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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 Derby Capital Management
(together, the "Purchaser") hereby agree as follows:
1. The Trust hereby offers to the Purchaser and the Purchaser
hereby agree to purchase that number of shares set forth next
to the 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. The Trust hereby
represents that Firstar Bank, National Association has
acknowledged receipt of a purchase confirmation reflecting the
purchase of the Shares, and the Trust hereby acknowledges
receipt from the Purchaser of funds in the aggregate amount of
$100,000 in full payment for the Shares.
2. The Purchaser represents and warrants to the Trust that the
Shares are being acquired for investment purposes and not for
the purpose of distribution.
3. The Purchaser agrees that if it or any direct or indirect
transferee of the Shares held by it redeems the Shares prior
to the fifth anniversary of the date that the Fund begins its
investment activities, the redemption proceeds payable to the
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 the 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
reimbursement to the Trust of such unamortized costs.
4. The Trust represents that a copy of its Declaration of Trust
is on file at the Office of the Secretary of State of the
Commonwealth of Massachusetts.
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 8th day of October, 1999.
Attest: DCM SERIES TRUST
/s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxx
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Title: Vice President
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Attest:
/s/ Xxxxxxxxx X. Xxxxxxx Derby Capital Management
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Xxxxxxxxx X. Xxxxxxx
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
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Title: ________________________
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ADDENDUM A TO PURCHASE AGREEMENT
PURCHASER NUMBER OF SHARES TOTAL PURCHASE PRICE
--------- ---------------- --------------------
Derby Capital Management 10,000 $100,000
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