<PAGE>
Registration No. 333-86067
File No. 811-09561
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 2 [X]
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 2 [X]
CENTURY CAPITAL MANAGEMENT TRUST
(Exact Name of Registrant as Specified in Charter)
C/O CENTURY CAPITAL MANAGEMENT, INC.
ONE LIBERTY SQUARE, BOSTON, MASSACHUSETTS 02109
(Address of Principal Executive Offices) (Zip Code)
(617) 482-3060
(Registrant's Telephone Number, including Area Code)
RICHARD F. COOK, JR.
CENTURY CAPITAL MANAGEMENT, INC.
ONE LIBERTY SQUARE, BOSTON, MASSACHUSETTS 02109
(Name and Address of Agent for Service)
with copies to:
MATTHEW C. DALLETT, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MASSACHUSETTS 02109
Approximate Date of Proposed Public Offering
As soon as practicable after effective date of registration statement
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The registrant hereby undertakes that it will amend the registration statement
on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), shall determine.
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The information in this Prospectus is not complete and may be changed. We may
not sell any shares of the Fund until the Registration Statement filed with
the Securities and Exchange Commission, of which this Prospectus is a
part, is effective. This Prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any State where the
offer or sale is not permitted.
CENTURY SMALL CAP SELECT FUND
_________ __, 1999
The investment objective of Century Small Cap Select Fund is long-term capital
growth. The Fund seeks to achieve this objective by investing primarily in a
diversified portfolio of equity securities of smaller companies that exhibit
attractive growth and valuation characteristics.
The United States Securities and Exchange Commission has not approved or
disapproved these securities or passed on the adequacy of this Prospectus.
Any contrary representation is a criminal offense.
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INFORMATION IN THIS PROSPECTUS
Page
Important Information About the Fund ...................................... 3
Investment Objective ................................................ 3
Principal Investment Strategies ..................................... 3
Principal Investment Risks .......................................... 5
Fund Performance .................................................... 7
Fund Fees and Expenses .............................................. 8
Management of the Fund .................................................... 9
Shareholder Information ................................................... 10
Pricing of Fund Shares .............................................. 10
Purchasing Shares ................................................... 10
Redeeming Shares .................................................... 13
Shareholder Account ................................................. 15
Dividends and Distributions ......................................... 15
Tax Consequences .................................................... 16
Distribution Arrangements ................................................. 16
How to Obtain More Information ............................................ 18
<PAGE>
IMPORTANT INFORMATION ABOUT THE FUND
INVESTMENT OBJECTIVE: The Fund's goal is long-term capital growth.
PRINCIPAL INVESTMENT The Fund seeks to achieve its goal by investing in
STRATEGIES: a diversified portfolio of common and preferred
stocks, and securities convertible into common stock, of
smaller companies that exhibit attractive growth and
valuation characteristics. These companies mainly will be
based in North America, including Bermuda.
The Adviser seeks out companies whose stock prices do not
adequately reflect their potential rate of growth in
revenues, earnings, market share, dividends or book
value. The Adviser focuses specifically upon the quality
of management and other factors affecting growth
potential, financial strength and underlying value. The
Adviser's investment strategies emphasize the following:
o Fundamental research - The Adviser primarily follows a
"bottom-up" approach to portfolio construction,
including meetings with company managements, creating
proprietary earnings models and analyzing the
fundamental merits of each individual stock.
o Growth objectives - The Adviser seeks to invest in
companies that it believes are capable of growing
revenues and earnings faster than industry averages
over an extended period of time. The Adviser seeks to
invest in these companies at attractive points in the
growth cycle, and believes that the expertise gained
from more than 70 years' investing in "risk
management" businesses by Century Shares Trust (also
managed by the Adviser) makes it well positioned to do
so.
o Value orientation - The Adviser evaluates individual
investment ideas on a risk-adjusted return basis with
a bias towards:
- Lower price-to-earnings and price-to-book value
ratios relative to growth assumptions
- Companies that display leadership
characteristics, as reflected in a strong
management team, low operating costs,
sustainable/improving profit margins and/or
product innovations
- Companies with recurring revenues and cash flows
from operations and a history of conservative
balance sheet accounting.
o Long-term investment horizon - The Adviser generally
seeks to invest for the long-term, with buying and
selling decisions affected primarily by changes in
industry or company fundamentals.
o Tax efficiency - The Adviser seeks to maximize
after-tax total return in the context of its other
objectives.
The Adviser will focus the major part of the Fund's
investments in the sector that participates in
managing risks for people, businesses, and
institutions. The Adviser will concentrate, that is,
invest at least 25% of the Fund's assets in, the
financial services and health care group of industries.
The businesses in this sector address individual and
business needs relating to property-casualty and commerce
risks, retirement, health, life cycle and other
demographic issues. The Adviser believes that these "risk
management" businesses represent segments of the economy
that are changing rapidly and of growing importance with
changes in global commerce, technology and population
demographics.
o These businesses include insurance, banking, asset
management, retirement planning, worksite marketing,
transaction processing and business outsourcing,
health maintenance organizations (HMOs) and other
providers specializing in illness treatment and
prevention and life cycle management issues.
o Changes contributing to the growth of the risk
management sector in the global economy include:
- globalization and deregulation - growing
------------------------------
interdependence between foreign markets and the
need to improve market efficiency;
- shifting demographics - aging of the populace
---------------------
and the corresponding demands on retirement and
estate planning, long-term care, and government
entitlement programs; and
- technology - internet, electronic communications
----------
and networking infrastructure and their impact
on changing market share and market conditions.
o These businesses currently represent approximately 30%
of the United States Gross Domestic Product, and a
similar percentage of the market capitalization of the
companies included in the Russell 2000 Index and
Standard and Poor's 500 Index.
Under normal market conditions, the Fund will invest at
least 65% of its total assets in equity securities of
companies having market capitalizations at the time of
investment of up to $1.5 billion (or as defined by the
largest companies in the Russell 2000 Index, if greater)
and at least 80% of its total assets in companies based
in North America. The balance would be invested in larger
companies, in American Depositary Receipts (ADRs),
European Depositary Receipts (EDRs), and other equity
securities of foreign issuers.
PRINCIPAL INVESTMENT You take on investment risk when you purchase
RISKS: shares of the Fund. The market prices of stocks
in which the Fund invests fluctuate, sometimes quickly
and widely, with changes in the financial condition of
the companies and with changing investor perceptions.
General economic and political factors and industry
specific issues, such as competition or technological
advances, also affect market prices. The share price of
the Fund may change daily, and when shares are sold they
may be worth more or less than their original cost. As a
result, you risk losing money by investing in the Fund.
In addition, the Fund's investment strategies expose
investors to the particular risks of investing in the
stocks of smaller and foreign companies and companies
involved in risk management businesses, including the
following.
o Smaller Companies. The Fund invests mainly in smaller
companies. While these companies may offer greater
opportunities for long-term capital appreciation than
larger, more established companies, they will
generally have more limited product lines or markets,
more limited access to financial markets, and less
depth in management. As a result they involve
substantially greater risk of loss. Securities of
smaller companies also may have more volatile prices
and be harder to sell at certain times than the stocks
of large companies.
o Foreign Securities. While investments in foreign
securities may provide opportunities different from
those available in the U.S., they also present risks
that may be greater than with U.S. investments. These
risks include less public information about issuers of
securities, less governmental supervision in how
securities are issued or sold, higher transaction
costs and the possible imposition of foreign taxes.
Changes in value of a foreign currency against the
U.S. dollar will change the value of securities
denominated in the foreign currency, even without any
change in the company's fundamentals. Investing in
countries outside the U.S. may also involve political
risk. In addition, securities of companies in emerging
countries may be harder to sell and their prices may
be more volatile than securities of companies in the
U.S. and other developed countries.
o Sector Focus. Similar to concentrated investing in any
other group of industries, the Adviser expects that
the Fund's investment strategies will expose investors
to the particular risks of investing in businesses
involved with risk management. Various special factors
may adversely affect the value of such stocks. These
include changes in government regulation, interest
rates, claims activity, exposures to natural and
man-made disasters, and changing birth, mortality and
morbidity rates.
o Year 2000. Although the Adviser takes steps to assess
the status of so-called "Year 2000 problem" compliance
as reported by portfolio companies owned by the Fund,
this review is necessarily limited by the varied
quality of their Year 2000 reporting. In addition,
insurance companies may be adversely affected by the
Year 2000 problems of their insureds, and other
financial services companies will be harmed by any
disruptions in the economy generally. Despite the
Adviser's efforts, you should understand that the Year
2000 issue may have a material adverse effect on the
companies held in the portfolio, which could reduce
the value of your shares in the Fund, and in any event
may materially affect the securities markets and the
economy generally.
