SC 13E3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

UNIFIED FINANCIAL SERVICES, INC.

(Name of the Issuer)

UNIFIED FINANCIAL SERVICES, INC.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

John S. Penn

President and Chief Executive Officer

Unified Financial Services, Inc.

2353 Alexandria Drive

Lexington, Kentucky 40504

(859) 514-6174

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement)

with copies to:

Joseph G. Connolly, Jr.

Hogan & Hartson L.L.P.

555 Thirteenth Street, N.W

Washington, D.C. 20004

(202) 637-5600

This statement is filed in connection with (check the appropriate box):

x	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
¨	b.	The filing of a registration statement under the Securities Act of 1933.
¨	c.	A tender offer.
¨	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transaction valuation(1)	Amount of filing fee(2)
$402,545	$81.00

(1) Pursuant to Rule 0-11(b) under the Securities Exchange Act of 1934, the value of the securities proposed to be acquired consists of the estimated $402,545 of cash to be paid in lieu of the issuance of fractional shares of common stock in the reverse stock split.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the cash to be paid in lieu of fractional shares.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:__________________

Form or Registration No.:_________________

Filing Party:____________________________

Date Filed:_____________________________

RULE 13e-3 TRANSACTION STATEMENT

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with the Exhibits and Schedules hereto, this “Schedule 13E-3”) is filed by Unified Financial Services, Inc., a Delaware corporation (the “Company”), pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder. The Company is submitting to its in stockholders a proposal (the “Reverse Stock Split Proposal”) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would provide for the conversion and reclassification of each 500 outstanding shares of the Company’s common stock into one share of common stock in a reverse stock split. In the reverse stock split, the common stockholders will receive one share of common stock for each share of 500 shares they hold immediately prior to the effective date of the reverse stock split, and they will receive cash in lieu of any fractional shares to which they would otherwise be entitled. The cash payment for the common stock will be equal to $10.30 per pre-split share.

The Reverse Stock Split Proposal is being made upon the terms and subject to the conditions set forth in the preliminary proxy statement for the Company’s 2004 annual meeting of stockholders (the “Annual Meeting”), filed concurrently with this Schedule 13E-3 (the “Proxy Statement”). The information in the Proxy Statement, including all annexes thereto, together with the proxy card, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the Proxy Statement and annexes thereto, including the proxy card. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. The other purposes of the Annual Meeting is to elect one director to serve until the annual meeting of stockholders in 2007 and to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the caption “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information

(a) Name and Address. The name of the subject company is Unified Financial Services, Inc. (the “Company”). The Company is a Delaware corporation with its principal place of business located at 2353 Alexandria Drive, Lexington, Kentucky 40504. The Company’s telephone number is (859) 514-6174.

(b) Securities. As of March 2, 2004, there were 2, 826, 117 shares of common stock, $0.01 par value per share, of the Company outstanding.

(c) Trading Market and Price. There is no established trading market for shares of the Company’s common stock.

(d) Dividends. The Company has not paid any dividends on shares of the Company’s common stock during the past two years.

(e) Price Stock Purchases. The information set forth in the Proxy Statement under the caption “Market for Our Common Stock and Our Recent Common Stock Purchases” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

(a) Name and Address. The filing person, the Company, is also the subject company, with its address and telephone number provided in Item 2(a) above. The information set forth in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference. The name of each director and executive officer of the Company is incorporated by reference to the sections of the Proxy Statement under the captions “Election of Directors” and “Compensation of Executive Officers—Summary Compensation Table,” respectively. The address of each director and executive officer of the Company is 2353 Alexandria Drive, Lexington, Kentucky 40504.

(b) Business and Background of Entities. Not applicable.

(c) Business and Background of Natural Persons.

The name of each director and executive officer of the Company is incorporated by reference to the sections of the Proxy Statement under the captions “Election of Directors” and “Compensation of Executive Officers—Summary Compensation Table,” respectively. The address of each director and executive officer of the Company is 2353 Alexandria Drive, Lexington, Kentucky 40504.

To the Company’s knowledge, none of the Company’s directors or executive officers has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each of the Company’s directors and executive officers is a citizen of the United States.

Item 4. Terms of the Transaction

(a)(1) Tender Offers. Not applicable.

(a)(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the captions “Summary Term Sheet,” “Special Factors—Background of the Transaction,” “Special Factors—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Alternatives Considered,” “Special Factors—Fairness of the Reverse Stock Split,” “Special Factors—Opinion of Financial Advisor,” “Special Factors—Federal Income Tax Consequences of the Reverse Stock Split,” “Special Factors—Financial Information—Pro Forma Balance Sheet” and “Special Factors—Description of the Reverse Stock Split—Vote Required” are incorporated herein by reference.

(c) Different Terms. The information set forth in the Proxy Statement under the captions “Special Factors—Financial Effects of the Reverse Stock Split” and “Special Factors—Fairness of the Reverse Stock Split” are incorporated herein by reference.

(d) Appraisal Rights. The information set forth in the Proxy Statement under the caption “Summary Term Sheet—General—Appraisal Rights” is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the caption “Special Factors—Fairness of the Reverse Stock Split” is incorporated herein by reference.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contracts, Transactions, Negotiations and Agreements

(a) Transactions. Not applicable.

(b) Significant Corporate Events. Not applicable.

(c) Negotiations or Contacts. Not applicable.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the captions “Special Factors—Description of the Reverse Stock Split—Market for Our Common Stock and Our Recent Common Stock Purchases,” “Compensation of Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” are incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the captions “Summary Term Sheet” and “Special Factors—Effects of the Reverse Stock Split” are incorporated herein by reference.

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the captions “Summary Term Sheet,” “Special Factors—Effects of the Reverse Stock Split,” and “Special Factors—Description of the Reverse Stock Split” are incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects

(a)-(c) Purposes. The information set forth in the Proxy Statement under the captions “Summary Term Sheet—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Background of the Transaction,” “Special Factors—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Alternatives Considered,” “Special Factors-Fairness of the Reverse Stock Split,” and “Special Factors—Recommendation of the Board of Directors” are incorporated herein by reference.

(d) Effects. The information set forth in the Proxy Statement under the captions “Summary Term Sheet—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Alternatives Considered,” “Special Factors—Effects of the Reverse Stock Split,” “Special Factors—Effects of the Reverse Stock Split on Our Stockholders,” “Special Factors—Fairness of the Reverse Stock Split” and “Special Factors—Federal Income Tax Consequences of the Reverse Stock Split” are incorporated herein by reference.

