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UNITED STATES 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) Emile R. Molineaux, 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: 617-527-0033 Date of fiscal year end: 9/30 Date of reporting period:3/31/05 Item 1. Reports to Stockholders.
SEMI-ANNUAL REPORT
TRUSTEES Scott Allen Stuart N. Cole 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
1 Wall Street, 25th Floor
New York, NY 10286 LEGAL COUNSEL
Thomson Hine LLP
312 Walnut Street, 14th Floor
Cincinnati, OH 45202-4089 DCM 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
March 31, 2005 Holdings By Industry % of Net Assets Consumer Discretionary 16.21% Consumer Staples 6.57 Energy 10.56 Financials 31.73 Healthcare 4.08 Industrials 12.64 Short-Term and Other* 18.21 * Other includes an investment in registered investment companies amounting to 7.73% of net assets.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
DCM FUND | |||||||||
SCHEDULE OF INVESTMENTS | |||||||||
March 31, 2005 (Unaudited) | |||||||||
Market | |||||||||
Shares | Security | Value | |||||||
COMMON STOCK - 77.87% | |||||||||
Consumer Discretionary - 16.21% | |||||||||
Auto / Truck Parts - 3.96% | |||||||||
10,451 | Johnson Controls, Inc. | $ 582,748 | |||||||
Media - 3.36% | |||||||||
6,230 | Gannett, Inc. | 492,668 | |||||||
Retailing - 8.89% | |||||||||
11,810 | Ethan Allen Interiors, Inc. | 377,920 | |||||||
7,491 | Home Depot, Inc. | 286,456 | |||||||
23,525 | Rent-A-Center Inc. + | 642,468 | |||||||
1,306,844 | |||||||||
Consumer Staples - 6.57% | |||||||||
Food, Beverage & Tobacco - 6.57% | |||||||||
39,965 | Coca-Cola Femsa, S.A. de C.V. | 965,954 | |||||||
Energy - 10.56% | |||||||||
Oil / Gas - 10.56% | |||||||||
5,069 | Conoco Phillips | 546,640 | |||||||
13,299 | Kinder Morgan, Inc. | 1,006,734 | |||||||
1,553,374 | |||||||||
Financials - 27.81% | |||||||||
Diversified Financials - 18.14% | |||||||||
18,432 | Citigroup, Inc. | 828,334 | |||||||
28,507 | Washington Mutual, Inc. | 1,126,027 | |||||||
11,891 | Wells Fargo & Co. | 711,082 | |||||||
2,665,443 | |||||||||
Insurance - 9.67% | |||||||||
10,152 | American International Group, Inc. | 562,522 | |||||||
153 | Berkshire Hathaway, Inc., Class B + | 436,968 | |||||||
11,788 | Hilb, Rogal and Hamilton Co. | 422,010 | |||||||
1,421,500 | |||||||||
The accompanying notes are an integral part of these financial statements. | |||||||||
DCM FUND | |||||||||
SCHEDULE OF INVESTMENTS (Continued) | |||||||||
March 31, 2005 (Unaudited) | |||||||||
Shares / | Market | ||||||||
Principal ($) | Security | Value | |||||||
Healthcare - 4.08% | |||||||||
Pharmaceuticals & Biotechnology - 4.08% | |||||||||
22,810 | Pfizer, Inc. | $ 599,219 | |||||||
Industrials - 12.64% | |||||||||
Capital Goods - 2.88% | |||||||||
14,485 | D.R. Horton, Inc. | 423,541 | |||||||
483 | Lucent Technologies, Inc. Warrants @ $2.75, expire 12/10/07 + | 324 | |||||||
423,865 | |||||||||
Commercial Services & Supplies - 9.76% | |||||||||
22,556 | Bisys Group, Inc. + | 353,678 | |||||||
19,000 | Cendant Corp. | 390,260 | |||||||
13,232 | H&R Block, Inc. | 669,275 | |||||||
950 | PHH Corp. + | 20,777 | |||||||
1,433,990 | |||||||||
TOTAL COMMON STOCK | |||||||||
(Cost $10,449,152) | 11,445,605 | ||||||||
CORPORATE BONDS - 3.92% | |||||||||
$ 600,000 | General Motors Nova Fin., | ||||||||
6.85% due 10/15/08 (Cost $576,300) | 575,928 | ||||||||
REGISTERED INVESTMENT COMPANIES - 7.73% | |||||||||
52,585 | Evergreen Asset Allocation Fund, Class A | 707,793 | |||||||