Based on a review of its equipment and software and
the information provided by the Fund's custodian and
shareholder servicing firm, the Adviser currently
believes that the services it provides the Fund will
not be materially affected by Year 2000 problems with
its computer systems or those of its vendors. However,
failure by the Adviser or any other party to address
all Year 2000 issues affecting their systems could
disrupt the Fund's functions, such as calculations of
net asset value, purchases and redemptions, or
shareholder reporting, which could have a material
adverse effect on the Fund and its shareholders.
Temporary Defensive Strategies
In managing the Fund's exposure to risk, the Adviser may
use alternative strategies, including any of the
following, if it believes that a temporary defensive
position is advisable. These may include times of adverse
market, political or economic conditions.
o The Fund may invest without limit in United States
corporate and government debt obligations.
o The Fund may invest more than 35% of its assets in
larger companies.
o The Fund may invest less than 25% of its assets in the
financial services and health care group of
industries.
o The Fund may invest more than 20% of its assets in
American Depositary Receipts (ADRs), European
Depositary Receipts (EDRs), and other equity
securities of non-North American issuers.
o The Fund may hold cash or cash equivalents, or money
market securities, without limit in domestic or
foreign currencies.
To the extent the Fund makes such investments, it may not
achieve its investment objectives.
- --------------------------------------------------------------------------------
YOU MAY WANT TO INVEST IN THE FUND IF YOU:
o Are seeking to complement your existing equity holdings with a smaller
capitalization growth fund
o Are seeking a stock fund that emphasizes the less-profiled stocks of smaller
companies, or
o Are seeking growth of your capital over a long-term investment horizon.
YOU MAY NOT WANT TO INVEST IF YOU:
o Are seeking a significant amount of current dividend income
o Are unwilling to accept the potentially greater risks of smaller or foreign
companies, or
o Have short-term investment goals or needs.
- --------------------------------------------------------------------------------
FUND PERFORMANCE
Historical performance information for the Fund is not included in this
Prospectus because the Fund is new and has not operated for a full calendar
year. Performance information will be available once the Fund has been in
operation for a full calendar quarter. As with any mutual fund, past performance
of the Fund is not necessarily an indication of future performance.
FUND FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of either class of the Fund.
Shareholder Fees
(fees paid directly from your
investment): Investor Shares Institutional Shares
--------------- --------------------
o Maximum Sales Charge (Load)
Imposed on Purchases NONE NONE
o Maximum Deferred Sales Charge (Load) NONE NONE
o Maximum Sales Charge (Load) Imposed on
Reinvested Dividends or other
Distributions NONE NONE
o Redemption Fee on shares held less than
180 days (as a % of amount redeemed)* 0.60% 0.50%
o Exchange Fee NONE NONE
- ----------
* The Fund will deduct a short-term trading fee in the specified percentage from
the redemption proceeds if you sell your shares after holding them less than
180 days. This fee is paid to the Fund (for the shareholders' benefit) rather
than the Adviser or any broker, and is designed to offset the brokerage
commissions and other direct transaction costs associated with redemptions. If
you bought shares on different days, the shares you held longest will be
redeemed first for purposes of determining whether the short-term trading fee
applies.
Annual Fund Operating Expenses
(expenses that are deducted from
Fund assets): Investor Shares Institutional Shares
--------------- --------------------
o Management Fees 0.95% 0.95%
o Distribution and Service (12b-1) Fees 0.25% NONE
o Other Expenses** 0.91% 0.81%
o Total Annual Fund Operating Expenses 2.11% 1.76%
o Less Fees Waived*** 0.31% 0.31%
o Net Total Annual Fund Operating Expenses 1.80% 1.45%
** "Other Expenses" represent an estimate of the transfer agent fees and
custodial, accounting, legal and certain other expenses for the Fund's first
full fiscal year.
*** The Adviser has voluntarily committed to waive a portion of its management
fee for both classes and to reimburse certain other expenses to the extent
necessary that net total fund annual operating expenses (exclusive of
brokerage commissions, taxes, interest and litigation, indemnification and
other extraordinary expenses) will not exceed the indicated percentages
through at least February 1, 2001.
Expenses may vary in future years. The Adviser may at any time bear any
organizational or operational expenses of the Fund, subject to reimbursement by
the Fund or the respective class. The Adviser may discontinue any such program
at any time without notice.
EXAMPLE
This EXAMPLE is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in a class of shares of the Fund for
the time periods indicated and then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same, except for the
first year while the Adviser waives a
portion of its management fee and
reimburses expenses as described
in the expense table above. 1 year 3 years
Although your actual costs may be ------ -------
higher or lower, based on these Investor Shares $183 $661
assumptions your costs would be: Institutional Shares $153 $554
MANAGEMENT OF THE FUND
Century Capital Management, Inc., which was organized in April 1992, is
the Fund's investment adviser. The Adviser's address is One Liberty Square,
Boston, Massachusetts 02109. The Adviser also is the investment adviser to
Century Shares Trust, a registered investment company, as well as limited
partnerships the investors in which are principally institutions.
The Adviser has discretionary authority to invest the Fund's assets. The
Fund's investments are managed by an investment committee consisting of officers
of the Adviser. The Adviser also performs (or arranges for the performance of)
certain management and administrative services necessary for the Fund's
operation. Such services include providing office space, equipment and
facilities, supervising relations with service providers (such as the Fund's
custodian, transfer agent, accountants and attorneys), preparing shareholder
communications, conducting shareholder relations, maintaining the Fund's
existence and records, and maintaining the Fund's registration and qualification
for sale of its shares.
The Fund pays the Adviser a management fee at the end of every month. The
fee will be determined and accrued on a daily basis by calculating a basic fee
equal to 0.95% per annum, dividing it by 365, and applying the result to the
Fund's closing net assets for the day.
SHAREHOLDER INFORMATION
PRICING OF FUND SHARES
The price at which you may purchase or redeem Fund shares is based on the
Fund's daily net asset value. Net asset value is the market value of the Fund's
investments plus cash, receivables and any other Fund assets, less liabilities.
Dividing the Fund's net asset value by the number of shares outstanding produces
the net asset value per share. The price at which you purchase or redeem Fund
shares is the net asset value per share as next determined after we receive your
order.
For securities for which the primary market is in the United States,
market value is the closing (last sale) price on the principal exchange for
securities listed on national exchanges and the bid price for unlisted
securities. The Fund values most equity securities for which the primary market
is outside the United States using the official closing price or the last sale
price in the principal market in which they are traded. If the last sale price
on the local exchange is unavailable, the Fund would normally use the last
evaluated quote or closing bid price. If these procedures cannot be used in any
instance or, in the opinion of the Trustees or a Fund committee, the value of a
security as determined in accordance with these procedures does not represent
its fair value, the value may be taken to be an amount that, in the opinion of
the Trustees or such committee, represents fair value on the basis of all
available information.
The net asset value per share is computed by the Fund's custodian bank,
State Street Bank and Trust Company, as of the close of trading on the New York
Stock Exchange (normally 4:00 p.m., New York City time) each day that the
Exchange is open for trading. The New York Stock Exchange is closed on national
holidays (except Columbus Day and Veteran's Day) and Good Friday. Net asset
value would be computed on other days if there were a sufficient degree of
trading in the Fund's portfolio securities that current net asset value might be
materially affected. To the extent the Fund has investments in securities that
are primarily listed on foreign exchanges that trade on weekends or other days
when the Fund does not price its shares, the net asset value of the Fund's
shares may change on days when you will not be able to purchase or redeem
shares.
PURCHASING SHARES
The Fund currently offers two classes of shares. The different classes
represent investments in the same portfolio of securities, but the classes are
subject to different expenses and likely will have different share prices. Be
sure to specify which class of shares you are purchasing. If you do not, your
investment will be made in Investor Shares.
