N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number

811-09527

The DCM Series Trust

(Exact name of registrant as specified in charter)

7 Wells Avenue, Newton, MA 02459

(Address of principal executive offices)

(Zip code)

Stephen C. Schuyler, Gemini Fund Services, LLC

150 Motor Parkway, Suite 205, Hauppauge, NY 11788  

(Name and address of agent for service)

Registrant's telephone number, including area code:

Date of fiscal year end:

9/30

Date of reporting period: 9/30/03

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1.  Reports to Stockholders.

	ANNUAL REPORT
DCM GROWTH FUND
TRUSTEES
Scott Allen Stuart N. Cole Stephen Dephoure Jonathan J. Derby Mark A Derby Neal Shalom
INVESTMENT ADVISOR
Derby Capital Management, Inc. 7 Wells Avenue Newton, MA 02459
ADMINISTRATOR
Gemini Fund Services, LLC 150 Motor Parkway Hauppauge, NY 11788
CUSTODIAN
Bank of New York Co., Inc. 15 Broad Street, 7th Floor New York, NY 10286
LEGAL COUNSEL
Goodwin Procter LLP Exchange Place Boston, MA 02109	DCM Growth Fund
INDEPENDENT ACCOUNTANTS
Russell, Brier & Co. Ten P.O. Square – 6th Floor Boston, MA 02109
DCM Growth Fund c/o Gemini Fund Services, LLC Omaha, NE 68154-1952 www.dcmfunds.com
Member NASD/SIPC
Not FDIC Insured No Bank Guarantee May Lose Value	September 30, 2003

Dear Fellow Shareholder:

We are delighted to report that our return for fiscal 2003 was 19.34%*. This was especially gratifying as these returns were produced with less risk and volatility as we maintained a large cash and equivalent position throughout the year.

Most holdings appreciated over the period, but several contributed meaningfully to performance. D.R. Horton^† returned 94%.  We invested in this national builder of moderately priced homes at a time when many feared rising interest rates would hurt their business.  As usual, most guesses as to the direction of interest rates proved wrong and the company continued to post much better than expected earnings and now builds more homes in the US than any other publicly owned builder.

Our two largest holdings, Citigroup^†† and Washington Mutual^‡ returned 57% and 31%, respectively. Citigroup is a long time holding that was temporarily depressed because of interest rate fears coupled with the bad publicity surrounding the Wall Street research settlement. Washington Mutual is the nation’s largest thrift that benefited tremendously from the refinancing boom.  Again, investor fear of the end of the boom drove the stock price down and gave us an excellent opportunity to own this wonderful franchise that generates lots of cash and has paid a 4% dividend.

Worries that consumers would put off spending and thus affect retailers helped push the price of Rent-A-Center^‡‡ down.  What Wall Street misunderstood was that higher unemployment and a slower economy can actually increase Rent-A-Center’s target market, which typically is the consumer that has difficulty obtaining credit.  The rent-to-own option is some consumers’ only option if they want furniture, appliances or electronics.   We viewed this as an opportunity to invest in one of the largest and most profitable rent-to-own businesses in the U.S.

Clear Channel Communications, the largest radio station owner in the country, took it on the chin when a bill was proposed in Congress that addressed its size and its ability to exert monopoly-like powers.  As is the case with many proposed bills pushed by competitors, this one gained little traction.  As the ‘headline risk’ disappeared, buyers of the stock reappeared and we took advantage of the buyer’s euphoria by selling into the rally.

We also sold our position in Goldman Sachs Group after it reached our assessment of its intrinsic value.  The big lever for Goldman is the fee it collects for underwriting (e.g., IPOs) and consulting in merger and acquisition transactions.  We believed that despite our projections for a solid rebound in both underwriting and Mergers & Acquisitions, the market was pricing in a return to the late 1990’s boom years.  Prudence dictated that we take our profits and assume any additional rise in the stock price would be based upon momentum and not fundamentals.

We believe we ended the year in great shape.   Moreover, we believe we have a portfolio of businesses that generate strong, consistent cash flows, maintain solid balance sheets, offer premium branded products and services, and, importantly, are currently priced below our assessment of their true worth.  In addition, our cash position is at a relatively high 20%, which reflects our discipline to investing at the right price as opposed to any price.  

