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 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: 9/30/05

Item 1.  Reports to Stockholders.

	ANNUAL REPORT
	DCM Fund
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 450 Wireless Boulevard 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	September 30, 2005
INDEPENDENT ACCOUNTANTS
Russell, Brier & Co. LLP Ten P.O. Square, 6th Floor Boston, MA 02109
DCM  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

	DCM Fund
October 17, 2005	4020 South 147th Street Omaha, NE 68137

Re:       The whole problem with the world is that fools and fanatics are always so  certain of themselves, but wiser people so full of doubts.

            Bertrand Russell, British author, mathematician, & philosopher (1872 - 1970).

Dear Fellow Shareholder:

Despite all the ups and downs of the market over the last year, our Fund finished the year solidly up from last year*. The bond market, in contrast, saw short-term rates rise as the Federal Reserve continued to hike rates 11 times this cycle to combat inflation, which continued to move higher.  The economy continued to grow, even in the face of record high oil prices and home prices reaching record highs, fueling unbridled enthusiasm for all things real estate – the one asset class many proclaim “can’t go down.”  Well, other than our age, we’re not sure of anything that only goes up.  Everything goes in cycles.    In light of the higher interest rates, higher oil prices, high stock prices and high real estate prices, we have taken a decidedly conservative position towards capital preservation at this time by investing almost 25% of the portfolio in short-term fixed in come securities and the like.    We explain our reasoning in more detail below.

We have little doubt of our ability to pick the top and bottom of each cycle, provided you allow us the luxury of hindsight.  Our certainty drops a tad if you ask us to predict an exact date.  However, we think the tea leaves are pretty clear that now is a time for caution.  Generally, rising interest rates create a headwind for asset prices.  Generally, when the average stock is selling about 25% higher than normal, stock prices in the following years tend to adjust to revert to their mean.  Generally, when home prices have been rising about 20% each year for the past few years in parts of the country, it is time to ask how many more people can afford these higher prices if their wages have grown at only 3%?  Generally, when bond yields are lower than average and inflation is rising, it is time to be cautious.

So, how sure are we?  Well, let’s just say we are sure enough that we have put our money where our mouth is, but, as Mr. Russell also said, [We] would never die for [our] beliefs because [we] might be wrong.  Accordingly, we continue to research and find investments that we believe will preserve your capital and may make you money.

For example, our fixed income investments are allocated more towards three-year corporate bonds now that rates are higher, rather than the one-week auction rate securities.  Although the ARS allowed us to ride the Fed hikes almost in lockstep with each increase, the rates at these levels are attractive given the additional yield offered by the out-of-favor discounted corporate bonds and the slope of the yield curve.  By waiting, we believe have been able to increase your return.

Conventional wisdom says that stocks outperform bonds over the long-term.  Yet such an oversimplification reminds us that a stupid man's report of what a clever man says can never be accurate, because he unconsciously translates what he hears into something he can understand.  [Bertrand Russell]  We think the right stocks, bought at the right price, bought at the right time will over a long period (e.g., 10-20 years) produce attractive returns.  The average Price-Earning Ratio¹ of our equity portfolio is about 20% less expensive than the stock market, the dividend yield is about 30% greater than the market and the earnings growth rate of the companies is about 10% faster.²  Now, just because we have a great portfolio of investments does not mean it will go straight up.  It may still be volatile, but we think over the normal investment cycle the portfolio has the p otential to produce impressive returns, especially on a risk-reward basis.

We close by saying that we like making money (for you and for us) and we like finding investments that will make you money.  As each cycle ages, a new cycle begins with new opportunities to make you money.   Although, as you are aware, the Fund is expected to close in January, 2006, we will endeavor to preserve and grow your capital until then and expect to sell each investment in the portfolio at an opportune time.

We thank your for you continued confidence.

