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Exhibit (l)
PURCHASE AGREEMENT
DCM Series Trust (the "Trust"), a Massachusetts business Trust, on
behalf of the DCM Growth Fund (the "Fund"), and Xxxx X. Derby and Xxxxxxxx X.
Xxxxx (together, the "Purchasers") hereby agree as follows:
1. The Trust hereby offers to the Purchasers and the Purchasers
hereby agree to purchase that number of shares set forth next
to each Purchaser's name on Addendum A to this Purchase
Agreement at $10.00 per share (hereafter "Shares"). The Shares
are the "initial shares" of the Fund. ____________ hereby
acknowledges receipt of a purchase confirmation reflecting the
purchase of the Shares, and the Trust hereby acknowledges
receipt from the Purchasers of funds in the aggregate amount
of $100,000 in full payment for the Shares.
2. Each of the Purchasers represent and warrant to the Trust that
the Shares are being acquired for investment purposes and not
for the purpose of distribution.
3. Each of the Purchasers agree that if either of them or any
direct or indirect transferee of the Shares held by them
redeems the Shares prior to the fifth anniversary of the date
that the Fund begins its investment activities, the redemption
proceeds payable to such Purchaser or such transferee will be
reduced by an amount equal to the number resulting from
multiplying the Fund's total unamortized costs by a fraction,
the numerator of which is equal to the number of Shares
redeemed by such Purchaser or such transferee and the
denominator of which is equal to the number of Shares of the
Fund outstanding as of the date of such redemption, as long as
the administrative position of the staff of the Securities and
Exchange Commission requires such reimbursement.
4. The Trust represents that a copy of its Declaration of Trust
is on file at the Secretary of State's office.
5. This Agreement has been executed on behalf of the Trust by the
undersigned officer of the Trust in his capacity as an officer
of the Trust. The obligations of this Agreement shall be
binding only upon the assets and property of the Fund and
shall not be binding upon any individual Trustee, officer or
shareholder of the Fund or the Trust.
6. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the Commonwealth
of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ____ day of __________, 1999.
Attest: DCM SERIES TRUST
____________________________ By:____________________________
Name:__________________________
Title:_________________________
Attest:
____________________________ _______________________________
Xxxx X. Derby
Attest:
____________________________ _______________________________
Xxxxxxxx X. Xxxxx
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ADDENDUM A TO PURCHASE AGREEMENT
PURCHASER NUMBER OF SHARES TOTAL PURCHASE PRICE
--------- ---------------- --------------------
Xxxx X. Derby 5,000 $50,000
Xxxxxxxx X. Xxxxx 5,000 $50,000
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