40,541 | PIMCO Emerging Markets Bond Fund, Class A | 428,919 | |||||||
TOTAL REGISTERED INVESTMENT COMPANIES | |||||||||
(Cost $1,147,000) | 1,136,712 | ||||||||
The accompanying notes are an integral part of these financial statements. |
|||||||||
DCM FUND | |||||||||
SCHEDULE OF INVESTMENTS (Continued) | |||||||||
March 31, 2005 (Unaudited) | |||||||||
Shares / | Market | ||||||||
Principal ($) | Security | Value | |||||||
SHORT-TERM INVESTMENTS - 8.70% | |||||||||
Registered Investment Companies - 1.91% | |||||||||
280,000 | BNY Hamilton Money Fund, Hamilton Shares, | ||||||||
due 4/1/05 | $ 280,000 | ||||||||
U.S. Treasuries - 6.79% | |||||||||
United States Treasury Bills: | |||||||||
$ 250,000 | To yield 2.31% due 4/14/05 | 249,776 | |||||||
750,000 | To yield 2.40% due 4/28/05 | 748,605 | |||||||
998,381 | |||||||||
TOTAL SHORT-TERM INVESTMENTS | |||||||||
(Cost $1,278,381) | 1,278,381 | ||||||||
TOTAL INVESTMENTS | |||||||||
(Cost $13,450,833*) | 98.22% | $ 14,436,626 | |||||||
Other assets in excess of liabilities | 1.78% | 261,137 | |||||||
TOTAL NET ASSETS | 100.00% | $ 14,697,763 | |||||||
+ Non-income producing security. | |||||||||
* Aggregate cost for Federal income tax purposes is substantially the same. | |||||||||
The accompanying notes are an integral part of these financial statements. |
|||||||||
DCM FUND | ||||
STATEMENT OF ASSETS AND LIABILITIES | ||||
March 31, 2005 (Unaudited) | ||||
Assets: | ||||
Cash | $ 1,829,419 | |||
Investments in securities, at value | ||||
(Cost $12,172,452) | 13,158,245 | |||
Short-term investments, at cost | 1,278,381 | |||
Dividends and interest receivable | 31,568 | |||
Prepaid expenses and other assets | 22,949 | |||
Total Assets | 16,320,562 | |||
Liabilities: | ||||
Payable for investment securities purchased | 1,593,633 | |||
Investment advisory fees payable | 8,489 | |||
Accrued expenses and other liabilities | 20,677 | |||
Total Liabilities | 1,622,799 | |||
Net Assets | $ 14,697,763 | |||
Net Assets Consist Of: | ||||
Paid in capital | $ 17,726,085 | |||
Accumulated net investment loss | (1,668) | |||
Accumulated net realized loss from security transactions | (4,012,447) | |||
Net unrealized appreciation of investments | 985,793 | |||
$ 14,697,763 | ||||
Net asset value and redemption price per share* |
| |||
($14,697,763/1,833,298 shares of capital stock outstanding) | $ 8.02 | |||
* The Fund will impose a 1% redemption fee for any redemptions of Fund shares | ||||
ocurring within the first six months of purchase. |
The accompanying notes are an integral part of these financial statements. |
DCM FUND | ||||
STATEMENT OF OPERATIONS | ||||
For the Six Months Ended March 31, 2005 (Unaudited) | ||||
Investment Income: | ||||
Dividends | $ 135,739 | |||
Interest | 8,298 | |||
Total investment income | 144,037 | |||
Expenses: | ||||
Advisory fees | 71,969 | |||
Administration fees | 24,417 | |||
Legal fees | 16,828 | |||
Transfer agent fees | 13,016 | |||
Audit fees | 4,905 | |||
Insurance expense | 3,481 | |||
Trustees' fees | 3,172 | |||
Registration fees | 2,730 | |||
Custody fees | 1,833 | |||
Printing expense | 1,476 | |||
Other expenses | 7,007 | |||
Total expenses | 150,834 | |||
Less: | ||||
Advisory fees waived |
(25,039) | |||
Net expenses | 125,795 | |||
Net investment income | 18,242 | |||
Net Realized and Unrealized Gain | ||||
on Investments: | ||||
Net realized gain from security transactions | 425,345 | |||
Net change in unrealized appreciation (depreciation) of investments | 97,708 | |||