You may purchase shares of either class by check or wire transfer. If you
are already a shareholder, you may purchase additional shares by telephone. The
Fund is a "no-load" fund, so you pay no sales commissions on a purchase directly
from the Fund. The minimum initial investment for Investor Shares is $1,000; the
minimum investment for subsequent purchases is $50. For Institutional Shares,
the minimum initial investment is $250,000; there is no minimum for subsequent
investments. For investors purchasing Institutional Shares through registered
investment advisers, institutions such as trusts or foundations, or other
qualified investors purchasing through an omnibus account, shareholder purchases
may be aggregated to meet the minimum. The minimum for Institutional Shares does
not apply to accounts of the Adviser, its affiliates and related persons, or any
of their employees.
If the value of your Institutional Share account is below $150,000
following any redemption or transfer by you, you will have a 30-day period in
which to invest an amount sufficient to restore the account value to at least
$250,000. If not, the entire account will thereupon be converted to Investor
Shares. You should consult your tax adviser as to the consequences of such a
conversion in your case. If following a transfer of Institutional Shares, the
recipient's account value is less than $150,000, the recipient's account will be
converted to Investor Shares.
You may request prospectuses, sales literature and applications from the
Fund at the address and telephone number listed at the back of this prospectus.
The Fund may reject all or part of any order to buy Fund shares. The Fund may be
closed to new investors, temporarily or permanently, without advance notice to
investors. The Fund retains discretion to waive or to reduce any minimum
investment requirements.
Delivery Instructions. To make an initial investment, you must
complete and sign the Application to purchase shares and deliver it with your
payment as follows:
for Investor Shares:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Small Cap Select Fund Boston Financial Data Services
P.O. Box 8329 1978 Attn: Century Small Cap Select Fund
Boston, MA 02266-8329 66 Brooks Drive
Braintree, MA 02184
for Institutional Shares:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Small Cap Select Fund State Street Bank and Trust Company
Transfer Agent Operations Attn: Century Small Cap Select Fund
P.O. Box 1978 Transfer Agent Operations
Boston, MA 02105-1978 One Heritage Drive Mail Stop P/5 South
North Quincy, MA 02171
Your purchase request will be completed and your shares will be purchased at the
net asset value per share next computed after your Application and investment
are received in proper form.
Purchases by Check. You should make your check payable to Century Small
Cap Select Fund for the requested purchase amount. The Fund will not accept
cash, third party checks, or checks drawn on banks located outside of the United
States. If your purchase order for shares is cancelled because your check does
not clear, you will be responsible for any loss incurred by the Fund; existing
shareholders may have shares redeemed from their account to reimburse any loss.
Wire and Electronic Transfers. You may purchase shares by having your
bank send a wire transfer to the Fund's custodian bank. Your bank may charge
you a fee for a wire transfer. If you wish to send a wire transfer, notify
us before the funds are wired by telephone: 800-321-1928 or 617-482-3060.
Use the following wire transfer instructions:
State Street Bank and Trust Company
ABA # 011000028; DDA #11858990
Credit: Century Small Cap Select Fund
insert your Shareholder Registration Name and Account Number
You may purchase additional shares of the Fund by having amounts
automatically withdrawn from your bank account on a periodic basis. For more
information and to receive the documentation required for this program, call the
Fund at 800-321-1928 or 617-482-3060.
Telephone Purchases. If you currently have an active account, you may make
subsequent investments by telephone in accordance with policies established by
the Fund. You can call us at 800-303-1928 or 617-482-3060 to inquire about a
telephone purchase or to place your order. The purchase price will be the net
asset value per share next computed after receiving your order. Payment for
shares purchased by telephone must be received within seven days or the order is
subject to cancellation. At its discretion, the Fund may accept telephone orders
from non-shareholders or securities dealers.
Transactions Through Intermediaries. You may purchase or redeem shares of
the Fund through intermediaries such as certain broker-dealers, "fund
supermarkets," investment professionals, retirement accounts or other vehicles.
An intermediary may charge you a fee for its service, and it may have procedures
for purchasing and redeeming shares and account features differing from those
that would apply if you deal directly with the Fund. An intermediary may be a
designated agent of the Fund. If so, orders it accepts for the purchase of
shares at any time until the daily computation of the Fund's net asset value per
share would receive that price. The agent will segregate orders received on a
business day after the daily computation time and transmit those orders to the
Fund separately for execution at the net asset value next computed after that
business day.
General Policies. The Fund reserves the right to reject any order to
purchase shares. In particular, the Fund may reject orders from investors whose
trading practices are not considered to be consistent with the long-term
investment objectives of the Fund. If your order to purchase shares is accepted
and processed, you may not cancel or revoke the purchase, but you may redeem the
shares purchased.
REDEEMING SHARES
You may redeem shares of the Fund by sending a written request for
redemption to the Fund. The request should be delivered as follows:
for Investor Shares:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Small Cap Select Fund Boston Financial Data Services
P.O. Box 8329 Attn: Century Small Cap Select Fund
Boston, MA 02266-8329 66 Brooks Drive
Braintree, MA 02184
for Institutional Shares:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Small Cap Select Fund State Street Bank and Trust Company
Transfer Agent Operations Attn: Century Small Cap Select Fund
P.O. Box 1978 Transfer Agent Operations
Boston, MA 02105-1978 One Heritage Drive Mail Stop P/5 South
North Quincy, MA 02171
In your written request, you must (1) indicate the number of shares or dollar
amount to be redeemed, (2) provide your shareholder account number, and (3) have
each record owner sign the request exactly as the shares are registered (e.g., a
trustee or custodian must sign as such). The Fund does not permit redemption by
telephone, fax, or email. You also may redeem shares through intermediaries as
described above in "Purchase of Fund Shares."
Redemption orders are processed at the net asset value per share next
computed after receiving your order in good form. The price you receive in a
redemption may be more or less than the price you paid when you purchased your
shares and may result in a taxable capital gain or loss.
Required Documentation. Certain redemption requests must include a
signature guarantee, which is an established commercial practice designed to
protect you and the Fund from fraud. You must include a signature guarantee if:
(1) you wish to sell more than $10,000 worth of shares, (2) you wish to have the
redemption proceeds sent to an address different than that registered in your
account, (3) you have changed your registered address within the last 60 days,
or (4) you wish to have the redemption proceeds made payable to a person who is
not the registered account owner. The signature guarantee must apply to the
signature of each record owner on your account. You may obtain a signature
guarantee from a participant in the Medallion signature guarantee program, such
as a bank, credit union, or securities broker-dealer. A notary public cannot
provide a signature guarantee.
Shares owned by corporations, trusts, partnerships, estates or other
entities are subject to special rules regarding documentation required for
redemption. These shareholders should call the Fund at 800-303-1928 or
617-482-3060 to obtain specific instructions for their situation.
Payment for Redeemed Shares. Your redemption will be paid by a check drawn
on the Boston bank account of the Fund. This check will normally be sent to you
not later than seven days from the effective redemption date. The Fund may, in
the exercise of its sole discretion, make payment by an alternative method.
If you redeem shares within 180 days of their acquisition, the Fund will
deduct a redemption fee from the proceeds payable to you. The redemption fee is
0.60% of the net asset value of Investor Shares redeemed, and 0.50% of the net
asset value of Institutional Shares redeemed. This fee is retained by the Fund
for the shareholders' benefit (and does not accrue to the Adviser) in order to
offset the brokerage commissions and other direct transaction costs associated
with redemptions. In determining whether a redemption fee is payable when shares
are redeemed, unless you instruct the Fund otherwise in writing, the Fund will
first redeem shares that are not subject to the fee and then will redeem other
shares in the order in which you purchased them. The redemption fee does not
apply to conversions from Investor Shares to Institutional Shares or vice versa,
but it does apply to shares acquired as a result of reinvesting dividends or
other distributions. The fee also applies to any redemption made for the purpose
of investing in any other mutual fund managed by the Adviser.
The Fund is permitted to deliver assets in kind (in whole or in part)
instead of cash for large redemptions. This might apply if, over any 90-day
period, you redeem shares for an amount in excess of $250,000 or 1% of the total
net asset value of the Fund, whichever is lesser. If you receive a redemption in
kind, you may incur brokerage costs in converting securities received into cash.
Possible Redemption Delays. If you have recently purchased shares by check
and you wish to redeem those shares, the Fund may delay payment of the
redemption proceeds until the check has cleared, which may take up to 15
calendar days from the purchase date.
As with all mutual funds, the Fund may suspend redemptions and defer
payment when the New York Stock Exchange is closed (other than weekends or
holiday) or trading on that Exchange is restricted, as permitted by the
Securities and Exchange Commission, or during any emergency making it
impractical for the Fund to dispose of its securities or value its assets.