Item 8. Fairness of the Transaction

(a) Fairness. The information set forth in the Proxy Statement under the captions “Special Factors—Effects of the Reverse Stock Split,” “Special Factors—Effects of the Reverse Stock Split on Our Stockholders,” and “Special Factors—Fairness of the Reverse Stock Split” are incorporated herein by reference.

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the captions “Special Factors—Background of the Transaction,” “Special Factors—Purposes of and Reasons for the Reverse Stock Split,” “Special Factors—Alternatives Considered,” “Special Factors—Effects of the Reverse Stock Split,” “Special Factors—Effects of the Reverse Stock Split on Our Stockholders,” “Special Factors—Fairness of the Reverse Stock Split” and “Special Factors—Opinion of Financial Advisor” are incorporated herein by reference.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the caption “Special Factors—Description of the Reverse Stock Split—Vote Required” is incorporated herein by reference.

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the caption “Special Factors—Fairness of the Reverse Stock Split” is incorporated herein by reference.

(e) Approval of Directors. The information set forth in the Proxy Statement under the caption “Special Factors—Recommendation of the Board of Directors” is incorporated herein by reference.

(f) Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the caption “Special Factors—Opinion of Financial Advisor” is incorporated herein by reference.

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the caption “Special Factors—Opinion of Financial Advisor” and in Annex B to the Proxy Statement are incorporated herein by reference.

(c) Availability of Documents. The full text of the written opinion of Duff & Phelps, LLC, dated March     , 2004, is attached to the Proxy Statement as Annex B. The fairness opinion of Duff & Phelps, LLC is available for inspection and copying at the Company’s principal executive officer during its regular business hours by any interested common stockholder of the Company or by a representative of such stockholder who has been so designated in writing by such stockholder.

Item 10. Source and Amounts of Funds or Other Considerations

(a) Source of Funds. The information set forth in the Proxy Statement under the caption “Special Factors—Source of Funds and Expenses” is incorporated herein by reference.

(b) Conditions. None.

(c) Expenses. The information set forth in the Proxy Statement under the captions “Special Factors—Source of Funds and Expenses” and “Special Factors—Financial Effects of the Reverse Stock Split” are incorporated herein by reference.

(d) Borrowed Funds. Not applicable.

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the captions “Compensation of Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” are incorporated herein by reference.

(b) Securities Transactions. The information set forth in the Proxy Statement under the caption “Special Factors—Description of the Reverse Stock Split—Market for Our Common Stock and Our Recent Common Stock Purchases” is incorporated herein by reference.

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the caption “Recommendation of the Board of Directors” is incorporated herein by reference.

(e) Recommendation of Others. The information set forth in the Proxy Statement under the caption “Recommendation of the Board of Directors” is incorporated herein by reference.

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the caption “Special Factors—Financial Information” is incorporated herein by reference.

(b) Pro Forma Information. The information set forth in the Proxy Statement under the caption “Special Factors—Financial Information” is incorporated herein by reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitations or Recommendations. None.

(b) Employees and Corporate Assets. The information set forth in the first paragraph of the Proxy Statement under the caption “General information” is incorporated herein by reference.

Item 15. Additional Information

(b) Other Material Information. The information set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, including all exhibits thereto, filed with the Securities and Exchange Commission on March 2, 2004 is incorporated herein by reference.

Item 16. Exhibits

(a) Preliminary Proxy Statement relating to the annual meeting of stockholders filed with the Securities and Exchange Commission concurrently with this filing (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed concurrently with this Schedule 13E-3).

(b) None.

(c)(1) Opinion of Duff & Phelps, LLC (incorporated herein by reference to Annex B of the Preliminary Proxy Statement on Schedule 14A listed as exhibit (a) to this Schedule 13E-3).

(c)(2) Presentation of Duff & Phelps, LLC to the Board of Directors.

(d) None.

(e) None.

(f) None.

(g) None.

(h) None.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

UNIFIED FINANCIAL SERVICES, INC.
By:	/s/    John S. Penn
	John S. Penn President and Chief Executive Officer

Dated: March 19, 2004

EX-99

DUFF & PHELPS, LLC

311 SOUTH WACKER DRIVE, SUITE 4200 • CHICAGO, ILLINOIS 60606 • 312/697-4600 • FAX 312/697-0112

Valuation Analysis of

as of

December 31, 2003

The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff & Phelps, LLC.

Table of Contents

I. Executive Summary

II. Business Overview

III. Financial Overview

IV. Valuation Analysis

Appendices

A. Unified Financial Services Analyses

B. Unified Fund Services Analyses

C. Unified Trust Analyses

D. Fiduciary Counsel Analyses

E. Economic Overview

F. Duff & Phelps Definitions

DUFF & PHELPS, LLC

Executive Summary

Engagement Overview

? Duff & Phelps, LLC (“Duff & Phelps”) has been retained as an independent financial advisor to determine the fair market value of the common stock of Unified Financial Services, Inc. (“Unified” or the “Company”) as of December 31, 2003 (“Valuation Date”).

? Duff & Phelps understands that the valuation will be used for the repurchase of all common stock in the Company’s profit sharing plan, as well as, in connection with a Proposed Transaction. The Proposed Transaction involves the repurchase of common stock by the Company in order to reduce the number of shareholders below 300 and avoid public company filing requirements with the Securities and Exchange Commission.

? Duff & Phelps was previously engaged by the Company to value its common stock and provide analysis regarding alternatives to maximize shareholder value.

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Executive Summary

Levels of Value

? The fair market value of a specific security may be different depending on the investor group and the circumstances for which the fair market value is to be determined. The differences in the levels of value primarily reflect differences in the relative control rights and liquidity of the investment being valued. The following are typical levels of value:

Strategic Buyer Value Synergistic Value Controlling Interest Value

Control Premium Minority Discount Marketable Minority Interest Lack of Marketability Discount Nonmarketable Minority Interest Value

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Executive Summary

Levels of Value: Application to the Company

The level of value used in our analysis of the Company’s common stock was marketable minority interest value.

The holder of a share of the Company’s common stock does not have sufficient voting rights or power to force the sale of assets, the distribution of cash, or the direction of the Company’s business affairs, among other things.

Since our analysis of the Company using the discounted cash flow methodology and the comparable public company methodology results in a value indication on a marketable minority interest basis, neither a discount for lack of marketability nor a control premium was applied in estimating the fair market value of a share of the Company’s common stock.

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Executive Summary

Scope of Analysis

Reviewed Unified’s audited financial statements for the fiscal years ended December 31, 2001 to December 31, 2003. The December 31, 2003 financial statements reviewed were in draft form.