Net realized and unrealized gain on investments | 523,053 | |||
Net increase in net assets resulting from operations | $ 541,295 | |||
The accompanying notes are an integral part of these financial statements. |
||||
DCM FUND | |||||
STATEMENTS OF CHANGES IN NET ASSETS | |||||
|
|
|
|
|
|
For the Six | |||||
Months Ended | For the Year | ||||
March 31, 2005 | Ended | ||||
(Unaudited) | September 30, 2004 | ||||
From Operations: | |||||
Net investment income | $ 18,242 | $ 15,893 | |||
Net realized gain from security transactions | 425,345 | 510,497 | |||
Net change in unrealized appreciation | |||||
(depreciation) of investments | 97,708 | 744,092 | |||
Net increase in net assets | |||||
resulting from operations | 541,295 | 1,270,482 | |||
Distributions to Shareholders: | |||||
From net investment income | (35,803) | - | |||
Net decrease in net assets resulting | |||||
from distributions to shareholders | (35,803) | - | |||
From Capital Share Transactions: | |||||
Shares sold | 887,213 | 2,032,724 | |||
Shares reinvested | 35,744 | - | |||
Shares redeemed | (336,675) | (440,413) | |||
Net increase in net assets from | |||||
capital share transactions | 586,282 | 1,592,311 | |||
Net increase in net assets | 1,091,774 | 2,862,793 | |||
Net Assets: | |||||
Beginning of Period | 13,605,989 | 10,743,196 | |||
End of Period* | $ 14,697,763 | $ 13,605,989 | |||
* Includes accumulated net investment income (loss) of: | $ (1,668) | $ 15,893 | |||
Capital Share Transactions: | |||||
Shares sold | 110,986 | 261,834 | |||
Shares reinvested | 4,333 | - | |||
Shares redeemed | (41,586) | (56,253) | |||
73,733 | 205,581 | ||||
The accompanying notes are an integral part of these financial statements. |
|||||
DCM FUND | ||||||||||||||
FINANCIAL HIGHLIGHTS | ||||||||||||||
(For a share outstanding throughout each period) | ||||||||||||||
Six Months | Period | |||||||||||||
Ended | Ended | |||||||||||||
March 31, 2005 | Year Ended September 30, | September 30, | ||||||||||||
(Unaudited) | 2004 | 2003 | 2002 | 2001 | 2000 (1) | |||||||||
Net Asset Value, | ||||||||||||||
Beginning of Period | $ 7.73 | $ 6.91 | $ 5.79 | $ 6.51 | $ 10.06 | $ 10.00 | ||||||||
Income (Loss) From | ||||||||||||||
Investment Operations: | ||||||||||||||
Net investment income (loss) (2)(3) | 0.01 | 0.01 | * | (0.01) | * | (0.03) | (0.10) | (0.09) | ||||||
Net realized and unrealized gain (loss) | ||||||||||||||
from investment operations (2) | 0.30 | 0.81 | 1.13 | (0.69) | (3.45) | 0.15 | ||||||||
Total from investment operations | 0.31 | 0.82 | 1.12 | (0.72) | (3.55) | 0.06 | ||||||||
Less distributions from: | ||||||||||||||
Net investment income |
(0.02) | - | - | - | - | - | ||||||||
Net realized gains | - | - | - | - | - | - | ||||||||
Total distributions | (0.02) | - | - | - | - | - | ||||||||
Net Asset Value, | ||||||||||||||
End of Period | $ 8.02 | $ 7.73 | $ 6.91 | $ 5.79 | $ 6.51 | $ 10.06 | ||||||||
Total Return (4) | 3.75% | 11.87% | 19.34% | (11.06)% | (35.29)% | 0.60% | ||||||||
Ratios/Supplemental Data: | ||||||||||||||
Net assets, end of period (000s) | $14,698 | $13,606 | $10,743 | $ 7,142 | $ 7,670 | $10,864 | ||||||||
Ratio of expenses to average net | ||||||||||||||
assets, before waiver/reimbursement | 2.10% | (5) | 2.08% | 2.55% | 2.54% | 2.22% | 2.61% | (5) | ||||||
Ratio of net expenses to average net | ||||||||||||||
assets, after waiver/reimbursement | 1.75% | (5) | 1.50% | 1.50% | 1.50% | 1.48% | 1.50% | (5) | ||||||