                                    Jonathan Derby           Mark Derby

                                                 

                                    Co-Chairman               Co-Chairman

1 – Price-Earnings ratio is the current price of the stock divided by the earnings per share of the stock (usually the last twelve months earnings). Another way to think about this ratio is that is represents how much investors are willing to pay per for a year of the company’s earnings. 

2 – Data Source: Morningstar.com

The DCM Fund is distributed by Aquarius Fund Distributors, LLC, member NASD.   AFD-12/1/05-231

 

*	DCM Fund Performance Summary - For Periods Ended September 30, 2005:
				Calendar						Annualized
		3 Months (1)		YTD (1)		1 Year		5 Year		Since Inception (2)
The DCM Fund		-1.33	%	-0.73	%	6.08	%	-4.01	%	-3.28	%
S&P 500 Index(3)		3.60	%	2.77	%	12.25	%	-1.49	%	1.12	%
(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.
	COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENTS IN THE DCM 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.
The above performance represents past performance, which is no guarantee of future results.   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 taxes that a shareholder would pay on distributions or on the
redemption of Fund shares.   For performance current to most recent month-end, please call 1-888-878-2696.
				% of
	Holdings By Industry			Net Assets
	Consumer Discretionary			18.78%
	Consumer Staples			8.82%
	Energy			4.47%
	Financials			28.37%
	Healthcare			3.59%
	Industrials			7.05%
	Corporate Bonds			8.26%
	Registered Investment Companies			4.74%
	Short-Term and Other			15.92%
				100.00%

DCM FUND
SCHEDULE OF INVESTMENTS
September 30, 2005
Shares	Security					Value
	COMMON STOCK - 71.08%
		Consumer Discretionary - 18.78%
			Auto / Truck Parts - 7.10%
13,666			Arkansas Best Corp.			$           476,533
10,451			Johnson Controls, Inc.			648,484
						1,125,017
			Media - 4.68%
10,773			Gannett, Inc.			741,505
			Retailing - 7.00%
11,810			Ethan Allen Interiors, Inc.			370,243
7,491			Home Depot, Inc.			285,707
23,525			Rent-A-Center Inc. +			454,268
						1,110,218
		Consumer Staples - 8.82%
			Appliances - 2.08%
16,000			Helen of Troy Corp., Ltd. +			330,240
			Food, Beverage & Tobacco - 6.74%
39,965			Coca-Cola Femsa, S.A. de C.V.			1,067,465
		Energy - 4.47%
			Oil / Gas - 4.47%
10,138			Conoco Phillips			708,748
		Financials - 28.37%
			Diversified Financials - 16.74%
18,432			Citigroup, Inc.			839,025
28,507			Washington Mutual, Inc.			1,118,044
11,891			Wells Fargo & Co.			696,456
						2,653,525
			Insurance - 11.63%
15,906			American International Group, Inc.			985,536
153			Berkshire Hathaway, Inc., Class B +			417,843
11,788			Hilb, Rogal and Hamilton Co.			439,928
						1,843,307
The accompanying notes are an integral part of these financial statements.
DCM FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2005
Shares /
Principal ($)	Security					Value
		Healthcare - 3.59%
			Pharmaceuticals & Biotechnology - 3.59%
22,810			Pfizer, Inc.			$           569,566
		Industrials - 7.05%
			Commercial Services & Supplies - 7.05%
22,556				Bisys Group, Inc. +		302,927
19,000				Cendant Corp.		392,160
16,516				H&R Block, Inc.		396,054
950				PHH Corp. +		26,087
						1,117,228
		TOTAL COMMON STOCK
			(Cost $10,848,509)			11,266,819
	CORPORATE BONDS - 8.26%
$600,000		Ford Motor Co.,
			7.25% due 10/1/08			579,000
$780,000		General Motors Nova Fin.,
			6.85% due 10/15/08			730,644
		TOTAL CORPORATE BONDS
			(Cost $1,323,693)			1,309,644
	REGISTERED INVESTMENT COMPANIES - 4.74%
52,585		Evergreen Asset Allocation Fund, Class A
			(Cost $712,000)			751,965
The accompanying notes are an integral part of these financial statements.
DCM FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2005
Shares	Security					Value
	AUCTION RATE PREFERRED SECURITIES - 12.93%
10		Calamos Strategic Total Return Fund				$           250,000
8		Franklin Templeton Limited Duration Income Trust				200,000
20		Gabelli Convertible & Income Securities Fund				500,000
10		Van Kampen Senior Income Trust Series W				250,000
34		Van Kampen Senior Income Trust Series F				850,000
						2,050,000
		TOTAL PREFERRED SECURITIES
			(Cost $2,050,000)			2,050,000
	SHORT-TERM INVESTMENTS - 2.96%
469,054			BNY Hamilton Money Fund, Hamilton Shares,
				due 10/1/05 (Cost $469,054)		469,054
		TOTAL INVESTMENTS
			(Cost $15,403,256*)		99.97%	$      15,847,482
		Other assets in excess of liabilities			0.03%	3,709
		TOTAL NET ASSETS			100.00%	$      15,851,191
+ Non-income producing security.
* The cost for Federal income tax purposes was $15,403,256.   At September 30, 2005, net unrealized appreciation for all securities based on
tax cost, was as follows:
Aggregate gross unrealized appreciation for all investments  for which there was an excess of value over cost						$                 1,281,563
Aggregate gross unrealized depreciation for all investments for which there was an excess of cost over value						(837,337)
Net unrealized appreciation						$                    444,226
The accompanying notes are an integral part of these financial statements.