As we have seen in the news lately, being disciplined is a lot harder for some than for others.  For us, being disciplined goes hand-in-hand with being prudent and acting in our shareholder’s best interest, which is easy for us as we are the largest shareholders of the Fund. Its not hard to avoid conflicts of interest when you ask yourself what you would expect or demand if you were a shareholder of the Fund.

Apparently, many people at the big fund firms not only did not know the answer, they did not know to ask the question.  Over the last few months there have been a number of investigations launched into improper trading practices, including “late trading” and market-timing at most of the major funds. “Late-trading” occurs when a trade is placed after the cut-off that day for accepting orders.  It is essentially backdating the order and is a violation of the law. Market timing is like day trading, but in the mutual fund world. Although not illegal, the huge inflows and outflows over a short time period can have an adverse effect on existing shareholders as the fast trades dilute their interest in the fund. To combat this, we have in place a 1% charge for redemptions made within six months of an investment in our Fund.  We hope this will not only discourage market-timers, but also compensate existing shareholders.

As we read each account of dishonesty and the related firings and charges, we are reminded of the old adage “bulls and bears make money while pigs go home broke.”  We have a Code of Ethics at our firm.  Although it is long and detailed, the essence is straightforward and simple and boils down to a single commandment that is easy to remember and easy to follow: Shareholders come first.

We appreciate your support and continued confidence and look forward to a mutually prosperous relationship.   

Sincerely
Jon	Mark

The views expressed are as of November 2001, 2003 and are those of the advisor, Derby Capital Management.   The views are subject to change at any time in response to changing circumstances in the markets and are not intended to predict or guarantee the future performance of any individual security, market sector or the markets generally or the DCM Growth Fund.   

DCM – 11/24/03 - 40

^†   D.R. Horton, Inc. comprised 2.93% of net assets at September 30, 2003.

^†† Citigroup, Inc. comprised 7.81% of net assets at September 30, 2003.

^‡   Washington Mutual, Inc. comprised 8.25% of net assets at September 30, 2003.

^‡‡  Rent-A-Center comprised 4.58% of net assets at September 30, 2003.

* DCM Growth Fund Performance Summary - For Periods Ended September 30, 2003
				Calendar				Annualized
		1 Year		YTD (1)		3 Months (1)		Since Inception (2)
The DCM Growth Fund		19.34	%	13.09	%	1.17	%	-8.93	%
S&P 500 Index(3)		24.40	%	14.72	%	2.65	%	-4.98	%
(1)	Total return figures are not annualized, as they may not be representative of the total return for the year.
(2)	Inception date is October 19, 1999.
(3)	The Standard & Poor's 500 Index ("S&P 500 Index") is a market capitalization-weighted measure of 500 widely held
	common stocks.   Please note, an investor may not invest directly in an index.
Data Source: Lipper Inc.
Past performance is no guarantee of future performance.   The investment return and the Fund's Net Asset Value will fluctuate so that
an investor's shares, when redeemed, may be worth more or less than the original cost.   The Fund's total return figures include
the reinvestment of dividends and capital gain distributions, if any.   Total return figures may have been lower had the advisor
not waived a portion of its fees.   Total return does not reflect the deduction of taxers that a shareholder would pay on distributions
or on the redemption of Fund shares.
	COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENTS IN THE DCM GROWTH FUND VS. THE S&P 500 INDEX** FROM INCEPTION ON OCTOBER 19, 1999
	** An index is unmanaged and is not subject to the same management and trading expenses as a mutual fund.

