UNDERWRITING AGREEMENT
BETWEEN
DCM SERIES TRUST
AND
AMERIMUTUAL FUNDS DISTRIBUTOR, INC.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
UNDERWRITING AGREEMENT
----------------------
AGREEMENT made as of this 1st day of April, 2000 by and between DCM Series
Trust, (the "Trust"), and AmeriMutual Funds Distributor, (the "Underwriter").
BACKGROUND
WHEREAS, the Trust is offering shares of beneficial interest (the "Shares") in
an investment portfolio known as the "DCM Growth Fund" (the "Fund"), which is a
series of the Trust; and
WHEREAS, the Fund is a non-diversified open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Underwriter is a corporation experienced in providing distribution
services to mutual funds and possesses facilities sufficient to provide such
services; and
WHEREAS, the Trust desires to avail itself of the experience, assistance and
facilities of the Underwriter and to have the Underwriter perform for the Fund
certain services appropriate to the operations of the Fund and the Underwriter
is willing to furnish such services in accordance with the terms hereinafter set
forth, the Trust and the Underwriter agree to the following terms.
TERMS
A: DISTRIBUTION ACTIVITIES:
1. The Underwriter will receive orders from purchasers for, and the Fund will
sell, issue and deliver from time to time to such purchasers, such part of
the authorized shares of capital stock of the Fund remaining un-issued as
from time to time shall be effectively registered under the Securities Act
of 1933, as amended (the "1933 Act"), at prices determined as hereinafter
provided and on the terms hereinafter set forth, all subject to applicable
Federal and State laws and regulations and to the Declaration of Trust of
the Trust.
2. The Underwriter shall present all orders received by it for Shares to the
Fund by telegraphic or written purchase orders and each such order shall be
subject to the acceptance or rejection by the Fund in the Fund's sole
discretion.
2.1 Notwithstanding any other provision hereof, whenever in the judgment of
the Fund such action is warranted by market, economic or political
conditions or by abnormal circumstances of any kind, the Fund may suspend
the offer of Shares in effect and may, without liability under any provision
of this Agreement, decline to accept or confirm any orders or make any sales
of Shares under this Agreement until such time as the Fund shall deem it
advisable to resume the offering of such Shares, provided that as soon as
practicable after the taking of any such action a special meeting of the
Board of Trustees of the Trust shall be called to be held as soon as
practicable thereafter to determine whether or not such action shall then
continue to be effective, and the period during, or the circumstance under,
which such action shall continue or cease to be effective. During any period
during which the offer of Shares shall be suspended or the Fund shall
decline to accept or confirm any such orders or make any such sales, the
Fund shall be under no obligation to confirm or accept any such orders or
make any such sale at any price.
2.2 The Fund will use its best efforts to keep effectively registered under the
1933 Act for sale as herein contemplated such Shares as the Underwriter
shall reasonably request and as the Securities and Exchange Commission (the
"SEC") shall permit to be so registered.
3. Sales by the Underwriter shall be made as agent for the Fund and all such
sales shall be made to or through qualified dealers or others in such
manner, not inconsistent with the provisions hereof and the then effective
registration statement of the Fund under the 1933 Act, (and related
prospectus), as the Underwriter may determine from time to time.
4. All Shares offered for sale or sold by the Underwriter shall be so offered
or sold at a price per share (the "Offering Price") equal to the net asset
value per Share (determined as authorized from time to time by the Board of
Trustees of the Trust pursuant to its charter).
4.1 For the purpose of determining the Offering Price, the net asset value
of any such Shares shall be so determined in accordance with the then
current offering prospectus. The Fund, or its authorized agent, will
promptly furnish to the Underwriter a statement of the Offering Price as
often as such net asset value is determined and such statement shall, at the
request of the Underwriter, show the basis of computation of the Offering
Price.
4.2 Orders presented by the Underwriter for Shares, if accepted by the Fund,
shall be accepted and confirmed by the Fund or its duly authorized agent at
the Offering Price in effect at the time of its receipt of such order at its
principal office.
4.3 The Underwriter will not in any event (a) offer for sale or sell Shares
of capital stock in excess of the number then effectively registered under
the1933 Act, and available for sale, or (b) offer for sale or sell any
Shares in violation of any applicable Federal or State law, rule or
regulation.
5. The Fund will execute any and all documents and furnish any and all
information which may be reasonably necessary in connection with the
qualification of its Shares of capital stock in such states as the
Underwriter may reasonably request (it being understood that the Fund shall
not be required without its consent to qualify to do business in any
jurisdiction or to comply with any requirement which, in its opinion, is
unduly burdensome). The Underwriter, at its own expense, will effect all
qualifications as dealer or broker.