SHAREHOLDER ACCOUNT
The Fund bears the cost to maintain your shareholder account. However, the
Fund may charge you a fee to cover its additional costs if you request a
duplicate confirmation statement of a transaction or a historical transcript of
your account. The Fund reserves the right on 60 days' prior written notice to
impose charges to cover other administrative costs.
Because small accounts result in relatively higher administration costs,
the Fund reserves the right to redeem shares in any account the value of which
falls below $500 following any redemption by you. The Fund will notify you
before doing so in order to allow you to increase your account balance above the
minimum level. You will not receive share certificates from the Fund.
You should communicate changes of address or other account information to
the Fund at:
For Investor Shares:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Small Cap Select Fund Boston Financial Data Services
P.O. Box 8329 Attn: Century Small Cap Select Fund
Boston, MA 02266-8329 66 Brooks Drive
Braintree, MA 02184
for Institutional Shares:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Small Cap Select Fund State Street Bank and Trust Company
Transfer Agent Operations Attn: Century Small Cap Select Fund
P.O. Box 1978 Transfer Agent Operations
Boston, MA 02105-1978 One Heritage Drive Mail Stop P/5 South
North Quincy, MA 02171
DIVIDENDS AND DISTRIBUTIONS
The Fund distributes annually to shareholders its net investment income in
the form of income dividends. Net investment income represents the dividends,
interest and other income earned from its investments, less its expenses. The
Fund will make income dividend payments at least annually.
The Fund also distributes annually to shareholders its net realized
capital gains in the form of capital gain distributions. These distributions
represent capital gains realized by the Fund on its investments, less any
capital losses.
The Fund will reinvest your income dividends and capital gain
distributions in additional shares of the Fund unless you choose one of the
following options:
o Income Option - you will receive income dividends in cash and have
capital gain distributions reinvested; or
o Cash Option - you will receive both income dividends and capital
gain distributions in cash.
You should indicate your choice in the Application you complete with your
initial share purchase. You may change your choice at any time by writing the
Fund.
TAX CONSEQUENCES
If your shares are not held in a tax-advantaged retirement account, you
should be aware of the following federal tax implications of investing in the
Fund.
Income dividends and capital gains distributions are generally subject to
federal income tax, and may also be subject to state or local taxes. Capital
gain distributions may be taxable at different rates, depending on the length of
time the Fund holds its assets. At the present time, for federal tax purposes
both income dividends and short-term capital gains distributions are taxable to
you as ordinary income. Long-term capital gain distributions are generally
taxable to you as long-term capital gains regardless of the length of time you
have owned Fund shares. Any taxable distributions you receive will generally be
taxable whether you receive them in cash or reinvest them in shares of the Fund.
o If you purchase shares of the Fund shortly before a distribution,
you will be "buying a dividend" and you will effectively receive
back a portion of your investment in the form of a taxable income
dividend or capital gains distribution.
When you redeem shares, including for purposes of purchasing shares in any
other mutual fund managed by the Adviser, you may realize a taxable capital gain
or loss for federal income tax purposes. You will realize a taxable capital gain
if the price you receive on redemption is greater than the cost of the shares
that you redeem.
This is only a summary of certain federal income tax consequences. You
should consult your tax adviser about state and other taxes, as well as your
particular tax situation.
DISTRIBUTION ARRANGEMENTS
DISTRIBUTION AND SERVICE (12B-1) PLAN
The Fund has adopted a Distribution and Service Plan for the Investor
Shares to pay certain distribution and other expenses, such as for advertising,
compensation of brokers and others for selling Investor Shares, printing and
mailing prospectuses other than to existing shareholders, preparing, printing
and mailing sales literature, and providing certain services to Investor class
shareholders. The asset-based fee increases the Investor class expenses by up to
0.25% of the net assets of that class per year. Because these fees are paid out
of the Fund's assets on an ongoing basis, over time, these fees will increase
the cost of an investment in Investor Shares and may ultimately cost you more
than other types of sales charges. There are no comparable fees paid by the
Institutional Shares.
* * * * *
A table of "Financial Highlights" is not included in this Prospectus
because the Fund has not yet completed a fiscal year of investment operations.
HOW TO OBTAIN MORE INFORMATION
A Statement of Additional Information (SAI) for the Fund dated ______________,
1999, includes additional information about the Fund. The SAI is incorporated by
reference into this Prospectus (which means it is legally part of this
Prospectus). Information about the Fund's investments also will be available in
its annual and semi-annual reports to shareholders. The Fund's annual report
will include a discussion of the market conditions and investment strategy that
significantly affected the Fund's performance during its fiscal year.
The SAI and the Fund's annual and semi-annual reports and other information are
or will be available, without charge, upon request to the Fund. Investors may
contact the Fund by calling 1-800-321-1928, by sending e-mail to
"[email protected]" or by writing to:
Century Small Cap Select Fund
c/o Century Capital Management, Inc.
One Liberty Square
Boston, Massachusetts 02109
Information about the Fund (including the SAI) can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by
calling the Commission at 1-800-SEC-0330. Reports and other information about
the Fund are available on the Commission's Internet site at http://www.sec.gov;
copies of this information may be obtained, upon payment of a duplicating fee,
by writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009.
Investment Company Act File Number 811-09561
<PAGE>
CENTURY SMALL CAP SELECT FUND
One Liberty Square
Boston, Massachusetts 02109
800-321-1928 or 617-482-3060
[email protected]
STATEMENT OF ADDITIONAL INFORMATION
_______________, 1999
Century Capital Management Trust (Trust) is registered as an open-end management
company. Century Small Cap Select Fund (Fund) is a series of the Trust.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE
PROSPECTUS. It supplements the Fund's Prospectus dated __________, 1999 and
should be read together with the Prospectus. You may obtain a copy of the
Prospectus free of charge by writing, calling or sending an email to the Fund.
-----------------------------------
TABLE OF CONTENTS
The Fund .................................................................. 2
The Fund's Investment Policies and Related Risks .......................... 2
Management of the Fund .................................................... 6
Control Persons and Principal Holders of Securities ....................... 8
Investment Advisory and Other Services .................................... 8
Brokerage Allocation and Other Practices .................................. 10
Capital Stock and Other Securities ........................................ 10
Purchase, Redemption and Pricing of Shares ................................ 12
Taxation of the Fund ...................................................... 13
Calculation of Performance Data ........................................... 13
Financial Statements ...................................................... 14
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<PAGE>
THE FUND
Century Small Cap Select Fund is the initial series of the Trust, which is
a "Massachusetts business trust." The Trust and the Fund were organized under
the laws of Massachusetts in August 1999.
THE FUND'S INVESTMENT POLICIES AND RELATED RISKS
The Fund operates as a diversified, open-end management investment
company. The investment objective, the principal investment policies and the
main risks of the Fund are described in the Prospectus. This Statement of
Additional Information contains supplemental information about those policies
and risks and the types of securities that the Fund's investment adviser,
Century Capital Management, Inc. (Adviser), can select for the Fund. It also
provides information about additional strategies that the Fund may use to
try to achieve its investment objective. There can be no assurance that the Fund
will achieve its objective.
The composition of the Fund's portfolio and the techniques and strategies
that the Adviser may use in selecting portfolio securities will vary over time.
The Fund is not required to use all of the investment techniques and strategies
described below at all times in seeking its goal. It may use some of the special
investment techniques and strategies at some times or not at all.
Investments in Smaller Company Equity Securities. The Fund focuses its
investments in equity securities of smaller companies. Equity securities include
common stocks, preferred stocks, rights and warrants, and securities convertible
into common stock. The Fund's investments primarily include stocks of companies
having a market capitalization at the time of investment of up to $1.5 billion
(or as defined by the largest companies in the Russell 2000 Index, if greater).
The Fund also expects to hold a portion of its assets in securities of issuers
having a larger market capitalization. Although under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities
having small market capitalization, the Fund may decrease this allocation for
temporary defensive reasons as described in the Prospectus.
Current income is not a criterion used to select portfolio securities.
However, certain debt securities may be selected for the Fund's portfolio for
defensive or diversification purposes (including debt securities that the
Adviser believes may offer some opportunities for capital appreciation when
stocks are disfavored). Other debt securities may be selected because they are
convertible into common stock, as discussed below under "Convertible
Securities."