DCM GROWTH FUND
SCHEDULE OF INVESTMENTS
September 30, 2003
							Market
Shares					Security		Value
	COMMON STOCK - 80.82%
		Consumer Discretionary - 17.66%
			Manufacturing - 2.98%
3,795			American Standard Co., Inc. +				$       319,729
			Media - 4.50%
6,230			Gannett, Inc.				483,200
			Retailing - 10.18%
7,491			Home Depot, Inc.				238,588
11,302			Regis Corp.				362,794
15,229			Rent-A-Center Inc. +				491,897
							1,093,279
		Financials - 36.14%
			Diversified Financials - 30.69%
10,000			American Express Co.				450,600
8,788			Bank of New York, Inc.				255,819
18,432			Citigroup, Inc.				838,840
8,403			FleetBoston Financial Corp.				253,350
22,507			Washington Mutual, Inc.				886,101
11,891			Wells Fargo & Co.				612,387
							3,297,097
			Insurance - 5.45%
10,152			American International Group, Inc.				585,770
		Healthcare - 8.76%
			Pharmaceuticals & Biotechnology - 4.75%
16,800			Pfizer, Inc.				510,384
			Medical Laboratory & Testing Services- 4.01%
15,000			Laboratory Corp. of America Holdings +				430,500
		Industrials - 18.26%
			Capital Goods - 7.03%
9,632			D.R. Horton, Inc.				314,966
14,801			General Electric Co.				441,218
							756,184
			Commercial Services & Supplies - 11.23%
8,342			Automatic Data Processing, Inc.				299,061
20,556			Bisys Group, Inc. +				270,311
DCM GROWTH FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2003
Shares /							Market
Principal ($)					Security		Value
			Commercial Services & Supplies - 11.23% (continued)
5,000			Cendant Corp. +				$         93,450
12,601			H&R Block, Inc.				543,733
							1,206,555
			TOTAL COMMON STOCK
				(Cost $8,538,705)			8,682,698
	SHORT-TERM INVESTMENTS - 18.73%
512,498			Bank of New York Hamilton Fund				512,498
500,000			New York Life Investment Management
				Institutional Prime Cash Fund			500,000
$ 1,000,000			U.S. Treasury Bills, Due 10/2/03				999,976
			TOTAL SHORT-TERM INVESTMENTS
				(Cost $2,012,474)			2,012,474
			TOTAL INVESTMENTS
				(Cost $10,551,179*)		99.55%	$  10,695,172
			Other assets less liabilities			0.45%	48,024
			TOTAL NET ASSETS			100.00%	$  10,743,196
+      Non-income producing security.
*      Aggregate cost for Federal income tax purposes is substantially the same.

DCM GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
September 30, 2003
Assets:
	Cash	$              338,122
	Investments in securities, at value
	(Cost $8,538,705) (Note 2)	8,682,698
	Short-term investments, at cost (Note 2)	2,012,474
	Dividends and interest receivable	9,282
	Prepaid expenses and other assets	6,998
	Total Assets	11,049,574
Liabilities:
	Payable for investments purchased	288,626
	Investment advisory fees payable (Note 3)	3,386
	Accrued trustees' fees	2,005
	Accrued expenses and other liabilities	12,361
	Total Liabilities	306,378
	Net Assets	$         10,743,196
Net Assets Consist Of:
	Paid in capital	$         15,547,492
	Accumulated net realized loss from security transactions	(4,948,289)
	Net unrealized appreciation of investments	143,993
		$         10,743,196
	Net asset value and redemption price per share
	($10,743,196/1,553,984 shares of capital stock outstanding)	$                    6.91

DCM GROWTH FUND
STATEMENT OF OPERATIONS
For the Year Ended September 30, 2003
Investment Income:
	Dividends	$              113,029
	Interest	12,456
	Total investment income	125,485
Expenses:
	Advisory fees (Note 3)	89,194
	Administration fees	47,363
	Transfer agent fees	25,007
	Legal fees	18,289
	Audit fees	11,917
	Trustees' fees	9,572
	Registration fees	7,125
	Insurance expense	6,767
	Printing expense	5,473
	Custody fees	5,170
	Other expenses	1,477
	Total expenses	227,354
	Less:
	Advisory fees waived and expenses reimbursed (Note 3)	(93,419)
	Net expenses	133,935
	Net investment loss	(8,450)
Net Realized and Unrealized Gain (Loss)
on Investments (Notes 2 and 4):
	Net realized loss from security transactions	(1,641,420)
	Net change in unrealized appreciation (depreciation) of investments	3,188,127
	Net realized and unrealized gain on investments	1,546,707
	Net increase in net assets resulting from operations	$           1,538,257