Ratio of net investment loss to average net | ||||||||||||||
assets, before waiver/reimbursement | (0.09)% | (5) | (0.46)% | (1.14)% | (1.48)% | (1.36)% | (1.95)% | (5) | ||||||
Ratio of net investment income (loss) | ||||||||||||||
to average net assets, after | ||||||||||||||
waiver/reimbursement | 0.25% | (5) | 0.12% | (0.09)% | (0.44)% | (0.62)% | (0.83)% | (5) | ||||||
Portfolio Turnover Rate |
|
22.76% |
|
28.67% |
|
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 period ended March 31, 2005, the years ended September 30, 2004, 2003, 2002 and 2001 and 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 would | ||||||||||||||
have been $(0.00), $(0.04), $(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. | |||||||||||||
* | For the years ended September 30, 2004 and September 30, 2003, the unrounded values were $0.009 and $(0.006), respectively. | |||||||||||||
The accompanying notes are an integral part of these financial statements. |
||||||||||||||
DCM FUND |
NOTES TO FINANCIAL STATEMENTS |
March 31, 2005 (Unaudited) |
Note 1. Organization
The DCM 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, as amended (1940 Act). The Fund commenced operations on October 19, 1999. The Funds business and affairs are managed by its officers under the direction of its Board of Trustees. The Funds 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 listed on a national securities exchange and certain over-the-counter 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. NASDAQ traded securities are valued at the NASDAQ Official Closing Price (NOCP). Short-term investments held by the Fund that mature in 60 days or less are valued at amortized cost, which approximates market value. Securities for which market quotations are not readily available are valued at their fair value following procedures approved by the Board of Trustees. &nbs p;There is no single standard for determining the fair value of such securities. Rather, in determining the fair value of a security, the board-appointed Valuation Committee shall take into account the relevant factors and surrounding circumstances, a few of which may include: (i) the fundamental analytical data relating to the investment; (ii) the nature and duration of restrictions on disposition of those securities, if any; and (iii) the evaluation of the forces which influence the market in which the securities are purchased or sold. As of March 31, 2005, the Fund did not hold any securities for which market quotations were not readily available.
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 registered 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, 2004, the Fund had, for Federal income tax purposes, the following capital loss carry forwards available to offset future capital gains expiring on September 30 of the years below:
2009 | 2010 | 2011 | Total | |||
Capital Loss Carry Forwards | $1,310,406 | $1,485,966 | $1,641,420 | $4,437,792 |
To the extent that these carry forward 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.
DCM FUND |
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2005 (Unaudited) |
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 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 (the Advisor). Pursuant to the Agreement, the Advisor manages the investment portfolio of the Fund, subject to policies adopted by the Trusts 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, to be paid monthly, calculated at an annual rate of 1.00% of the Funds average daily net assets.