Securities of smaller capitalization issuers may be traded on securities
exchanges or in the over-the-counter markets. The over-the-counter markets, both
in the U.S. and abroad, may have less liquidity than securities exchanges. That
may make it more difficult for the Fund to sell a security when it wants to, or
may adversely affect the price the Fund will be able to obtain.
Among the companies in which the Fund may invest are small, unseasoned
companies that may have been in operation for only a short period. Securities of
these companies may be subject to more volatility in their prices even than
smaller companies generally. They might have a more limited trading market,
which could adversely affect the Fund's ability to dispose of them and may
reduce the price the Fund might be able to obtain for them. For example, other
investors that own a security issued by a small, unseasoned issuer for which
there is limited liquidity might trade the security when the Fund is attempting
to dispose of its holdings of that security.
Preferred Stock. Preferred stock, unlike common stock, generally has a
stated dividend rate payable from the corporation's earnings. Preferred stock
dividends may be cumulative or non-cumulative. "Cumulative" dividend provisions
require all or a portion of prior unpaid dividends to be paid before dividends
can be paid on the issuer's common stock. Preferred stock may be "participating"
stock, which means that it may be entitled to a dividend that exceeds the stated
dividend in certain cases.
If interest rates rise, the fixed dividend on preferred stocks may be less
attractive, causing the price of preferred stocks to decline. Preferred stock
may have mandatory sinking fund provisions, as well as provisions allowing calls
or redemptions before maturity, which can also have a negative impact on prices
when interest rates decline. Preferred stock generally has a preference over
common stock on the distribution of a corporation's assets in the event of
liquidation of the corporation. The rights of preferred stock on distribution of
a corporation's assets in the event of a liquidation are generally subordinate
to the rights of holders of a corporation's debt securities or other creditors.
Convertible Securities. Convertible securities are generally a form of
debt security with a feature allowing conversion into equity securities, so the
Adviser considers them to be equivalent to "equity securities." As a result, the
rating assigned to the security has less impact on the Adviser's investment
decision with respect to convertible debt securities than in the case of
non-convertible fixed income securities. Convertible securities typically rank
senior to common stock in a corporation's capital structure and therefore are
subject to less risk than common stock in case of the issuer's bankruptcy or
liquidation.
The value of a convertible security is a function of its "investment
value" and its "conversion value." If the investment value exceeds the
conversion value, the security will behave more like a debt security and the
security's price will likely increase when interest rates fall and decrease when
interest rates rise. If the conversion value exceeds the investment value, the
security will behave more like an equity security: it will likely sell at a
premium over its conversion value, and its price will tend to fluctuate directly
with the price of the underlying security.
The Fund has no limitations on the ratings of the convertible debt
securities that it can buy. They may include securities that are investment
grade or below investment grade. Securities that are below investment grade
(whether they are rated by a nationally-recognized rating organization or are
unrated securities that the Adviser deems to be below investment grade) have
greater risks of default than investment grade securities. In addition, debt
securities are subject to interest rate risk. Their values tend to fall when
interest rates rise. The Fund does not anticipate that it will invest a
substantial amount of its assets in these types of securities.
Rights and Warrants. The Fund also may invest in warrants or rights.
Warrants are options to purchase equity securities at specific prices valid for
a specific period of time. Their prices do not necessarily move parallel to the
prices of the underlying securities. Rights are similar to warrants, but
normally have a short duration and are distributed directly by the issuer to its
shareholders. Rights and warrants typically have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer.
Foreign Securities. Although the Fund intends to focus its investments in
the securities of companies based in North America, including Bermuda, it will
generally also purchase equity securities issued or guaranteed by companies
organized and based in countries other than in North America. They may be traded
on foreign securities exchanges or in the foreign over-the-counter markets.
Investments in foreign securities may offer special opportunities for
investing but also present special additional risks and considerations not
typically associated with investments in domestic securities. Some of these
additional risks are: reduction of income by foreign taxes; fluctuation in value
of foreign investments due to changes in currency rates or currency control
regulations (for example, currency blockage); transaction charges for currency
exchange; lack of public information about foreign issuers; lack of uniform
accounting, auditing and financial reporting standards in foreign countries
comparable to those applicable to domestic issuers; less volume on foreign
exchanges than on U.S. exchanges; greater volatility and less liquidity on
foreign markets than in the U.S.; less governmental regulation of foreign
issuers, stock exchanges and brokers than in the U.S.; greater difficulties in
commencing lawsuits; higher brokerage commission rates than in the U.S.;
increased risks of delays in settlement of portfolio transactions or loss of
certificates for portfolio securities; possibilities in some countries of
expropriation, confiscatory taxation, political, financial or social instability
or adverse diplomatic developments; and unfavorable differences between the U.S.
economy and foreign economies. In the past, U.S. government policies have
discouraged certain investments abroad by U.S. investors, through taxation or
other restrictions, and it is possible that such restrictions could be
re-imposed.
Portfolio Turnover. "Portfolio turnover" describes the rate at which the
Fund trades its portfolio securities. For example, if a fund sells all of its
securities during the fiscal year, its portfolio turnover rate would be 100%
annually. The Fund's portfolio turnover rate will fluctuate from year to year.
The Fund does not expect to have a portfolio turnover rate of more than 100%
annually, but the Adviser's investment strategies may require higher turnover
from time to time, particularly in the initial phase. Increased portfolio
turnover creates higher brokerage and transaction costs for the Fund, which may
reduce its overall performance. Additionally, the realization of capital gains
from selling portfolio securities may result in distributions of taxable
long-term capital gains to shareholders, since the Fund will normally distribute
all of its capital gains realized each year in order to avoid excise taxes under
the Internal Revenue Code.
Other Investment Techniques and Strategies. In seeking its objective,
although not as part of its principal strategies, the Fund from time to time may
employ the types of investment strategies and investments described below. It is
not required to use all of these strategies at all times, and at times may not
use them.
Hedging. The Fund may from time to time use hedging techniques to attempt
to protect against declines in the market value of the Fund's portfolio, to
permit the Fund to retain unrealized gains in the value of portfolio securities
that have appreciated, or to facilitate selling securities for investment
reasons. While there are many hedging techniques, the Fund currently
contemplates only buying put options ("puts") on securities. However, the Fund
may in the future employ other hedging instruments and strategies if they are
consistent with the Fund's investment objective and are permissible under
applicable regulations governing the Fund. The Fund can buy puts whether or not
it holds the underlying investment in its portfolio. When the Fund purchases a
put, it pays a premium and gains the right to attempt to protect itself against
a decline in the value of the underlying investment below the exercise price
during the put period by selling the underlying investment at the exercise price
to a seller of a corresponding put. If the market price of the underlying
investment is equal to or above the exercise price and, as a result, the put is
not exercised or resold, the put will become worthless at its expiration date.
In that case the Fund will have paid the premium but lost the right to sell the
underlying investment. However, the Fund may sell the put prior to its
expiration. That sale may or may not be at a profit.
The use of hedging instruments requires special skills and knowledge of
investment techniques. If the Adviser uses a hedging instrument at the wrong
time or judges market conditions incorrectly, hedging strategies may reduce the
Fund's return. The Fund's option activities could affect its portfolio turnover
rate and brokerage commissions. For example, the exercise by the Fund of puts on
securities will cause the sale of underlying investments, increasing portfolio
turnover. Although the decision whether to exercise a put it holds is within the
Fund's control, holding a put might cause the Fund to sell the related
investments for reasons that would not exist in the absence of the put. The Fund
could pay a brokerage commission each time it buys a put or sells an underlying
investment in connection with the exercise of a put. Those commissions could be
higher on a relative basis than the commissions for direct purchases or sales of
the underlying investments.
Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements. It might do so for liquidity purposes to meet anticipated
redemptions of Fund shares, pending the investment of the proceeds from sales of
Fund shares, pending the settlement of portfolio securities transactions, or for
temporary defensive purposes, as described below. In a repurchase transaction,
the Fund buys a security from, and simultaneously resells it to, an approved
vendor for delivery on an agreed-upon future date. The resale price exceeds the
purchase price by an amount that reflects an agreed-upon interest rate effective
for the period during which the repurchase agreement is in effect. Approved
vendors include U.S. commercial banks, U.S. branches of foreign banks, or
broker-dealers that have been designated as primary dealers in government
securities. They must meet any credit requirements that may be set by the Fund's
Board of Trustees from time to time. Repurchase agreements, considered "loans"
under the Investment Company Act, are collateralized by the underlying security.
