MANAGEMENT AGREEMENT
TO: Chinook Capital Management, LLC
0000 XX Xxxxxxx Xxx
Xxxxx 000
Xxxxxxxx, 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 Chinook Emerging Growth 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, 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.
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 set forth on Schedule A attached
hereto.
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.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares
of the Fund as a factor in the selection of brokers and dealers to execute
Fund portfolio transactions.
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 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 "Chinook"
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
"Chinook" 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 "Chinook" 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 XX Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, 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 ________________, 2004.
Yours very truly,
UNIFIED SERIES TRUST
By:
--------------------------------------------
Xxxxxxx X. Xxxxxxx, President
ACCEPTANCE
The foregoing Agreement is hereby accepted.
CHINOOK CAPITAL MANAGEMENT, LLC
Date: ___________, 2004 By:
-------------------------------------
Name:
Title:
ATTEST:
Name:
Title:
Schedule A
Advisory Fees To be Paid to Advisor
Asset Under Management Annual Rate
-------------------------------------------------------------------------
Up to $50,000,000 1.35%
$50,000,001 to $150,000,000 1.25%
$150,000,001 to $250,000,000 1.15%
$250,000,001+ 1.00%