DCM FUND
STATEMENT OF ASSETS AND LIABILITIES
September 30, 2005
Assets:
	Investments in securities, at value
	(Cost $12,884,202)	$             13,328,428
	Short-term investments, at cost	2,519,054
	Dividends and interest receivable	52,942
	Prepaid expenses and other assets	4,118
	Total Assets	15,904,542
Liabilities:
	Investment advisory fees payable	14,440
	Accrued Trustees' fees	3,536
	Accrued expenses and other liabilities	35,375
	Total Liabilities	53,351
	Net Assets	$             15,851,191
Net Assets Consist Of:
	Paid in capital	$             18,574,617
	Accumulated net investment income	63,706
	Accumulated net realized loss from security transactions	(3,231,358)
	Net unrealized appreciation of investments	444,226
		$             15,851,191
	Net asset value and redemption price per share*
	($15,851,191/1,937,391 shares of capital stock outstanding)	$                        8.18
	* 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 Year Ended September 30, 2005
Investment Income:
	Dividends	$                  278,661
	Interest	65,831
	Total investment income	344,492
Expenses:
	Advisory fees	149,085
	Administration fees	51,112
	Legal fees	35,234
	Transfer agent fees	26,586
	Professional fees	14,867
	Audit fees	10,887
	Insurance expense	7,755
	Registration fees	7,500
	Trustees' fees	6,030
	Printing expense	5,800
	Custody fees	3,867
	Other expenses	1,698
	Total expenses	320,421
	Less:
	Advisory fees waived	(59,545)
	Net expenses	260,876
	Net investment income	83,616
Net Realized and Unrealized Gain
	on Investments:
	Net realized gain from security transactions	1,200,281
	Distributions of realized gains from other investment companies	6,153
	Net change in unrealized appreciation (depreciation) of investments	(443,859)
	Net realized and unrealized gain on investments	762,575
	Net increase in net assets resulting from operations	$                  846,191
The accompanying notes are an integral part of these financial statements.