The Advisor has voluntarily agreed to waive its advisory fee and reimburse other expenses to the extent the Funds operating expenses exceed 1.75% (excluding distribution and service fees, brokerage commissions, interest, taxes and extraordinary expenses, if any) of the Funds average daily net assets. For the six months ended March 31, 2005, the Advisor waived fees amounting to $25,039.
The Trust has entered into an Administrative Service Agreement and a Transfer Agency and Service Agreement (Agreements) with Gemini Fund Services, LLC (GFS). 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 Funds average daily net assets, subject to certain minimum requirements.
Aquarius Fund Distributors, LLC (AFD), an affiliate of GFS, acts as the Distributor of the Trust. 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 Funds shares and for the printing of all Fund prospectuses used in connection with the distribution and sale of the Funds shares. The Fund will pay AFD a fee calculated at an annual rate of 0.25% of the Funds average daily net assets. During the six months ended March 31, 2005, the Plan was not active, hence the Fund did not accrue any fees and no payments were made.
The Fund will impose a 1% redemption fee for any redemption of Fund shares occurring within the first six months of purchase. No such fees were collected during the six months ended March 31, 2005.
Note 4. Investment Transactions
During the six months ended March 31, 2005, the cost of purchases and proceeds from sales of investment securities, excluding short-term securities, aggregated $2,822,991 and $3,893,117, respectively.
At March 31, 2005 the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows:
Gross unrealized appreciation | $1,541,584 | ||
Gross unrealized depreciation | (555,791) | ||
Net unrealized appreciation | $ 985,793 |
DCM FUND |
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2005 (Unaudited) |
Note 5. Tax Components of Capital and Other
The Fund did not make any distributions to shareholders during the year ended September 30, 2004.
As of September 30, 2004, the components of distributable earnings on a tax basis were as follows:
Capital Loss Carry Forwards | Undistributed Long Term Capital Gains | Post-October Loss Deferrals | Undistributed Ordinary Income | Unrealized Appreciation (Depreciation) | Total |
$(4,437,792) | - | - | $15,893 | $888,085 | $(3,533,814) |
DCM FUND |
SUPPLEMENTAL INFORMATION |
March 31, 2005 (Unaudited) |
Shareholders of funds will pay ongoing expenses, such as advisory fees, distribution and service fees (12b-1 fees), and other expenses. The following examples are intended to help the shareholder understand the ongoing cost (in dollars) of investing in a fund and to compare theses costs with the ongoing costs of investing in other mutual funds. Please note, the expenses shown in the tables are meant to highlight ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges (CDSCs) on redemptions.
This example is based on an investment of $1,000 invested at the beginning of the period and held for the six-month period from October 1, 2004 through March 31, 2005.
Actual Expenses: The first line of the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled Expenses Paid During the Period to estimate the expenses you paid on your account during the period.
Hypothetical Examples for Comparison Purposes: The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Funds actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Beginning Account Value (10/1/04) | Ending Account Value (3/31/05) | Expenses Paid During Period** (10/1/04-3/31/05) | |
Actual | $1,000.00 | $1,018.71 | $8.81 |
Hypothetical (5% return before expenses) | 1,000.00 | 1,016.21 | 8.80 |
** Expenses are equal to the Funds annualized expense ratio of 1.75%, multiplied by the average account
value over the period, multiplied by 182/365 (to reflect the days in the reporting period).
DCM FUND |
SUPPLEMENTAL INFORMATION (Continued) |
March 31, 2005 (Unaudited) |
At a meeting of the Board of Trustees (the Board) held on October 12, 2004, the Board, including the disinterested Trustees (the Independent Trustees), approved the continuance of the investment advisory agreement (the Agreement) between the Adviser and the Fund. Fund counsel discussed the Independent Trustees fiduciary duty to shareholders and their duty to request and evaluate certain information with respect to approving the continuance of the Agreement.
During their deliberations, the Independent Trustees considered: (1) the investment performance of the Fund; (2) the nature, extent and quality of services provided by the Adviser; (3) fees charged by the Adviser and the resulting profits to the Adviser and its affiliates, including other revenue to the Adviser and its affiliates from their relationship with the Fund; and (4) the extent to which the Fund will benefit from economies of scale as it grows and whether fee levels reflect these economies of scale.