DCM GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
		For the Year	For the Year
		Ended	Ended
		September 30, 2003	September 30, 2002
From Operations:
	Net investment loss	$                 (8,450)	$               (38,379)
	Net realized loss from security transactions	(1,641,420)	(1,485,966)
	Net change in unrealized appreciation
	(depreciation) of investments	3,188,127	547,491
	Net increase (decrease) in net assets
	resulting from operations	1,538,257	(976,854)
From Capital Share Transactions:
	Shares sold	3,043,700	1,626,865
	Shares redeemed	(981,207)	(1,177,645)
	Net increase in net assets from
	capital share transactions	2,062,493	449,220
	Net increase (decrease) in net assets	3,600,750	(527,634)
Net Assets:
	Beginning of Year	7,142,446	7,670,080
	End of Year*	$         10,743,196	$           7,142,446
	* Includes accumulated net investment loss of:	$                          -	$             (159,512)
Capital Share Transactions:
	Shares sold	473,112	232,300
	Shares redeemed	(152,847)	(177,512)
		320,265	54,788

DCM GROWTH FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
		For the		For the	For the	For the
		Year Ended		Year Ended	Year Ended	Period Ended
		September 30,		September 30,	September 30,	September 30,
		2003		2002	2001	2000(1)
Net Asset Value, Beginning of Year		$             5.79		$             6.51	$           10.06	$           10.00
Income (Loss) From
Investment Operations:
	Net investment loss (2)(3)	(0.01)	*	(0.03)	(0.10)	(0.09)
	Net realized and unrealized gain (loss)
	from investment operations (2)	1.13		(0.69)	(3.45)	0.15
Total from investment operations		1.12		(0.72)	(3.55)	0.06
Net Asset Value, End of Year		$             6.91		$             5.79	$             6.51	$           10.06
Total Return (4)		19.34%		(11.06)%	(35.29)%	0.60%
Ratios/Supplemental Data:
Net assets end of year (000s)		$         10,743		$           7,142	$           7,670	$         10,864
Ratio of expenses to average net
	assets, before waiver/reimbursement	2.55%		2.54%	2.22%	2.61%	(5)
Ratio of net expenses to average net
	assets, after waiver/reimbursement	1.50%		1.50%	1.48%	1.50%	(5)
Ratio of net investment loss to average
	net assets, before waiver/reimbursement	(1.14)%		(1.48)%	(1.36)%	(1.95)%	(5)
Ratio of net investment loss to average
	net assets, after waiver/reimbursement	(0.09)%		(0.44)%	(0.62)%	(0.83)%	(5)
Portfolio Turnover Rate		41.99%		31.51%	40.14%	62.69%
(1)	For the period from October 19, 1999 (commencement of operations) to September 30, 2000.
(2)	Per share amounts calculated using the monthly average shares method.
{3)	For the year ended September 30, 2003, the years ended September 30, 2002 and 2001 and for the period ended
	September 30, 2000, the advisor voluntarily waived its fee and reimbursed other expenses.   Had such actions not been
	undertaken, net investment loss per share would have been $(0.07), $(0.10), $(0.22) and $(0.21), respectively.
(4)	Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions,
	if any.   Total returns for periods less than one year are not annualized.
(5)	Annualized.
*	Unrounded value is $(0.006).

DCM GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

September 30, 2003

Note 1.  Organization

The DCM Growth Fund (the “Fund”), is organized as a series of the DCM Series Trust (the “Trust”), a Massachusetts business trust formed on August 5, 1999, and registered as an open-end, non-diversified, management investment company under the Investment Company Act of 1940 (“1940 Act”), as amended.  The Fund commenced operations on October 19, 1999.  The Fund’s business and affairs are managed by its officers under the direction of its Board of Trustees.  The Fund’s investment objective is to seek long-term growth of capital.

Note 2.  Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Fund.  These policies are in conformity with accounting principles generally accepted in the United States of America.

A.

Security Valuation - Securities are valued as of the close of each business day, at the last sales price on the exchange or the over-the-counter market in which such securities are primarily traded, or in the absence of recorded sales, the mean between the closing bid and ask prices. Securities for which market quotations are not readily available are valued at their fair value following procedures approved by the Board of Trustees.  Short-term investments held by the Fund that mature in 60 days or less are valued at amortized cost, which approximates market value.