 

DCM FUND
STATEMENTS OF CHANGES IN NET ASSETS
		For the Year	For the Year
		Ended	Ended
		September 30, 2005	September 30, 2004
From Operations:
	Net investment income	$                    83,616	$                    15,893
	Net realized gain from security transactions	1,200,281	510,497
	Distributions of gains from other investment companies	6,153	-
	Net change in unrealized appreciation
	(depreciation) of investments	(443,859)	744,092
	Net increase in net assets
	resulting from operations	846,191	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:
	Proceeds from sales of shares	2,203,994	2,032,724
	Reinvestment of distributions	35,744	-
	Cost of shares redeemed	(804,924)	(440,413)
	Net increase in net assets from
	capital share transactions	1,434,814	1,592,311
	Net increase in net assets	2,245,202	2,862,793
Net Assets:
	Beginning of Year	13,605,989	10,743,196
	End of Year*	$             15,851,191	$             13,605,989
	* Includes accumulated net investment income of:	$                    63,706	$                    15,893
Capital Share Transactions:
	Shares sold	272,975	261,834
	Shares issued in reinvestment of distributions	4,333	-
	Shares redeemed	(99,482)	(56,253)
	Net Increase	177,826	205,581

The accompanying notes are an integral part of these financial statements.

DCM FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
			Year Ended September 30,
			2005	2004		2003		2002	2001
Net Asset Value,
	Beginning of Year		$    7.73	$    6.91		$    5.79		$    6.51	$  10.06
Income (Loss) From
Investment Operations:
	Net investment income (loss) (1)(2)		0.05	0.01	*	(0.01)	*	(0.03)	(0.10)
	Net realized and unrealized gain (loss)
	from investment operations (1)		0.42	0.81		1.13		(0.69)	(3.45)
Total from investment operations			0.47	0.82		1.12		(0.72)	(3.55)
Less distributions from:
	Net investment income		(0.02)	-		-		-	-
	Net realized gains		-	-		-		-	-
Total distributions			(0.02)	-		-		-	-
Net Asset Value,
	End of Year		$    8.18	$    7.73		$    6.91		$    5.79	$    6.51
Total Return (3)			6.08%	11.87%		19.34%		(11.06)%	(35.29)%
Ratios/Supplemental Data:
Net assets, end of year (000s)			$15,851	$13,606		$10,743		$  7,142	$  7,670
Ratio of expenses to average net
	assets, before waiver/reimbursement		2.15%	2.08%		2.55%		2.54%	2.22%
Ratio of net expenses to average net
	assets, after waiver/reimbursement		1.75%	1.50%		1.50%		1.50%	1.48%
Ratio of net investment income (loss) to average net
	assets, before waiver/reimbursement		0.16%	(0.46)%		(1.14)%		(1.48)%	(1.36)%
Ratio of net investment income (loss)
	to average net assets, after
	waiver/reimbursement		0.56%	0.12%		(0.09)%		(0.44)%	(0.62)%
Portfolio Turnover Rate			45.60%	28.67%		41.99%		31.51%	40.14%
(1)		Per share amounts calculated using the monthly average shares method.
(2)		For the years ended September 30, 2005, 2004, 2003, 2002 and 2001, the advisor voluntarily waived its fee and reimbursed other expenses.
		Had such actions not been undertaken, net investment income (loss) would have been $0.01, $(0.04), $(0.07), $(0.10) and $(0.22),
		respectively.
(3)		Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions, if any.
*		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

September 30, 2005

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 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.

On September 16, 2005, the Fund’s Board of Trustees (“Board”) held a special meeting to discuss the continued viability of the Fund and whether it would be in the best interests of the Fund’s shareholders to liquidate the Fund.    The Fund’s current expenses, the asset growth rate and the added costs of the U.S. Securities and Exchange Commission’s compliance requirements were the factors considered by the Board in making their determination.   It was agreed that the Fund would be liquidated in January of 2006.    Formal notice will be sent to the Fund’s shareholders under separate cover.

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 September 30, 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.

DCM FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2005

At September 30, 2005, 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	$103,972	$1,485,966	$1,641,420	$3,231,358

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.