The Fund's repurchase agreements require that at all times while the repurchase
agreement is in effect, the value of the collateral must equal or exceed the
repurchase price to fully collateralize the repayment obligation. However, if
the vendor fails to pay the resale price on the delivery date, the Fund may
incur costs in disposing of the collateral and may experience losses if there is
any delay in its ability to do so. The Adviser will monitor the vendor's
creditworthiness to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.
Temporary Defensive Strategies and Other Investments. The Fund may from
time to time invest in instruments not described above if the Adviser deems that
to be consistent with the Fund's objective and policies. It also may vary its
investments or the allocation among them for temporary defensive reasons, as
described in the Prospectus.
In addition, to raise cash for liquidity purposes, the Fund may lend its
portfolio securities to brokers, dealers and other types of financial
institutions approved by the Fund's Board of Trustees. When it lends securities,
the Fund receives amounts equal to the dividends or interest on loaned
securities. It also receives one or more of (a) negotiated loan fees, (b)
interest on securities used as collateral, and (c) interest on any short-term
debt securities purchased with such loan collateral. Either type of interest may
be shared with the borrower. The Fund may also pay reasonable finder's,
custodian and administrative fees in connection with these loans. The Fund
currently does not intend to engage in loans of securities, but if it does so,
such loans will not likely exceed 5% of the value of Fund's total assets and, in
any event, will be limited to not more than 10% of such value.
There are some risks in connection with securities lending. The Fund might
experience a delay in receiving additional collateral to secure a loan, or a
delay in recovery of the loaned securities if the borrower defaults. The Fund
must receive collateral for a loan. Under current applicable regulatory
requirements (which are subject to change), on each business day the loan
collateral must be at least equal to the value of the loaned securities. It must
consist of cash, bank letters of credit, securities of the U.S. government or
its agencies or instrumentalities, or other cash equivalents in which the Fund
is permitted to invest. To be acceptable as collateral, letters of credit must
obligate a bank to pay amounts demanded by the Fund if the demand meets the
terms of the letter. The terms of the letter of credit and the issuing bank both
must be satisfactory to the Fund.
Fundamental Policies. Except where stated to be non-fundamental, the
following additional investment restrictions are fundamental policies of the
Fund that may only be changed with the approval of a majority of the outstanding
voting securities of the Fund.
o The Fund may borrow from banks on an unsecured basis to invest the
borrowed funds in portfolio securities (a speculative technique known as
"leverage"), for temporary defensive reasons or if necessary or advisable to
fund redemptions of Fund shares. The Fund may borrow only from banks. Under
current regulatory requirements, borrowings can be made only to the extent that
the value of the Fund's assets, less its liabilities other than borrowings, is
equal to at least 300% of all borrowings (including the proposed borrowing). If
the value of the Fund's assets fails to meet this 300% asset coverage
requirement, the Fund will reduce its bank debt within three days to meet the
requirement. To do so, the Fund might have to sell a portion of its investments
at a disadvantageous time. The Fund will pay interest on these loans, and that
interest expense will raise the overall expenses of the Fund and reduce its
returns. If it does borrow, the Fund's expenses will be greater than comparable
funds that do not borrow. Additionally, the Fund's net asset value per share
might fluctuate more than that of funds that do not borrow. Currently, the Fund
does not contemplate borrowing for leverage, and if it does so, it will not
likely do so to a substantial degree. The Fund has a non-fundamental policy
that, during any period that the Fund's borrowings exceed 5% of its total
assets, the Fund will not purchase portfolio securities. The Fund cannot pledge,
mortgage or otherwise encumber, transfer or assign its assets to secure a debt.
However, the use of escrow or other collateral arrangements in connection with
the Fund's policies on borrowing is permitted.
o The Fund may not lend money. However, it can invest in debt securities
that the Fund's investment policies and restrictions permit it to purchase. The
Fund may also lend its portfolio securities and enter into repurchase
agreements.
o The Fund may not invest in real estate or in interests in real estate.
However, the Fund can purchase securities of companies holding real estate or
interests in real estate.
o The Fund may not underwrite securities of other companies. A permitted
exception would be a case in which it is deemed to be an underwriter under the
Securities Act of 1933 when reselling any securities held in its own portfolio.
o The Fund may not issue "senior securities," but this does not prohibit
certain investment activities for which assets of the Fund are designated as
segregated, or margin, collateral or escrow arrangements are established, to
cover the related obligations. Examples of those activities, which are not
principal investment strategies, include borrowing money and investing in
reverse repurchase agreements, as described above, as well as other techniques
such as delayed-delivery and when-issued arrangements for portfolio securities
transactions.
Concentration. As described in the Prospectus, the Fund has a policy of
concentrating its investments in the financial services and health care group of
industries. The Adviser believes that, as the world's population ages, the
demands on companies offering health care and financial services will increase
dramatically and alter the way retirement and lifestyle services are delivered.
The fastest growing segment are those over 85 years old. Providing care (and
paying for it) for this burgeoning population is predicted to be a growing
priority and growth segment of the economy of developed nations. The Adviser
also focuses on companies whose business involves increasing the efficiency of
companies in the financial and health care services fields, which - it believes
- - are only beginning to rationalize their historically high administrative
expense levels in order to expand their services and add more value to clients
and shareholders.
MANAGEMENT OF THE FUND
The Trustees named below are responsible for setting policy and overseeing
the Fund's activities. The Trustees hire and supervise the performance of the
companies that provide services to the Fund, such as the investment adviser, the
independent accountants, and the custodian.
As a Massachusetts business trust, the Fund is not required to hold, and
does not plan to hold, regular annual meetings of shareholders. The Fund will
hold meetings when required to do so by the Investment Company Act or other
applicable law. It will also do so when a shareholder meeting is called by the
Trustees or upon proper request of the shareholders. Shareholders have the right
to elect Trustees only as and when required by the Investment Company Act of
1940, and may remove a Trustee in accordance with the Trust's Declaration of
Trust and Bylaws.
The following table provides information regarding each Trustee and
officer of the Fund:
POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND DURING PAST 5 YEARS
- --------------------- ---------------- -----------------------
William O. Bailey Trustee o Terra Nova (Bermuda) Holdings
P.O. Box SN197 Ltd., Former Chairman, President
Southampton, Bermuda & CEO (insurance holding company)
Age: 73 o Century Shares Trust, Trustee
(investment company)#
o MBIA, Inc., Former Director and
CEO (insurance company)
o RamRe, Inc., Director (financial
guaranty insurance)
John E. Beard Trustee o Ropes & Gray, Partner (attorneys)
One International Place o Century Shares Trust, Trustee
Boston, Massachusetts (investment company)#
Age: 66
John R. Casey* Trustee and o Century Capital Management, Inc.,
One Liberty Square Vice President Managing Director (investment
Boston, Massachusetts adviser)#
Age: 33 o Dowling & Partners Securities
LLC, Partner, Senior Analyst
(broker-dealer)
William W. Dyer, Jr.* Trustee and o Century Capital Management, Inc.,
One Liberty Square Vice President Director and Former Managing
Boston, Massachusetts Director (investment adviser)#
Age: 65 o Century Shares Trust, Trustee
(investment company)#
o CCP Capital, Inc., Director and
Former Vice President (management
services)#
o CCP Capital II, LLC, Managing
Member (management services)#
Allan W. Fulkerson* Trustee and o Century Capital Management, Inc.,
One Liberty Square Chairman of the President and Director
Boston, Massachusetts Trustees (investment adviser)#
Age: 66 o Century Shares Trust, Chairman of
the Trustees (investment
company)#
o CCP Capital, Inc., President and
Director (management services)#
o CCP Capital II, LLC, Managing
Member (management services)#
o Massachusetts Fiduciary Advisors,
Inc., President and Director
(investment adviser)#
Ernest E. Monrad Trustee o Northeast Investors Trust,
50 Congress Street Chairman of the Trustees
Boston, Massachusetts (investment company)
Age: 69 o Century Shares Trust, Trustee
(investment company)#
Michael J. Poulos Trustee o Western National Corporation
3 Riverway Plaza (holding company) and Western
Houston, Texas National Life Insurance Company,
Age: 68 Retired Chairman, President and
Chief Executive Officer
o Century Shares Trust, Trustee
(investment company)#
Jerry S. Rosenbloom Trustee o The Wharton School, University of
304 Colonial Penn Center Pennsylvania, Professor of
3641 Locust Walk Insurance and Risk Management
Philadelphia, o Century Shares Trust, Trustee
Pennsylvania (investment company)#
Age: 60
Alexander L. Thorndike* Trustee and o Century Capital Management, Inc.,
One Liberty Square Vice President Managing Director (investment
Boston, Massachusetts adviser)#
Age: 33 o CCP Capital II, LLC, Managing
Member (management services)#
o William Blair and Company LLC,
Analyst (broker-dealer)
Richard F. Cook, Jr. Secretary o Century Capital Management, Inc.,
One Liberty Square Managing Director, Treasurer,
Boston, Massachusetts Clerk and Director (investment
Age: 48 adviser)#
o Century Shares Trust, Secretary
(investment company)#
o CCP Capital, Inc., Vice
President, Treasurer, Clerk and
Director (management services)#
o CCP Capital II, LLC, Managing
Member (management services)#
o Massachusetts Fiduciary Advisors,
Inc., Senior VP, Treasurer and
Clerk (investment adviser)#
- --------
* Indicates Trustees and Officers who are interested persons of the Fund.