Held discussions with Unified’s senior management team regarding the history, current operations and future outlook of the Company and its business units.

Reviewed and analyzed management prepared projected financial forecasts.

Reviewed industry and economic information from regularly published sources for each of the three business units in which Unified operates.

Analyzed publicly available information on comparable publicly traded companies for each of the industries in which the three strategic business units of Unified compete. This analysis resulted in the determination of guideline multiples to apply to various financial metrics and arrive at a minority interest valuation of the Company.

This report contains numerous abbreviations for financial terms (e.g. LTM – Latest twelve months). Appendix F includes definitions for these abbreviations.

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Executive Summary

Valuation

? The fair market value as of December 31, 2003 of the common equity of Unified Financial Services, Inc. (“Unified” or the “Company”) is approximately $28.7 million. The per share value of Unified is $10.30.

Unified Financial Services, Inc.

Valuation Summary as of December 31, 2003

Enterprise Value $ 17,500,000

Less: Debt -

Plus: Excess Cash 5,980,000

Plus: Premium Finance Value 2,000,000

Plus: PV of Net Operating Loss Carry Forward 3,200,000

Equity Value from Operations (as if public) $ 28,680,000

Shares Outstanding (1) 2,779,092

Marketable Minority Interest Per Share Value $ 10.30

(1) 2,779,092 shares outstanding as of December 31, 2003.

Unified’s implied valuation multiples are listed in the following table:

Unified Financial Services, Inc.

Implied Multiple Summary as of December 31, 2003

Unified

Implied Multiples Performance Multiple

Enterprise Value / LTM EBITDA ($172,696) NM

Enterprise Value / Projected 2004 EBITDA $1,123,440 15.6x

Enterprise Value / LTM Revenues $14,754,652 1.19x

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Business Overview

Unified Financial Services, Inc.

Unified Financial Services, Inc. (“Unified”) was organized on December 7, 1989 as a vertically integrated financial services platform holding company. Since 1989, Unified has grown through numerous acquisitions of various financial services companies. Today, through its wholly owned subsidiaries, Unified is primarily focused on three key business segments: 1) mutual fund servicing, 2) trust and retirement, and 3) investment advisory.

The following table is a summary of Unified’s financial performance over the past three years:

Unified Financial Services, Inc. Financial Performance ($            in 000s) 1

2001 2002 2003

Revenues $ 15,718 $ 15,536 $ 14,755

Growth NA -1.2% -5.0%

Operating Income (Loss) $ (1,740) $ (1,698) $ (475)

Net Income (Loss) $ 3,368 $ (1,346) $ (591)

Total Assets $ 17,533 $ 13,205 $ 19,340

Shareholders’ Equity $ 16,749 $ 15,495 $ 13,487

1 Excludes performance of discontinued operations. Source: 2003 Unified Financial Services, Inc. 10-K.

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Business Overview

Unified Fund Services, Inc.

Headquartered in Indianapolis, Indiana, Unified Fund Services, Inc. (“Fund Services”) is a registered transfer agent and mutual fund services company that provides transfer agency, fund accounting, administrative and start-up services for mutual funds.

The following table is a summary of Fund Services’ financial performance over the past three years:

Unified Fund Services, Inc.

Financial Performance ($            in 000s) 1

2001 2002 2003

Assets Serviced $ 5,900,000 $ 11,700,000 $ 14,000,000

Revenues $ 5,436 $ 6,095 $ 6,419

Growth N/A 12.1% 5.3%

Pre-Tax Income (Loss) $ 445 $ (84) $ 633

Margin 8.2% -1.4% 9.9%

Total Assets $ 2,005 $ 2,510 $ 2,448

Shareholders’ Equity $ 487 $ (514) $ 810

1 Financial data provided by management; excludes brokerage results, intercompany fees, and non-recurring items.

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Business Overview

Unified Trust Company, N.A.

? Headquartered in Lexington, Kentucky, Unified Trust Company, N.A. (“Unified Trust”) is a national trust company specializing in the management of qualified retirement plans and offering retirement plan fiduciary protection and monitoring.

? The following table is a summary of Unified Trust’s financial performance over the past three years:

Unified Trust Company, N.A.

Financial Performance ($            in 000s) 1

2001 2002 2003

Assets Under Management (AUM) $ 511,125$ 491,800$ 677,381

Growth NA -3.8% 37.7%

Revenues $ 4,820 $ 4,944 $ 5,365

Pre-Tax Income (Loss) $ (460) $ (314) $ 462

Margin -9.6% -6.4% 8.6%

Total Assets $ 2,837 $ 2,499 $ 2,989

Shareholders’ Equity $ 2,447 $ 2,205 $ 2,467

1 Financial data provided by management; excludes intercompany fees and non-recurring items.

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Business Overview

Fiduciary Counsel, Inc.

? Headquartered in New York City, Fiduciary Counsel, Inc. (“Fiduciary Counsel”) provides customized, professional investment management to wealthy individuals, families and institutions.

? The following table is a summary of Fiduciary Counsel’s financial performance over the past three years:

Fiduciary Counsel, Inc.

Financial Performance ($            in 000s) 1

2001 2002 2003

Assets Under Management (AUM) $ 348,500 $ 227,338 $ 207,599

Growth NA -34.8% -8.7%

Revenues $ 1,961 $ 1,563 $ 1,380

Pre-Tax Income (Loss) $ 292 $ 87 $ 24

Margin 14.9% 5.6% 1.8%

Total Assets $ 1,428 $ 1,604 $ 1,298

Shareholders’ Equity $ 1,279 $ 1,132 $ 1,155

1 Financial data provided by management; excludes intercompany fees and non-recurring items.

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Financial Overview

Unified Financial Summary – 2003

Unified Bank Sale

? In November 2003, the Company sold Unified Banking Company to Blue River Bancshares Inc. for $8.2 million in cash. Unified recognized an after tax gain of $1.5 million on the bank sale.

Revenues

Total revenue from continuing operations decreased 5.0% in 2003 to $14.8 million. Strong revenue growth from trust and retirement services and mutual fund administration were offset by decreased revenues from investment advisory, and the Company’s brokerage unit that completed an exit from the retail and discount brokerage business.

Unified Fund Services revenue and gross profit increased 5.3% and 8.2% respectively in 2003. This was primarily due to an increase in assets under service from $11.7 billion in 2002 to $14.0 billion in 2003.