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, 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, to be paid monthly, calculated at an annual rate of 1.00% of the Fund’s average daily net assets.   Certain officers and trustees of the Trust are also officers and directors of the Advisor.

The Advisor voluntarily agreed to waive its advisory fee and reimburse other expenses to the extent the Fund’s operating expenses exceed 1.75% (excluding distribution and service fees, brokerage commissions, interest, taxes and extraordinary expenses, if any) of the Fund’s average daily net assets through September 30, 2005.   For the year ended September 30, 2005, the Advisor waived fees amounting to $59,545.

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 Fund’s 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 Fund’s shares and for the printing of all Fund prospectuses used in connection with the distribution and sale of the Fund’s shares. The Fund will pay AFD a fee calculated at an annual rate of 0.25% of the Fund’s average daily net assets.   During the year ended September 30, 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 year ended September 30, 2005.

DCM FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2005

Note 4.   Investment Transactions

During the year ended September 30, 2005, the cost of purchases and proceeds from sales of investment securities, excluding short-term securities, aggregated $6,513,652 and $5,937,258, respectively.

Note 5.   Tax Components of Capital and Other

An ordinary income dividend of $35,803 was paid during the year ended September 30, 2005.    The Fund did not make any distributions to shareholders during the year ended September 30, 2004.

As of September 30, 2005, 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
$(3,231,358)	-	-	$63,706	$444,226	$(2,723,426)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders

DCM Fund

Newton, Massachusetts

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of DCM Fund (the “Fund”) as of September 30, 2005, 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 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 the standards of the Public Company Accounting Oversight Board (US).   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. We were not engaged to perform an audit of the Trust’s internal control over financial reporting.   Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.   Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights.  Our proced ures included confirmation of securities owned as of September 30, 2005 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 the Fund as of September 30, 2005, 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. LLP

Boston, Massachusetts

November 29, 2005

DCM FUND

SUPPLEMENTAL INFORMATION (Unaudited)

September 30, 2005

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 April 1, 2005 through September 30, 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 Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s 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 (4/1/05)	Ending Account Value (9/30/05)	Expenses Paid During Period** (4/1/05-9/30/05)
Actual	$1,000.00	$1,019.90	$8.86
Hypothetical (5% return before expenses)	1,000.00	1,016.29	8.85

                                                                            ** Expenses are equal to the Fund’s annualized expense ratio of 1.75%, multiplied by the average account  

                                                                                  value over the period, multiplied by 183/365 (to reflect the days in the reporting period).

DCM FUND

SUPPLEMENTAL INFORMATION (Unaudited) (Continued)

September 30, 2005

                                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 (42)*	Co-Chairman, Vice- President, Secretary and Treasurer since 1999	Vice-President and legal counsel for Derby and Company, Inc.
Mark Alan Derby (45)*	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 (44) 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 (44) Neal Shalom (47)	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.

                                * Jonathan Jay Derby and Mark Alan Derby are brothers.

                                The Trust’s 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.

DCM FUND

SUPPLEMENTAL INFORMATION (Unaudited) (Continued)

September 30, 2005

The  Board, including a majority of its independent trustees, approved the continuation of the Fund's Investment Advisory Agreement at a meeting held on September 14, 2005.  The Trustees considered:  1) the investment performance of the Fund; 2) the nature, extent and quality of services provided by the Adviser; 3) the costs of the services to be provided and the profits to be realized by the Adviser, and their affiliates, from the relationship with the Fund; 4) the extent to which economies of scale will be realized as the Fund grows; and 5) whether the fee levels reflect these economies of scale to the benefit of shareholders.   In addition, the Board considered and discussed an extensive questionnaire completed by the Adviser that provided important information about the Adviser.  The Board noted that the profitability to the Adviser was well researched as explained i n the materials.