# Indicates a position with an entity that may be deemed an "affiliated
person" of the Fund.
Messrs. Fulkerson, Casey, Dyer, Thorndike, and Cook are affiliated with
the Adviser and receive no compensation from the Fund. The remaining Trustees of
the Fund are expected to receive the compensation shown below from the Fund and
from Century Shares Trust (also managed by the Adviser) with respect to the
Fund's fiscal year ending October 31, 2000.
PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS FROM FUND
ACCRUED AND FUND
AGGREGATE AS PART OF COMPLEX
NAME OF PERSON, COMPENSATION FUND PAID TO
POSITION FROM THE FUND(1) EXPENSES (2) TRUSTEES(3)
--------------- ------------- ------------ -----------
William O. Bailey,
Trustee $ 375 -- $ 20,375
John E. Beard,
Trustee $ 375 -- $ 20,375
Ernest E. Monrad,
Trustee $ 375 -- $ 20,375
Michael J. Poulos,
Trustee $ 375 -- $ 20,375
Jerry S.Rosenbloom,
Trustee $ 375 -- $ 20,375
- --------
(1) Estimated to be received during the current fiscal year ending October 31,
2000.
(2) The Fund neither sponsors nor pays pension or retirement benefits to
Trustees or officers of the Fund.
(3) Received and estimated to be received during the period beginning November
1, 1999 and ending October 31, 2000.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of the date of this Statement of Additional Information, the Adviser
was the sole initial shareholder of the Fund's Investor and Institutional
Shares; the officers and Trustees as a group thus owned less than 1% of the
outstanding shares of the Fund's Investor and Institutional Shares.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser. Century Capital Management, Inc., the Fund's
investment adviser, is solely owned by its officers and certain related persons.
Allan W. Fulkerson, who exercises voting control over the Adviser, is both
Chairman of the Trustees of the Fund and President and a Director of the
Adviser. William W. Dyer, Jr., John L. Casey, and Alexander L. Thorndike are
Vice Presidents and Trustees of the Fund, and they, along with Richard F. Cook,
Jr., Secretary of the Fund, each serve as a Director and/or Managing Director of
the Adviser.
The Fund pays the Adviser a management fee at the end of every month. The
fee will be determined and accrued on a daily basis by calculating a basic fee
equal to 0.95% per annum, dividing it by 365, and applying the result to the
Fund's closing net assets for the day.
As investment adviser to the Fund, the Adviser acts with discretionary
authority to invest the Fund's assets. The Adviser also performs (or arranges
for performance of) certain management and administrative services necessary for
the operation of the Fund. These services include providing office space,
equipment and facilities, supervising relations with the Fund's custodian,
transfer agent, accountants, attorneys and other third-party service providers,
preparing shareholder communications, conducting shareholder relations,
maintaining the Fund's existence and records and maintaining the Fund's
registration and qualification for sale of its shares. The Adviser may be
reimbursed by the Fund for the allocated cost of the Adviser's employees'
providing shareholder, transfer agent and accounting services to the Fund. The
Fund will pay, or may reimburse the Adviser for, its organization and start-up
costs and all other expenses not borne by the Adviser. The Adviser's management
fee is allocated to each class of shares based upon the relative portion of the
Fund's net assets represented by that class, as are other fund expenses unless
allocations can be made directly to a class, as with the expenses of
distributing and servicing Investor Shares under the Distribution and Service
(12b-1) Plan, transfer and shareholder servicing agent fees and expenses, and
the costs of holding shareholder meetings (to the extent such expenses pertain
only to a specific class).
The Adviser may from time to time bear expenses for the Fund, subject to
reimbursement of all or part of such amounts by the Fund or the respective
classes. Additionally, the Adviser may elect at any time to waive some or all of
its management fee, and if it does so, may discontinue the waiver at any time.
The investment advisory agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment advisory
agreement, the Adviser shall not be liable for any loss resulting from a good
faith error or omission on its part with respect to any of its duties under the
agreement.
The agreement permits the Adviser to act as investment advisor for any
other person, firm or fund. The agreement permits the Fund to use the name
"Century," which is used by the Adviser under license, only so long as the
Adviser is permitted to use such name by the owner thereof. If the Adviser shall
no longer be permitted to use the name Century, the Adviser will withdraw the
right of the Fund to use the name Century as part of its name unless the Fund
made separate arrangements with the owner.
Distribution and Service Plan. The Fund has adopted a Distribution and
Service Plan (Plan) for the Investor Shares under Rule 12b-1 of the Investment
Company Act. Under this Plan, the Fund and the Adviser (out of its own
resources, including the management fee it receives from the Fund, without
limitation) may pay for all or a portion of the costs incurred in connection
with the distribution and/or servicing of the Investor Shares. Among other
things, they may make payments to brokers, dealers or other financial
institutions for distribution, administrative, and account maintenance services
they perform, including financing payment of sales commissions and/or the
advance of service fee payments and may bear the costs of sales literature,
advertising and prospectuses (other than those furnished to current
shareholders), and certain other distribution expenses. All such payments are
subject to the review and approval of the independent Trustees.(1) Under the
Plan, the 0.25% per annum maximum service and distribution fee payable by the
Fund is computed on the average of the net asset value of Investor Shares,
determined as of the close of each regular business day during the applicable
period.
The Plan has been approved by a vote of the Board of Trustees, including a
majority of the independent Trustees, cast in person at a meeting called for the
purpose of voting on it. The plan also has been approved by the holders of a
"majority" (as defined in the Investment Company Act) of the shares of the
applicable class. Unless the Plan is terminated as described below, it will
continue in effect from year to year but only if the Fund's Board of Trustees
and its independent Trustees specifically vote annually to approve its
continuance by a vote cast in person at a meeting called for the purpose of
voting on continuing the plan. The Board of Trustees and the independent
Trustees must approve all material amendments to the Plan, and an amendment to
increase materially the amount of payments to be made under the Plan must be
approved by the Investor class shareholders. The Plan may be terminated at any
time by the vote of a majority of the independent Trustees or by the vote of the
holders of a "majority" of the outstanding Investor shares.
The Plan states that while it is in effect, the selection and nomination
of those Trustees of the Fund who are not "interested persons" of the Fund is
committed to the discretion of the independent Trustees. This does not prevent
the involvement of others in the selection and nomination process, as long as
the final decision as to selection or nomination is approved by a majority of
the independent Trustees.
Transfer Agent and Dividend Paying Agent. State Street Bank and Trust
Company, One Heritage Drive, North Quincy, Massachusetts, acts directly as the
Fund's transfer and dividend paying agent with respect to Institutional Shares
and, through its subsidiary Boston Financial Data Services, Inc., 66 Brooks
Drive, Braintree, Massachusetts, acts as the Fund's transfer agent and
dividend paying agent with respect to Investor Shares.
Custodian. State Street Bank and Trust Company, One Heritage Drive, North
Quincy, Massachusetts, acts as the custodian of the Fund's cash and investment
securities. The custodian also is responsible for receipt and delivery of the
Fund's investment securities, as well as other matters specified in the
custodial agreement.