Unified Trust revenue and gross profit increased 9.5% and 10.1% respectively in 2003 primarily from a net inflow of assets. Assets under management (AUM) increased from $491.8 million in 2002 to $677.4 million in 2003.

Fiduciary Counsel revenue and gross profit declined 11.7% and 9.8% respectively in 2003. Assets under management declined from $227.3 million in 2002 to $207.6 million in 2003, due to loss of clients.

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Financial Overview

Unified Financial Summary – 2003

Operating Profit

Total operating expenses decreased 11.7% to $15.2 million. Operating loss was $0.5 million, a 72.2% improvement.

Unified Fund Services operating profit of $633,000 is compared to an operating loss of $84,000 in 2002. Reduced professional fees are primarily responsible for the increased profit.

Unified Trust operating income of $462,000 is significantly improved compared to the operating loss of $314,000 in 2002. Operating expenses were reduced by 7.1% compared to 2002.

Fiduciary Counsel operating income of $24,000 is down 72.4% from $87,000 in 2002.

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Valuation Analysis

Overview

Duff & Phelps utilized two distinct valuation methodologies to assess the value of Unified.

Discounted Cash Flow Analysis

Project the level of free cash flow (“FCF”) to be yielded by the business over a defined time horizon (ten years in this case).

FCFs are those cash flows available to service debt, distribute to investors, or reinvest in the business.

Project a continuing value for the business. The continuing value is an estimation of the value of the business beyond the initial ten-year projection period.

Revenue and profit growth assumptions are based on discussions with management, historical financial trends, industry trends, and our independent assessment of the expected future performance of Unified.

Determine the required rate of return by equity investors (cost of capital) in each business to compensate for the risk of each business segment in its respective industry.

Determine an enterprise value by discounting the FCFs and the continuing value to the present at the appropriate cost of capital rate for each business.

Derive an equity value by subtracting the value of debt securities and all other forms of capital from the enterprise value. Finally, non-operating assets, such as net operating loss carry forwards, are added to the equity value.

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Valuation Analysis

Overview (continued)

Comparable Company Analysis

Valuation methodology that examines the market values of comparable companies relative to their historical and projected financial results to determine trading multiples.

Trading multiples are applied to the subject company to determine enterprise value.

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Valuation Analysis

Discounted Cash Flow Analysis – Cost of Equity Calculation

The appropriate required rate of return to equity investors for each business was estimated using the Capital Asset Pricing Model (CAPM).

The formula for CAPM is: Re = Rf + ß (Rm – Rf), where:

Re is the required rate of return to equity investors

Rf is the return offered by a risk free investment

ß(beta) is the measure of systemic (non-diversifiable) risk of the asset

(Rm – Rf) is the market premium

For each business, the systemic risk (beta) was determined through analysis of the un-levered (all equity financed) betas of comparable public companies.

The risk free rate used is the rate (5.25%) on 20 year government treasury bonds as of the Valuation Date.

The market premium (7.0%) is the arithmetic average of the historic difference between the market return and the risk free rate of return.

A size premium of 4.6% was added to the cost of equity to account for the small size of each of the businesses of Unified.

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Valuation Analysis

Discounted Cash Flow Analysis – CF Assumptions: Unified Fund Services

The table below summarizes key income statement and cash flow assumptions for Unified Fund Services for the period 2004 to 2013, and the calculation of free cash flow for each year.

Unified Fund Services, Inc. Projected ($            in 000s) Fiscal Year Ending December 31,

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Revenue $ 7,532 $ 8,662 $ 9,961 $ 11,456 $12,601 $13,861 $14,554 $ 15,282 $ 16,046 $ 16,848

growth 17.3% 15.0% 15.0% 15.0% 10.0% 10.0% 5.0% 5.0% 5.0% 5.0%

EBITDA 1,346 1,776 2,042 2,348 2,583 2,842 2,984 3,133 3,289 3,454

margin 17.9% 20.5% 20.5% 20.5% 20.5% 20.5% 20.5% 20.5% 20.5% 20.5%

Profit Before Taxes 1,168 1,592 1,877 2,189 2,419 2,669 2,799 2,937 3,082 3,235

Taxes @ 39.5% (461) (629) (741) (864) (956) (1,054) (1,160) (1,106) (1,217) (1,278)

Net Income $706 $963 $ 1,135 $ 1,324 $ 1,464 $1,615 $ 1,693 $1,777 $1,865 $ 1,957

Plus: Depr. & amort. 178 183 165 160 164 172 185 196 207 219

Less: Working Capital (1) (21) (24) (27) (21) (23) (13) (13) (14) (15)

Less: CAPEX (150) (130) (149) (172) (189) (208) (218) (229) (241) (253)

Free Cash Flow $734 $996 $ 1,128 $ 1,285 $ 1,418 $1,556 $ 1,647 $1,730 $1,817 $ 1,909

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Valuation Analysis

Discounted Cash Flow Analysis – CF Assumptions: Unified Fund Services? Revenue and Profitability (see Appendix B for CF detail):

2004 revenue is projected to increase 17.3% over 2003. Revenue growth from 2005 to 2013 is projected to gradually decrease from 15.0% in 2005 to 10.0% in 2008 before reaching a steady state growth rate of 5% through 2013.

Gross margin assumptions are projected at 86.5% in 2003 and 88.0% thereafter, slightly higher than historical levels, thus representing scalability in the business.

Total operating expenses are projected to decrease from 77.3% of revenue in 2003 to 68.6% of revenue in 2004, and 67.5% thereafter, which is lower than recent historical levels.

Factored into the assumptions is a permanent reduction in provisions for bad debts which results in an improvement in EBITDA margin to 20.5% in 2005 and beyond.

Investment Assumptions:

Capital expenditures in 2004 are forecasted at a level of $150,000 and are projected to be 1.5% of revenue per year from 2004 through the remainder of the projection period.

Working capital levels are forecasted based on their recent historical levels.

Equity Rate of Return Assumptions:

Cost of equity capital range of 15% to 17%.

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Valuation Analysis

Discounted Cash Flow Analysis – Conclusions: Unified Fund Services

The DCF analysis of Unified Fund Services results in an enterprise value range of $10.1 million to $12.2 million. This analysis implies the valuation multiples listed in the following table.

Unified Fund Services, Inc.

