MANAGEMENT AGREEMENT
TO: Financial Counselors, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, 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 FCI 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. 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 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.
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
1
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 0.60% 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,
2
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
3
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 1940 Act) 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 term "FCI" 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 "FCI" 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 "FCI" 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
4
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
5
Trust is 000 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, and
your address for this purpose shall be 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 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.
FINANCIAL COUNSELORS, INC.
By:
Name:
Title:
6