B.

Security Transactions and Related Investment Income - Securities transactions are accounted for on the trade date.  Cost is determined and gains and losses are based upon the specific identification method for both financial statement and Federal income tax purposes.   Dividend income is recorded on the ex-dividend date.  Interest income is recorded on the accrual basis.   

C.

Federal Income Taxes - The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.  Therefore, no provision for Federal income tax is required.

At September 30, 2003, the DCM Growth Fund had, for Federal income tax purposes, approximately the following capital loss carryforwards available to offset future capital gains expiring on September 30 of the years below:

    2008

             2009

    2010                 2011

   Total

Capital Loss Carryforwards        $358,000       $1,463,000      $1,486,000       $1,641,000      $4,948,000

To the extent that these carryforward losses are used to offset capital gains, it is probable that the gains so offset will not be distributed.

D.

Dividends and Distributions to Shareholders - The Fund records dividends and distributions to shareholders on the ex-dividend date.  The Fund will distribute its net investment income, if any, and net realized capital gains, if any, annually.

E.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

DCM GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2003

F.

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  

Note 3. Investment Advisory Fee and Other Transactions

The Trust has entered into an investment advisory agreement (the “Agreement”) with Derby Capital Management, Inc. (the “Advisor”). Pursuant to the Agreement, the Advisor manages the investment portfolio of the Fund, subject to policies adopted by the Trust’s Board of Trustees, and furnishes office space and all necessary facilities, equipment and executive personnel necessary for managing the day-to-day operations of the Fund.   For its services, the Advisor receives a fee, paid monthly, calculated at an annual rate of 1.00% of the Fund’s average daily net assets.

The Advisor has voluntarily agreed to waive its advisory fee and reimburse other expenses to the extent the Fund’s operating expenses exceed 1.50% (excluding distribution and service fees, brokerage commissions, interest, taxes and extraordinary expenses, if any) of the Fund’s average daily net assets. For the year ended September 30, 2003, the Advisor waived fees amounting to $89,194 and reimbursed expenses amounting to $4,225.

The Trust has entered into an Administrative Service and Transfer Agency and Service Agreements (“Agreements”) with Gemini Fund Services, LLC (“GFS”), formerly known as Orbitex Fund Services, Inc. Pursuant to the Agreements, GFS serves as Administrator, Transfer Agent and Dividend Disbursing and Fund Accounting agent to the Fund. For these services, the Fund pays GFS an annual fee, paid monthly, based on a percentage of the Fund’s average daily net assets, subject to certain minimum requirements.

The Distributor of the Trust is Orbitex Funds Distributor, Inc. (“OFD”).   The Trust has adopted a Distribution Plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act.   Pursuant to the Plan, the Distributor will pay the promotional and advertising expenses related to the distribution of the Fund’s shares and for the printing of all Fund prospectuses used in connection with distribution and sale of the Fund’s shares. The Fund will pay the Distributor a fee calculated at an annual rate of .25% of the Fund’s average daily net assets. During the year ended September 30, 2003, the Plan was not in effect, hence the Fund did not accrue any fees.  

Note 4.  Investment Transactions

During the year ended September 30, 2003, purchases and sales of investment securities, excluding short-term securities, aggregated $4,062,018 and $2,914,836, respectively.

At September 30, 2003, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows:

   Gross unrealized appreciation……………………………………………………….$    930,700

   Gross unrealized depreciation……………………………………………………….$   (786,707)

   Net unrealized appreciation………………………………………………………….$    143,993

DCM GROWTH FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2003

Note 5.   Tax Components of Capital and Other

The DCM Growth Fund did not make any distributions to shareholders during the year ended September 30, 2003.

As of September 30, 2003, the components of distributable earnings on a tax basis were as following:

       Accumulated

net investment    income (loss)	Capital loss carryforwards	Unrealized appreciation
-	$(4,948,000)	$143,993

For the year ended September 30, 2003, the Fund made the following reclassifications as the result of

book to tax differences resulting from operating losses:

Decrease accumulated net investment loss	Decrease paid-in capital	Increase (decrease) accumulated net realized loss on investments
$167,962	$(167,962)	-

Net assets of the Fund were unaffected by the reclassifications above.