Summary of DCF Conclusions ($            in 000’s)

December 31, 2003

Fund Services Implied Valuation Multiples

Performance Low Mid High

DCF Enterprise Value Range$ 10,100.0$ 11,100.0$ 12,200.0

LTM EBITDA $ 803.0 12.6x 13.8x 15.2x

Projected 2004 EBITDA $ 1,346.1 7.5x 8.2x 9.1x

LTM NOPAT 1 $ 383.0 26.4x 28.9x 31.8x

Projected 2004 NOPAT 1 $ 706.4 14.3x 15.7x 17.3x

LTM Revenues $ 6,418.8 1.58x 1.72x 1.90x

1 NOPAT = Net Operating Profit After Taxes

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Valuation Analysis

Comparable Company Analysis – Mutual Fund Servicing

? We selected the following public companies for our comparable analysis of Fund Services. Although none of these companies are pure play fund servicers, they all compete in the outsourcing of mutual fund servicing.

LTM Enterprise Enterprise Enterprise Price / LTM LTM Debt /

LTM LTM EBITDA Value / Value / Proj. Value / LTM Revenues / Revenues Total

Company Revenues EBITDA Margin EBITDA EBITDA Revenues Earnings Employee Growth Rate Capital

BISYS Group, Inc. $ 998.7 $ 238.0 23.8% 9.3x 9.0x 2.21x 17.9x $204 8.6% 21.8%

DST Systems, Inc. 2,416.3 475.1 19.7% 8.4x 8.2x 1.65x 22.2x 207 1.4% 17.1%

Federated Investors, Inc. 825.3 335.4 40.6% 9.0x 7.9x 3.66x 17.2x 484 2.1% 1.9%

Fiserv, Inc. 3,017.9 703.8 23.3% 11.8x 10.4x 2.75x 25.3x 156 20.9% 9.9%

SEI Investments 636.2 222.9 35.0% 13.6x 12.7x 4.76x 22.8x 337 1.1% 1.2%

Sungard Data Systems, Inc.2,955.3 843.8 28.6% 9.1x 7.6x 2.60x 22.0x 336 14.0% 2.4%

Median 1,707.5 405.3 26.2% 9.2x 8.6x 2.67x 22.1x 271 5.3% 6.2%

Unified Fund Services6.4 0.8 12.5% NA NA NA NA 107 NA NA60

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Valuation Analysis

Comparable Company Analysis – Mutual Fund Servicing

Financial Performance Measures and Valuation Highlights for Comparable Companies:

?Overall stock price performance has been strong and valuation multiples have improved for these outsourcing service companies. LTM revenue multiples range from 1.7x to 4.8x with a median of 2.7x. LTM revenues per employee ranged from $156,000 to $484,000 with a median of $271,000.LTM revenue growth rates range from 1.1% to 20.9% with a median growth rate of 5.3%.

??LTM EBITDA multiples range from 8.4x to 13.6x, with a median of 9.2x. Projected EBITDA multiples range from 7.6x to 12.7x, with a median of 8.6x. In addition, EBITDA margins range from 19.7% to 40.6%. This implies that mutual fund servicing and other outsource servicing are profitable businesses. The ability to leverage technology to maximize revenue and profit per employee is key to success.

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Valuation Analysis

Comparable Company Analysis – Conclusions: Unified Fund Services

No one company is ideally comparable to Unified Fund Services. The Company is significantly smaller than its peer companies with respect to revenues and EBITDA. The Comparable Company Analysis of Unified Fund Services results in an enterprise value range of $10.0 million to $11.5 million. The selected valuation multiples appear in the following table.

Unified Fund Services, Inc.

Summary of Comparable Company Analysis ($            in 000’s)

December 31, 2003

Fund Services Chosen Valuation Multiples Public Peer 1

Performance Low Mid High Range

Selected Multiple 11.0x 11.5x 12.0x 8.4x — 13.6x

LTM EBITDA $ 803.0 $ 8,833.0 $ 9,234.5 $ 9,636.0

Selected Multiple 8.0x 8.5x 9.0x 7.6x — 12.7x

Projected 2004 EBITDA $ 1,346.1 $ 10,768.6 $ 11,441.6 $ 12,114.7

Selected Multiple 15.0x 15.5x 16.0x 14.5x — 21.3x

Projected 2004 NOPAT $ 706.4 $ 10,596.7 $ 10,949.9 $ 11,303.2

Selected Multiple 1.50x 1.75x 2.00x 1.7x — 4.8x

LTM Revenues $ 6,418.8 $ 9,628.2 $ 11,232.9 $ 12,837.6

Comparable Company

Enterprise Value Range $ 9,956.6 $ 10,714.8 $ 11,472.9

1 Peer range of NOPAT (Net Operating Profit After Taxes) multiples is P/E multiples of public companies.

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Valuation Analysis

Discounted Cash Flow Analysis – CF Assumptions: Fiduciary Counsel

The table below summarizes key income statement and cash flow assumptions for Fiduciary Counsel for the period 2004 to 2013, and the calculation of free cash flow for each year.

Fiduciary Counsel, Inc.

Projected ($            in 000s) Fiscal Year Ending December 31,

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

AUM $ 222,716 $ 239,247 $ 256,836 $ 275,719 $ 295,989 $ 317,751 $ 341,112 $ 366,190 $ 393,112 $ 422,014

growth 7.3% 7.4% 7.4% 7.4% 7.4% 7.4% 7.4% 7.4% 7.4% 7.4%

Revenue $ 1,192 $ 1,435 $ 1,541 $ 1,654 $ 1,776 $ 1,907 $ 2,047 $ 2,197 $ 2,359 $ 2,532

EBITDA (12) 287 339 364 391 419 450 483 519 557

margin -1.0% 20.0% 22.0% 22.0% 22.0% 22.0% 22.0% 22.0% 22.0% 22.0%

Profit Before Taxes (20) 280 333 359 386 414 445 478 513 550

Taxes @ 39.5% 8 (111) (132) (142) (152) (164) (176) (189) (203) (217)

Net Income ($ 12) $ 169 $ 201 $ 217 $ 233 $ 251 $ 269 $ 289 $ 310 $ 333

Plus: Depr. & amort. 8 7 6 5 5 5 5 6 6 7

Less: Working Capital 62 (1) (1) (1) (1) (1) (1) (1) (1) (1)

Less: CAPEX (4) (4) (5) (5) (5) (6) (6) (7) (7) (8)

Free Cash Flow $ 54 $ 171 $ 202 $ 217 $ 233 $ 249 $ 268 $ 287 $ 309 $ 331

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Valuation Analysis

Discounted Cash Flow Analysis – CF Assumptions: Fiduciary Counsel

Revenue and Profitability (see Appendix D for CF detail):

Assets under management (“AUM”) are a function of both investment performance and additional funding. AUM are projected to increase as a result of annual investment performance of 8.0%. No annual funding increases are projected.