6. The Fund will furnish to the Underwriter from time to time such information
with respect to its Shares as the Underwriter may reasonably request for
use in connection with the sale of Shares. The Underwriter will not use,
distribute, disseminate or authorize the use or distribution or
dissemination by its dealers or others in connection with such sale of any
literature, advertising or selling aids in any form or through any medium,
written or oral, without prior written specific approval thereof by the
Fund.
7. Nothing herein contained shall limit the right of the Fund, in its absolute
discretion, to issue or sell Shares for such other considerations (whether
in connection with the acquisition of assets or shares or securities of
another corporation or entity or with the merger or consolidation of any
other corporation into or with the Fund, or otherwise) as and to the extent
permitted by its charter and any applicable laws, or to issue or sell any
such Shares directly to the shareholders of the Fund, upon such terms and
conditions and for such consideration, if any, as may be determined by the
Board of Trustees, whether pursuant to the distribution of subscription or
purchase rights to such holders or by way of dividends or otherwise.
8. At the request of the Fund, the Underwriter agrees to act as agent for the
Fund for the repurchase or redemption of Shares of the Fund at such prices
as the Fund from time to time shall prescribe.
9. In selling or reacquiring Shares, the Underwriter agrees to conform to the
requirements of all state and Federal laws relating to such sale or
reacquisition, as the case may be, and will indemnify and hold the Fund
harmless from any damage or expense on account of any wrongful act by the
Underwriter or any employee, representative or agent of the Underwriter.
The Underwriter will observe and be bound by all the provisions of the
charter of the Trust and any fundamental policies adopted by the Fund
pursuant to the 1940 Act, or otherwise, notice of which has been given to
the Underwriter.
10. Neither the Underwriter, any dealer nor any other person is authorized by
the Fund to give any information or to make any representation other than
those contained (a) in the latest effective registration statement (and
related prospectus) filed with the SEC under the 1933 Act as such
registration statement (and prospectus) may be amended from time to time,
or (b) in any statement expressly authorized by the Fund for use in
connection with any sale or reacquisition of Shares for the account of the
Fund.
B. COMPENSATION AND OTHER:
1. In consideration of the agreements on the part of the Underwriter herein
contained, the Underwriter shall receive payment in the amount of $10,000
for the first portfolio, plus $5,000 for each additional portfolio or, 1
basis point of the combined average net assets of the fund/trust, whichever
is greater, per annum billed monthly, plus reimbursement of all reasonable
out-of-pocket expenses incurred at the request of the Fund in fulfillment
of its responsibilities in this Agreement.
2. This Agreement shall continue in effect until such time as there remains no
unsold balance of Shares effectively registered under the 1933 Act;
provided, however, that (a) this Agreement shall continue in effect for a
period more than two years from the date hereof only so long as such
continuance is specifically approved at least annually by the Board
including by a majority of the "disinterested Trustees" or a majority of
the outstanding voting securities of the Fund, and (b) either party hereto
may terminate this Agreement on any date by giving the other party at least
ninety (90) days prior written notice of such termination specifying the
date fixed therefor.
2.1 This Agreement shall automatically terminate in the event of its
assignment by the Underwriter, the term "assignment" having the meaning
defined in Section 2(a)(4) of the 1940 Act.
3. Any notice under this Agreement shall be in writing addressed and delivered
by mail, postage prepaid, to the party to whom addressed at the address
given below, or at such other address as such party shall theretofore have
designated (by notice given to the other party as herein provided) in
writing for the receipt of such notice:
TO THE FUND: TO THE UNDERWRITER:
Xx. Xxxxxxxx X. Xxxxx Mr. Xxxxxxx Xxxx
Co-Chairman and Vice President Vice President
DCM Growth Fund AmeriMutual Funds Distributor, Inc.
0 Xxxxx Xxxxxx 000 Xxxxx Xxxxxxx
Xxxxxx, XX 00000 Xxxxxxxxx, Xxx Xxxx 00000
IN WITNESS WHEREOF, the Trust and the Underwriter have each caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized
on the day and year first above written.
DCM Series Trust AmeriMutual Funds Distributor, Inc.
By: _________________________ By: ___________________________
Xxxxxxxx X. Xxxxx, Xxxxxxx Xxxx, Vice President
Co-Chairman and Vice-President