INDEPENDENT AUDITORS’ REPORT

To the Board of Trustees and Shareholders

DCM Growth Fund

Newton, Massachusetts

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of DCM Growth Fund (the “Fund”) as of September 30, 2003, and the related statements of operations for the year then ended, changes in net assets, and financial highlights for each of the two years in the period then ended.  These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.  The financial highlights for the year ended September 30, 2001 and for the period from October 19, 1999 (commencement of operations) to September 30, 2000 were audited by other auditors whose report dated October 26, 2001, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights.  Our procedures included confirmation of securities owned as of September 30, 2003 by correspondence with the custodian and brokers.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of DCM Growth Fund as of

September 30, 2003, the results of its operations, changes in its net assets, and the financial highlights for the years then ended in conformity with accounting principles generally accepted in the United States of America.

RUSSELL, BRIER & CO.

Boston, Massachusetts

October 31, 2003

DCM GROWTH FUND

TRUSTEES AND OFFICERS

The Trustees and officers of the DCM Growth Fund are listed below, together with their principal occupations during the past five years. Unless otherwise indicated, the address of each person listed below is 7 Wells Avenue, Newton, MA 02459.

Name, Age and Address	Position, Term of Office and Length of Time Served with the DCM Series Trust	Principal Occupation(s) During Past 5 Years and Current Directorships
INTERESTED TRUSTEE
	Term Lifetime of Trust until removal, resignation or retirement
Jonathan Jay Derby (40)	Co-Chairman, Vice- President, Secretary and Treasurer since 1999	Vice-President and legal counsel for Derby and Company, Inc.
Mark Alan Derby (43)	Co-Chairman, President since 1999	Vice President of Derby and Company, Inc.
NON-INTERESTED TRUSTEES
	Term Lifetime of Trust until removal, resignation or retirement
Stuart N. Cole (42)	Trustee since 1999	Partner in the law firm of Barr & Cole, Chief Executive Officer of County Mortgage Trust, Partner and founder of H&S Investments, President of Washington Realty, Inc.
Stephen Dephoure (60)	Trustee since 1999	Trustee of the Fund, Principal of Dephoure & Company.
Scott Allen (43) Neal Shalom (45)	Trustee since 2002 Trustee since 2002	Vice-President/General Manager of M.S. Walker Co., Member of the Presidents Council for the Distilled Spirits Industry. Partner in Equity Industrial Partners Corp., President of Newmarket Properties Ltd.

Item 2. Code of Ethics.

(a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b)

For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1)

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3)

Compliance with applicable governmental laws, rules, and regulations;

(4)

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)

Accountability for adherence to the code.

(c)

Amendments:  During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

(d)

Waivers:  During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that although none of the members of the Audit Committee meets the technical definition of an audit committee financial expert, the members of the Audit Committee collectively have sufficient financial expertise to address any issues that are likely to come before the Audit Committee.         

Item 4. Principal Accountant Fees and Services.   Not applicable.

Item 5. Audit Committee of Listed Companies.  Not applicable.

Item 6.  Reserved.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  Not applicable.

Item 8. Reserved.

Item 9.  Controls and Procedures.  

(a)

Based on an evaluation of the registrant’s disclosure controls and procedures as of August 31, 2003, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.

(b)

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 10.  Exhibits.  

(a)

Attachment required by Item 10(a) of Form N-CSR is filed herewith.

(b)

Certification(s) required by Item 10(b) of Form N-CSR is filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)

The DCM Series Trust

By (Signature and Title)

*

/s/ Mark Alan Derby

Mark Alan Derby, President

Date

11/25/03

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)

*

/s/ Mark Alan  Derby

Mark Alan Derby, President

Date

11/25/03

By (Signature and Title)

*

/s/ Jonathan Jay Derby                                             

Jonathan Jay Derby, Vice President, Treasurer and Secretary

Date

11/25/03

* Print the name and title of each signing officer under his or her signature.

EX-99.CODE ETH

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICER

I.