Revenues are a product of AUM and management fees of 60 basis points, consistent with the past three years of performance.

Gross margin assumptions are projected to remain stable beginning in 2004 and 84.5% throughout the projection period which is consistent with historical performance.

Total operating expenses are projected to slightly increase from 81.1% of revenue in 2003 to 85.3% of revenue in 2004. Thereafter, total operating expenses as a percentage of revenue are projected to decrease to 64.5% in 2004 and 62.5% thereafter.

EBITDA margins improve in 2005 and thereafter to 20.0% and 22.0% of revenues respectively, reflecting leverage of fixed operating expenses against higher AUM.

Investment Assumptions:

Capital expenditures are forecasted at a level of 0.3% of revenue per year throughout the projection period.

Working capital levels are forecasted based on their recent historical levels.

Equity Rate of Return Assumptions:

Cost of equity capital range of 17% to 19%.

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Valuation Analysis

Discounted Cash Flow Analysis – Conclusions: Fiduciary Counsel

The DCF analysis of Fiduciary Counsel results in an enterprise value range of $1.5 million to $1.7 million. This analysis implies the valuation multiples listed in the following table.

Fiduciary Counsel, Inc.

Summary of DCF Conclusions ($            in 000’s)

December 31, 2003

Fiduciary

Counsel Implied Valuation Multiples

Performance Low Mid High

DCF Enterprise Value Range $ 1,500.0 $ 1,600.0 $1,700.0

LTM EBITDA $ 33.7 NM NM NM

Projected 2005 EBITDA $ 287.1 5.0x 5.5x 6.0x

Projected 2004 Revenues $ 1,191.8 1.21x 1.32x 1.45x

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Valuation Analysis

Comparable Company Analysis – Investment Management

? The comparable public company group includes nine companies operating within the equity asset management industry. Due to the large amount of industry consolidation, only large asset management companies remain publicly traded.

LTM Enterprise Enterprise Enterprise Price / Enterprise LTM Debt /

LTM LTM EBITDA Value / Value / Proj. Value / LTM Value / Revenues Total

Company Revenues EBITDA Margin EBITDA EBITDA Revenues Earnings AUM Growth Rate Capital

Affiliated Managers Group, Inc.$495.0 $219.944.4% 8.8x 8.5x 3.91x 25.1x 2.1% 2.6% 30.4%

BlackRock, Inc. 598.2 249.6 41.7% 10.6x 7.2x 4.40x 22.5x 0.9% 3.7% 38.6%

Eaton Vance Corp. 523.1 253.6 48.5% 9.9x 7.9x 4.78x 24.3x 3.3% 0.0% 4.8%

Franklin Resources, Inc. 2,825.2 899.6 31.8% 12.7x 9.6x 4.04x 23.2x 3.4% 12.7% 9.2%

Gabelli Asset Management Inc.207.475.7 36.5% 14.6x 12.5x 5.32x 24.3x 4.0% -1.2% 19.1%

T. Rowe Price Group, Inc. 995.6 410.3 41.2% 13.8x 11.4x 5.70x 26.8x 3.0% 7.8% 0.2%

Waddell & Reed Financial, Inc.439.692.9 21.1% 22.5x 15.8x 4.75x 22.5x 5.7% 0.7% 10.9%

W.P. Stewart 116.5 59.3 50.9% 16.4x NA 8.35x 22.4x 11.3% -12.9% 1.7%

Median 509.1 234.8 41.5% 13.3x 9.6x 4.76x 23.7x 3.4% 1.6% 10.0%

Fiduciary Counsel, Inc. 1.4 0.0 2.4% NA NA NA NA NA NA NA

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Valuation Analysis

Comparable Company Analysis – Investment Management

Financial Performance Measures and Valuation Highlights for Comparable Companies:

Revenues for the companies ranged from $117 million to $2.8 billion. LTM revenue multiples range from 3.9x to 8.3x, with a median of 4.8x. Growth rates over the most recent twelve month period have ranged from a decline of 12.9% to an increase of 12.7%, with a median growth rate of 1.6%.

LTM EBITDA multiples ranged from 8.8x to 22.5x, with a median of 13.3x. EBITDA margins ranged from 21.1% to 50.9%, with a median margin of 41.5%. Most asset management companies enjoy significant operating leverage as revenue growth (from strong investment performance) outpaces expense growth.

Comparison of Fiduciary Counsel to Comparable Companies:

Although Fiduciary Counsel is significantly smaller and does not manage mutual funds, it operates in a similar industry and it is, therefore, helpful to consider the multiples. As shown by the strong stock price performance and high valuation multiples, it is clear that investors perceive asset management and high net-worth financial advisory companies favorably.

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Valuation Analysis

Comparable Company Analysis – Conclusions: Fiduciary Counsel

? No one company is ideally comparable to Fiduciary Counsel. The Company is significantly smaller than its peer companies with respect to revenues and EBITDA. The Comparable Company Analysis of Fiduciary Counsel results in an enterprise value range of $1.3 million to $1.8 million. The selected valuation multiples appear in the following table.

Fiduciary Counsel, Inc.

Summary of Comparable Company Analysis ($            in 000’s)

December 31, 2003

Fiduciary

Counsel Chosen Valuation Multiples Public Peer

Performance Low Mid High Range

Selected Multiple 7.0x 7.5x 8.0x 8.8x — 22.5x

LTM EBITDA $ 33.7 NM NM NM

Selected Multiple 5.0x 5.5x 6.0x 7.2x — 15.8x

Projected 2005 EBITDA $ 287.1 $ 1,435.5 $ 1,579.0 $ 1,722.6

Selected Multiple 1.00x 1.25x 1.50x 3.9x — 8.3x

Projected 2004 Revenues $ 1,191.8 $ 1,191.8 $ 1,489.7 $1,787.7

Comparable Company

Enterprise Value Range $ 1,313.6 $ 1,534.4 $1,755.1

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Valuation Analysis

Discounted Cash Flow Analysis – CF Assumptions: Unified Trust

The table below summarizes key income statement and cash flow assumptions for Unified Trust for the period 2004 to 2013, and the calculation of free cash flow for each year.

Unified Trust Company, N.A.

