxxx, Secretary