The Board reviewed the Adviser’s Form ADV and discussed the Adviser's personnel, financial condition and operations.  The Board then reviewed reports regarding the performance of the Fund as compared to benchmark indices and the Fund’s annualized total returns since inception as compared to other mutual funds of similar size and investment strategy (the “Peer Group”).  The Board discussed how the Morningstar Peer Group which included mutual funds investing in the large blend style with fewer than 50 holdings and assets under $35 million.  The Board noted that the Advisory fee was relatively high with respect the Fund's peers, but also considered that the Fund is actively managed.    The Board noted that the Trust’s performance currently was above average.    The Adviser’s voluntary fee waivers, and its ability to maintain the Fund’s expense cap, were discussed, and the Board expressed its comfort with the Adviser’s financial standing.  It was further noted that the fee waiver had increased from 1.50 to 1.75 this year, and that the Adviser still was reimbursing fees.

             The Board also discussed the issue of Fund compliance and the status of the Adviser , as well  the Fund’s most recent SEC Examination and the results of the exit interview.  The Board then reviewed the Adviser’s compliance with its Code of Ethics. 

            After thorough evaluation of the above matters, the Board determined that the continuance of the Investment Advisory Agreement was in the best interests of the Fund and its shareholders.

HOW TO OBTAIN PROXY VOTING INFORMATION

Information regarding how the Fund voted proxies related to portfolio securities during the period ended June 30, 2005 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 Commission’s (“SEC”) website at http://www.sec.gov.

HOW TO OBTAIN 1^st and 3^rd 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 SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s 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.    

(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.   

(a)         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.   

(a)         Audit Fees

                                                 Registrant                       Advisor

            FY 09/30/05                   $10,000.00                      N/A

FY 09/30/04                   $9,900.00                        N/A

FY 09/30/03                   $9,900.00                        N/A      

(b)         Audit-Related Fees

                                                 Registrant                       Advisor

            FYE 09/30/05                 $0.00                              N/A

FYE 09/30/04                 $0.00                              N/A

FYE 09/30/03                 $0.00                              N/A

(c)         Tax Fees

                                                  Registrant                       Advisor

            FYE 09/30/05                 $1,000.00                        N/A                    

FYE 09/30/04                 $0.00                              N/A                                 

FYE 09/30/03                 $0.00                              N/A      

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

(d)         All Other Fees

                                                  Registrant                       Advisor

            FYE 09/30/05                 $0.00                              N/A

FYE 09/30/04                 $0.00                              N/A

FYE 09/30/03                 $0.00                              N/A

 (e)        (1)         Audit Committee’s Pre-Approval Policies

  The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant.  The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant.  Services are reviewed on an engagement by engagement basis by the Audit Committee.

(2)         Percentages of Services Approved by the Audit Committee

                                                          Registrant                                    Advisor

Audit-Related Fees:        N/A                                             N/A

Tax Fees:                       0.00%                                          N/A

All Other Fees:               N/A                                             N/A

(f)          During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

(g)         The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

                                                Registrant                                                 Advisor

              FYE 09/30/2005            $0.00                                                         N/A      

              FYE 09/30/2004            $0.00                                                         N/A

              FYE 09/30/2003            $0.00                                                         N/A

(h)         The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

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 registrant’s disclosure controls and procedures as of September 30, 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 registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report (in the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 11.  Exhibits.  

(a)(1)   Code of Ethics filed herewith.

(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                                             12/7/05                                                                                

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                                             12/7/05                                                                                

By (Signature and Title)

*            /s/ Jonathan Jay Derby                                                                                                           

Jonathan Jay Derby, Vice-President, Treasurer and Secretary

Date                                             12/7/05                                                      

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

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)          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 registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report (in 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:                  12/7/05

/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 registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report (in 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:                  12/7/05

/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 September 30, 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:                  12/7/05                                                     Date:                               12/7/05              

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the DCM Series Trust and will be retained by the DCM Series 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.

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 the Investment Comp any 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