Projected ($            in 000s) Fiscal Year Ending December 31,

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

AUM $825,007 $1,003,513 $1,199,360 $1,408,682 $1,581,871 $1,776,352 $1,994,744 $2,239,986 $2,515,379 $2,824,629

growth 21.8% 21.6% 19.5% 17.5% 12.3% 12.3% 12.3% 12.3% 12 .3% 12.3%

Revenue $6,214 $8,028 $9,595 $11,269 $12,655 $14,211 $15,958 $17,920 $20,123 $22,597

EBITDA964 1,325 1,775 2,423 2,721 3,055 3,431 3,853 4,326 4,858

margin 15.5% 16.5% 18.5% 21.5% 21.5% 21.5% 21.5% 21.5% 21.5% 21.5%

Profit Before Taxes850 1,232 1,685 2,331 2,625 2,954 3,322 3,735 4,197 4,716

Taxes @ 39.5% (336) (487) (665) (921) (1,037) (1,167) (1,312) (1,475) (1,658) (1,863)

Net Income $514 $745 $1,019 $1,411 $1,588 $1,787 $2,010 $2,259 $2,539 $2,853

Plus: Depr. & amort.115 93 90 91 95 101 109 118 129 143

Less: Working Capital 49 (325) (281) (301) (249) (279) (314) (352) (396) (444)

Less: CAPEX (62) (80) (96) (113) (127) (142) (160) (179) (201) (226)

Free Cash Flow $616 $432 $732 $1,089 $1,308 $1,467 $1,645 $1,846 $2,072 $2,325

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Valuation Analysis

Discounted Cash Flow Analysis – CF Assumptions: Unified Trust

Revenue and Profitability (see Appendix C for CF detail):

Growth in assets under management (“AUM”) are a function of both investment performance and additional annual funding. AUM are projected to increase 21.8% in 2004, reflecting investment performance of 8.0% and additional funding of 14.2% of beginning of year AUM.

Thereafter, AUM are projected to increase as a result of annual investment returns of 8.0% and additional annual funding of 14% of beginning of year AUM in 2005, 12% of AUM in 2006, and 10% of AUM in 2007 before reaching a 5% of AUM steady state of annual additional funding in 2008.

Revenues are a product of AUM and fees of 80 basis points, consistent with the past three years of performance.

Gross margin assumptions are projected to remain stable at 80% throughout the projection period, which is consistent with historical levels.

Total operating expenses are projected to slightly decrease from 72.0% of revenue in 2003 to 64.5%, 63.5%, and 61.5% of revenue in 2004, 2005, and 2006 respectively and 58.5% of revenue in 2007 and beyond.

EBITDA margins improve in 2007 to 21.5% as Unified Trust is better able to leverage its fixed expenses against higher AUM.

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Valuation Analysis

Discounted Cash Flow Analysis – CF Assumptions: Unified Trust (continued)

Investment Assumptions:

Capital expenditures in 2004 are forecasted at approximately $62,000 and at 1.0% of revenue per year throughout the projection period.

Working capital levels are forecasted based on their recent historical levels.

Equity Rate of Return Assumptions:

Cost of equity capital range of 17% to 19%.

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Valuation Analysis

Discounted Cash Flow Analysis – Conclusions: Unified Trust

The DCF analysis of Unified Trust results in an enterprise value range of $9.5 million to $11.8 million. This analysis implies the valuation multiples listed in the following table.

Unified Trust Company, N.A.

Summary of DCF Conclusions ($            in 000’s)

December 31, 2003

Unified Trust Implied Valuation Multiples

Performance Low Mid High

DCF Enterprise Value Range$9,500.0 $10,500.0 $11,800.0

LTM EBITDA $541.9 17.4x 19.4x 21.8x

Projected 2004 EBITDA $964.5 9.8x 10.9x 12.2x

LTM NOPAT 1 $279.7 33.8x 37.6x 42.2x

Projected 2004 NOPAT 1 $514.2 18.4x 20.4x 23.0x

LTM Revenues $5,365.1 1.76x 1.96x 2.20x

1 NOPAT = Net Operating Profit After Taxes

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Valuation Analysis

Comparable Company Analysis – Unified Trust

? Most trust companies are part of large banks where trust revenues are a small percentage of total revenues. In considering a group of comparable companies, we searched for small banks with the largest percentage of non-interest revenues, thinking that such banks might have a large percentage of trust revenues. Since this supposition proved false, we do not have any comparable publicly traded trust companies.

? We used the multiples from the asset management comparable companies as the business of Unified Trust is similar to these asset management comparables. This analysis results in an enterprise value range of $8.4 million to $9.6 million. The selected valuation multiples appear in the following table.

Unified Trust Company, N.A.

Summary of Comparable Company Analysis ($            in 000’s)

December 31, 2003

Unified Trust Chosen Valuation Multiples Public Peer 1

Performance Low Mid High Range

Selected Multiple 11.5x 12.0x 12.5x 8.8x — 22.5x

LTM EBITDA $541.9 $6,232.3 $6,503.3 $6,774.2

Selected Multiple 9.5x 10.0x 10.5x 7.2x — 15.8x

Projected 2004 EBITDA $964.5 $9,162.6 $9,644.9 $10,127.1

Selected Multiple 17.0x 17.5x 18.0x 12.9x — 21.6x

Projected 2004 NOPAT $514.2 $8,741.5 $8,998.6 $9,255.7

Selected Multiple 1.75x 2.00x 2.25x 3.9x — 8.3x

LTM Revenues $5,365.1 $9,389.0 $10,730.3$12,071.6

Comparable Company

Enterprise Value Range $8,381.4 $8,969.3 $9,557.2

1 Peer range of NOPAT (Net Operating Profit After Taxes) multiples is P/E multiples of public companies.

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Valuation Analysis

Discounted Cash Flow Analysis – Consolidated CF Assumptions: Unified Financial

? The table below summarizes key income statement and cash flow assumptions for Unified Financial Services as a consolidated entity for the period 2004 to 2013, and the calculation of free cash flow for each year.