The Trustees discussed with representatives of the Adviser the investment techniques used in managing the Fund, the personnel of the Adviser, and the manner in which portfolio transactions of the Fund are conducted, including the lack of soft dollars arrangements. The Trustees discussed the Advisers management of private separate accounts. The Board thoroughly reviewed and discussed comparative data relating to the Funds expenses, as well as the performance of the Fund, relative to its peers, and discussed the composition of the peer group. The Board concluded that the performance of the Fund was acceptable, and that the nature, extent and quality of services provided to the Fund by the Adviser were consistent with the Boards expectations. As for the fees paid to the Adviser, after giving effect to waivers and reimbursement (as adjusted to reflect a 1.75% fee cap), the Trustees concluded that the fees paid to the adviser were reasonable. The Trustees considered the fact that the Adviser had controlled the Funds total expenses. With respect to profitability, it was noted that the Adviser currently reimburses Fund expenses and/or waives advisory fees to keep Fund expenses down and, therefore, realizes no profit for the Fund at this time. The Board considered the extent to which economies of scale could be realized as the Fund grows, but determined that, due to the small size of the Fund, it was not a material consideration at this time. The Board, including the Independent Trustees, concluded that, based on their collective business judgment, the terms of the Agreement are fair and reasonable, and that the most appropriate course of action in the best interests of the Funds shareholders was to approve continuance of the Agreement.
DCM FUND |
SUPPLEMENTAL INFORMATION (Continued) |
March 31, 2005 (Unaudited) |
The Trustees and officers of the DCM 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 TRUSTEES | ||
Term Lifetime of Trust until removal, resignation or retirement | ||
Jonathan Jay Derby (41) | Co-Chairman, Vice- President, Secretary and Treasurer since 1999 | Vice-President and legal counsel for Derby and Company, Inc. |
Mark Alan Derby (44) | 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 (43) 1172 Beacon Street Newton, MA 02461 | 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. |
Scott Allen (43) Neil Shalom (46) | 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. |
The Trusts Statement of Additional Information contains additional information about the Trustees and Officers and is available without charge, upon request, by calling 1-888-878-2696.
HOW TO OBTAIN PROXY VOTING INFORMATION
Information regarding how the Fund voted proxies related to portfolio securities during the year ended June 30, 2004 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-888-878-2696 or by referring to the Security and Exchange Commissions (SEC) website at http://www.sec.gov.
HOW TO OBTAIN 1st and 3rd FISCAL QUARTER PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SECs website at http://www.sec.gov and may be reviewed and copied at the SECs Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-888-878-2696.
Item 2. Code of Ethics. Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert. Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services. Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.
Item 6. Schedule of Investments. See Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable to open-end investment companies.
Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable to open-end investment companies.
Item 9. Submission of Matters to a Vote of Security Holder. None.
Item 10. Controls and Procedures.
(a) Based on an evaluation of the registrants disclosure controls and procedures as of February 29, 2005, 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 registrants internal control over financial reporting that occurred during the registrants last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 11. Exhibits.
(a)(1) Not applicable.
(a)(2) Certification(s) required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.
(a)(3) Not applicable.
(b) Certification(s) required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are 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 6/2/05
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 6/2/05
By (Signature and Title)
* s/ Jonathan Jay Derby
Jonathan Jay Derby, Vice-President, Treasurer and Secretary
Date 6/2/05
* Print the name and title of each signing officer under his or her signature.
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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) 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;
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal half-year (the registrants second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants 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: 6/2/05 /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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) 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;
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal half-year (the registrants second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants 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: 6/2/05 /s/ Jonathan Jay Derby
Jonathan Jay Derby, Vice-President, Treasurer and Secretary
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 Registrants periodic report on Form N-CSR for the period ended March 31, 2005 (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: 6/2/05 Date: 6/2/05
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Renaissance Capital Greenwich Funds and will be retained by the Renaissance Capital Greenwich Funds 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.
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