This Code of Ethics (this “Code”) for DCM Series Trust  (the “Company”) applies to the Company’s President, performing the functions of the principal executive officer, and Treasurer, performing the functions of the principal financial officer and principal accounting officer, (collectively, the “Covered Officers”) for the purpose of promoting:

·

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

·

full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

·

compliance with applicable laws and governmental rules and regulations;

·

prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

·

accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

A copy of this Code of Ethics shall be filed as an exhibit to the Company’s annual report on Form N-CSR.

II.

Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview.  A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Company.  For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”).  For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company.  The Company’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions.  This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser of which the Covered Officers are also officers or employees.  As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Company.  The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company.  Thus, if performed in conformity with the provisions of t he Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.  In addition, it is recognized by the Company’s  Board of Trustees (the “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

For example, each Covered Officer must:

·

not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;

·

not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company;

·

not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

There are some conflict of interest situations that should always be approved by the Independent Trustees, if material.  Examples of these include:

·

service as a director on the board of any company;

·

the receipt of any entertainment or non-nominal gift by the Covered Officer or a member of his or her family from any company with which the Company has current or prospective business dealings unless such entertainment or gift is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

·

any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser, principal underwriter, or any affiliated person thereof;

·

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

III.

Disclosure and Compliance

·

each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Company;

·

each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s Trustees and auditors, and to governmental regulators and self-regulatory organizations;

·

each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Company and the investment adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company file with, or submit to, the SEC and in other public communications made by the Company; and

·

it is the responsibility of each Covered Officer to promote compliance with standards and restrictions imposed by applicable laws, rules and regulations.

IV.

Reporting and Accountability

Each Covered Officer must:

·

upon adoption of the Code (thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read and understands the Code;

·

annually thereafter affirm to the Board that he has complied with the requirements of the Code;

·

not retaliate against any other Covered Officer or any employee of the Company  or their affiliated persons for reports of potential violations that are made in good faith; and

·

notify the Independent Trustees promptly if he knows of any violation of this Code.  Failure to do so is itself a violation of this Code.

The Independent Trustees are  responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.  

The Company will follow these procedures in investigating and enforcing this Code:

·

The Independent Trustees will take all appropriate action to investigate any potential violations reported to them

·

if, after such investigation, the Independent Trustees  believe that no violation has occurred, the Independent Trustees  are not required to take any further action;

·

if the Independent Trustees concur that a violation has occurred, they will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;

·

the Independent Trustees will be responsible for granting waivers, as appropriate; and

·

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

Any material violation shall be reported in accordance with the requirements of Rule 30b2-1 of the 1940 Act and Form N-CSR.

V.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.  Insofar as other policies or procedures of the Company, the Company's investment adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code.  The Company and its investment adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VI.

Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of Independent Trustees.  

VII.

Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.  Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Independent Trustees and their counsel, if any, the Company and its counsel and the investment adviser and its counsel.

VIII.

Internal Use

The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.

Date: July 23,2003

EXHIBIT A

Persons Covered by this Code of Ethics:

Mark. A. Derby

Jonathan J. Derby

EX-99.CERT

Exhibit 99.CERT

CERTIFICATIONS

I, Mark Alan Derby, certify that:

1.

I have reviewed this report on Form N-CSR of the DCM Series Trust;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation;

c)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

11/25/03

/s/ Mark Alan Derby

Mark Alan Derby, President

I, Jonathan Jay Derby, certify that:

1.

I have reviewed this report on Form N-CSR of the DCM Series Trust;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation;

c)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

11/25/03

/s/  Jonathan Jay Derby

Jonathan Jay Derby, Vice President, Treasurer and Secretary

EX-99.906 CERT

EX-99.906CERT

CERTIFICATION

Mark Alan Derby, President, and Jonathan Jay Derby, Vice President, Treasurer and Secretary of the DCM Series Trust (the “Registrant”), each certify to the best of his or her knowledge that:

1.

The Registrant’s periodic report on Form N-CSR for the period ended August 31, 2003 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

2.

The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

President

Vice President, Treasurer and Secretary

DCM Series Trust

DCM Series Trust

/s/

Mark Alan Derby

/s/

Jonathan Jay Derby

Mark Alan Derby

Jonathan Jay Derby

Date:

11/25/03

Date:

11/25/03

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Saratoga Advantage Trust and will be retained by the Saratoga Advantage Trust and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.