Unified Financial Services

Projected ($            in 000s) Fiscal Year Ending December 31,

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Revenue $14,938 $18,126 $21,097 $24,379 $27,032 $29,979 $32,559 $35,399 $38,528 $41,978

growth 13.5% 21.3% 16.4% 15.6% 10.9% 10.9% 8.6% 8.7% 8.8% 9.0%

Corporate Expense 1,175 1,175 1,175 1,175 1,175 1,175 1,175 1,175 1,175 1,175

EBITDA1,123 2,212 2,981 3,960 4,520 5,141 5,690 6,294 6,960 7,694

margin 7.5% 12.2% 14.1% 16.2% 16.7% 17.1% 17.5% 17.8% 18.1% 18.3%

Profit Before Taxes 822 1,929 2,720 3,704 4,255 4,862 5,391 5,974 6,617 7,326

Taxes @ 40% (325) (762) (1,074) (1,463) (1,681) (1,921) (2,130) (2,360) (2,614) (2,894)

Net Income $498 $1,167 $1,645 $2,241 $2,574 $2,942 $3,262 $3,614 $4,003 $4,432

Plus: Depr. & amort.301 283 262 257 264 279 299 320 343 368

Less: Working Capital110 (348) (305) (328) (270) (303) (327) (366) (410) (460)

Less: CAPEX (216) (215) (250) (289) (321) (356) (384) (415) (449) (486)

Free Cash Flow $693 $888 $1,351 $1,879 $2,248 $2,562 $2,849 $3,153 $3,487 $3,854

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Valuation Analysis

Discounted Cash Flow Analysis – CF Assumptions: Unified Financial Services

Revenue and Profitability (see Appendix A for CF detail):

The profit before taxes and free cash flow in the consolidated Discounted Cash Flow Analysis is the compilation of the previously discussed Unified Fund Services, Unified Trust, and Fiduciary Counsel operations.

$1.2 million of corporate expenses were subtracted from operating earnings each year.

Equity Rate of Return Assumptions:

Cost of equity capital range of 16% to 18%.

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Valuation Analysis

Discounted Cash Flow Analysis – Conclusions: Unified Financial Services

The DCF analysis of Unified Financial Services results in an enterprise value range of $16.2 million to $20.1 million. The midpoint of this valuation range is $18.0 million. This analysis implies the valuation multiples listed in the following table.

Unified Financial Services, Inc. Summary of DCF Conclusions ($            in 000’s) December 31, 2003

Unified Implied Valuation Multiples Performance Low Mid High

DCF Enterprise Value Range $16,200.0 $18,000.0 $20,100.0

LTM EBITDA $ (172.7) NM NM NM

Projected 2004 EBITDA $ 1,123.4 14.4x 16.0x 17.9x

LTM NOPAT 1 $ (261.1) NM NM NM

Projected 2004 NOPAT 1 $ 497.5 32.6x 36.1x 40.5x

LTM Revenues $ 14,754.7 1.23x 1.37x 1.53x

1 NOPAT = Net Operating Profit After Taxes

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Valuation Analysis

Discounted Cash Flow Analysis – Conclusions: Sum of Parts Approach

The aggregate enterprise value implied by the separate DCF Analyses for each business unit ranges from $21.0 million to $25.7 million. However, this aggregate value does not reflect the value of corporate expenses that are present in the consolidated DCF Analysis for Unified Financial Services. Including corporate expenses reduces the aggregate enterprise value by $4.8 million to $5.6 million. The resulting enterprise value is in the range of $16.2 million to $20.1 million.

Unified Financial Services, Inc.

DCF Analysis: Sum of Parts v Consolidated DCF ($            in 000’s)

December 31, 2003

DCF Enterprise Value Range Low Mid High

Unified Fund Services $ 10,120.0 $ 11,060.0 $ 12,200.0

Unified Trust Company, N.A. $ 9,450.0 $ 10,510.0 $ 11,810.0

Fiduciary Counsel $ 1,450.0 $ 1,580.0 $ 1,730.0

Aggregate Enterprise Value $ 21,020.0 $ 23,150.0 $ 25,740.0

Unified Financial Services Value $ 16,210.0 $ 17,980.0 $ 20,130.0

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Valuation Analysis

Valuation Conclusion

Other Assumptions

The following assets are not reflected in the Enterprise Value. These assets are added to the Enterprise Value in the determination of Equity Value detailed in the Executive Summary.

The value of Commonwealth Premium Finance. This value reflects the book value of the business plus 2 years of expected earnings.

The value of Unified Financial Securities. No value was assigned to Unified Financial Securities since the unit will continue to exist as a cash flow neutral entity supporting Unified Fund Services.

The present value of net operating loss carry-forwards (NOL’s). The Company currently has $15.4 million of NOL’s available to carry forward and apply to future income taxes. For each year of the projection period with a positive net income forecast, the NOL’s were utilized as a tax benefit until the balance of NOL’s was depleted. The tax benefit for each year was discounted to the present at the equity cost of capital.

Excess cash of $6.0 million.

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Valuation Analysis

Valuation Conclusion

Based on the DCF and public peer company analyses, it is our opinion that the enterprise value of Unified Financial Services ranges between $15.5 million and $19.1 million with a midpoint of $17.3 million (rounded to $17.5 million).

We arrived at this value by considering the range of both the DCF and public peer company values for each of the companies that comprise Unified Financial Services. The enterprise value conclusions appear on the following page.

To determine the Equity Value from Operations of Unified Financial Services, the value of other corporate assets was added to the enterprise value. The additions to value appear in the table below. The resulting Equity Value from Operations is $28.7 million.

Unified Financial Services, Inc.

Valuation Summary as of December 31, 2003

Enterprise Value $ 17,500,000

Less: Debt $ -

Plus: Excess Cash $ 5,980,000

Plus: Premium Finance Value $ 2,000,000

Plus: PV of Net Operating Loss Carry Forward $ 3,200,000

Equity Value from Operations (as if public) $ 28,680,000

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Valuation Analysis

Valuation Conclusion

Unified Fund Services, Inc.

Summary of Conclusions ($            in 000’s)

December 31, 2003

Enterprise Value Ranges Enterprise Value Conclusion

Low Mid High Low Mid High

Unified Fund Services

Comparable Company Enterprise Value Range$10,000.0$10,700.0$11,500.0

DCF Enterprise Value Range$10,100.0$11,100.0$12,200.0$10,000.0$11,000.0$12,000.0

Unified Trust Company, N.A.

Comparable Company Enterprise Value Range$8,400.0$9,000.0$9,600.0

DCF Enterprise Value Range$9,500.0$10,500.0$11,800.0$9,000.0$10,000.0$11,000.0

Fiduciary Counsel

Comparable Company Enterprise Value Range$1,300.0$1,500.0$1,800.0

DCF Enterprise Value Range$1,500.0$1,600.0$1,700.0$1,300.0$1,500.0$1,700.0

Consolidated Enterprise Value of Unified Financial Services

Aggregate Enterprise Value Range $20,300.0 $22,500.0 $24,700.0

Value Impact of Corporate Expenses$(4,810.0) $(5,170.0) $(5,610.0)

Enterprise Value Conclusion$15,490.0 $17,330.0 $19,090.0

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