Accountants. Deloitte & Touche LLP, 200 Berkeley Street, Boston,
Massachusetts, acts as the independent accountants for the Fund. The independent
accountants are responsible for auditing the Fund's financial statements.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Fund's portfolio transactions are executed by broker-dealers and banks
selected by the Adviser. The Adviser selects broker-dealers to execute Fund
investment transactions based on many factors, including the size and type of
the transaction, the reputation, experience, and quality of services rendered by
the broker-dealer in other transactions, and the reasonableness of the
commission, if any. Execution at the most favorable prices and in the most
effective manner possible are the primary considerations. To minimize brokerage
charges, the Adviser seeks to execute portfolio transactions with a primary
market maker in over-the-counter transactions, except in those circumstances
where better prices and execution are available elsewhere. Purchases from market
makers or other dealers will include the spread between the bid and the asked
price.
- ----------
(1) The term "independent Trustees" in this Statement of Additional Information
refers to those Trustees who are not "interested persons" of the Fund and who do
not have any direct or indirect financial interest in the operation of the
distribution plan or any agreement under the plan.
When more than one broker-dealer firm meets the foregoing criteria for a
particular transaction, the Adviser may give consideration to those firms that
supply research services that may contribute to the overall performance of the
Fund and of the Adviser's other client accounts, and not all of these services
may be used in connection with the Fund. The research services may include
analysis, quotations and statistical or other information, and the Adviser may
at times pay a higher commission rate than might have been available elsewhere
in recognition of the value of such services; however, the transaction will
always meet the Adviser's overall criteria for obtaining best execution.
Investment decisions for the Fund are made independently from those for
other clients of the Adviser and suitability is always a paramount
consideration. Nevertheless, it is possible that at times the same securities
will be acceptable for the Fund and for one or more other client accounts,
including other investment companies and accounts in which the Adviser or its
affiliates may have interests. In such cases, purchase or sale orders may be
aggregated if the Adviser determines that will facilitate execution or obtaining
a favorable price, or the Fund and any of such other accounts may receive a
price that represents the average price of several transactions in the same
security. The Adviser has adopted allocation procedures designed to allocate
securities and prices fairly between the Fund and the Adviser's various other
accounts.
CAPITAL STOCK AND OTHER SECURITIES
The Fund is a series of Century Capital Management Trust. The number of
shares of the Fund and of the Trust is not limited. Except with respect to
differences arising among different series and different classes within a series
as described in the Prospectus and in this Statement of Additional Information,
each share has the same rights as every other share. Shares have no preemptive
rights and are fully paid and non-assessable. Shares are freely transferable,
and each share has one vote at shareholder meetings, with fractional shares
voting proportionally on matters submitted to the vote of shareholders. Each
share of the Fund represents an interest in the Fund proportionately equal to
the interest of each other share of the same class.
Series of Shares of the Trust. The Fund is the initial series of shares
under the Trust. The Trustees may create and issue additional series of shares,
subject to the Investment Company Act of 1940 and the rules promulgated
thereunder, when, as and if they may determine, without further action by the
shareholders. The Declaration of Trust gives the Trustees authority to fix and
determine the relative rights and preferences as between different series as to
dividends and other distributions and on liquidation or termination of the Fund,
and also to determine provisions concerning investment, reinvestment, sinking or
purchase trusts, conversion rights, the manner of determining Trustee
remuneration with respect to such series, and conditions under which (to the
extent permitted by the Investment Company Act of 1940) the several series shall
have separate voting rights or no voting rights. Each series may have separate
voting rights on matters in which interests of one series are different from
interests of another series, and votes as a separate series on matters that
affect that series alone. The consideration received from the sale of shares of
any series and all assets in which such consideration is invested or reinvested
and all income and proceeds thereof will irrevocably belong to that series for
all purposes, and they will be charged with the liabilities of the Fund in
respect of that series, with assets and liabilities not readily identifiable as
those of a particular series being allocated by the Trustees as they deem fair
and equitable.
Classes of Shares of a Series. The Board of Trustees also has the power,
without shareholder approval, to divide unissued shares of any series of the
Trust, including the Fund, into two or more classes. The Fund currently has two
classes of shares: the Investor and Institutional classes. All classes of any
series invest in the same investment portfolio. Each class of shares: has its
own dividends and distributions, pays certain expenses that may be different for
the different classes, may have a different net asset value, may have separate
voting rights on matters in which interests of one class are different from
interests of another class, and votes as a class on matters that affect that
class alone.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's share classes recognizes two types of Fund expenses.
General expenses that do not pertain specifically to any one class are allocated
pro rata to the shares of all classes. The allocation is based on the percentage
of the Fund's total assets that is represented by the assets of each class, and
then equally to each outstanding share within a given class. Such general
expenses include management fees, legal, bookkeeping and audit fees, printing
and mailing costs of shareholder reports, Prospectuses, Statements of Additional
Information and other materials for current shareholders, fees to independent
Trustees, custodian expenses, share issuance costs, organization and start-up
costs, interest, taxes and brokerage commissions, and non-recurring expenses,
such as litigation costs. Other expenses that are directly attributable to a
particular class are allocated equally to each outstanding share within that
class. Examples of such expenses include the Distribution and Service Plan fees
for the Investor Shares, transfer and shareholder servicing agent fees and
expenses, and shareholder meeting expenses (to the extent that such expenses
pertain only to a specific class).
Dividends are calculated in the same manner, at the same time, and on the
same day for each class of shares. However, dividends on Investor class shares
are expected to be lower than dividends on Institutional class shares because of
the effect of the asset-based Distribution and Service Plan charge on Investor
class shares. Those dividends also will differ in amount as a consequence of any
difference in the net asset values of the different classes of shares.
Upon a liquidation of the Trust or Fund, holders of shares would receive a
pro rata portion of the net assets remaining after settlement of liabilities,
including those of the respective classes.
Shareholder and Trustee Liability. The Declaration of Trust contains an
express disclaimer of shareholder or Trustee liability for the obligations of
the Trust or any series thereof (including the Fund). It also provides for
indemnification and reimbursement of expenses out of the property of the
applicable series for any shareholder held personally liable for its
obligations. The Declaration of Trust also states that upon request, a series
shall assume the defense of any claim made against a shareholder for any act or
obligation of the series and shall satisfy any judgment on that claim.
Massachusetts law permits a shareholder of a business trust (such as the Trust)
to be held personally liable as a "partner" in certain circumstances. However,
even if those circumstances applied, the risk that a shareholder of the Trust
would incur financial loss from being held liable as a "partner" of the Fund is
limited to the relatively remote circumstances in which the Fund would be unable
to meet its obligations.
The contractual arrangements of the Trust or any series thereof state that
any person doing business with the Trust or such series (and each shareholder of
any series of the Trust, including the Fund) agrees under the Declaration of
Trust to look solely to the assets of the Trust for satisfaction of any claim or
demand that may arise out of any dealings with the Trust or any series. In
addition, to the extent permitted by law, the Trustees shall have no personal
liability to any such person.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Purchase and Redemption of Shares. The Fund offers its shares directly to
the public without any sales charge, as described in the Prospectus. The shares
also may be purchased through broker-dealers and "fund supermarkets," which may
charge a fee for this service. The Fund may from time to time issue its shares
in exchange for securities held in the portfolio of another investment company,
trust, or securities owner. Such a transaction would generally involve the
issuance of Fund shares at net asset value, based upon the value of the
securities acquired. The minimum initial investment for Investor Shares is
$1,000; the minimum investment for subsequent purchases is $50. For
Institutional Shares, the minimum initial investment is $250,000; there is no
minimum for subsequent investments. For investors purchasing Institutional
Shares through registered investment advisers, institutions such as trusts or
foundations, or other qualified investors purchasing through an omnibus account,
shareholder purchases may be aggregated to meet the minimum. The minimum for
Institutional Shares does not apply to accounts of the Adviser, its affiliates
and related persons, or any of their employees.
If the value of your Institutional Share account is below $150,000
following any redemption or transfer by you, you will have a 30-day period in
which to invest an amount sufficient to restore the account value to at least
$250,000. If not, the entire account will thereupon be converted to Investor
Shares. You should consult your tax adviser as to the consequences of such a
conversion in your case. If following a transfer of Institutional Shares, the
recipient's account value is less than $150,000, the recipient's account will be
converted to Investor Shares.
A broker-dealer or other intermediary may be a designated agent of the
Fund. If so, orders that it accepts for the purchase of shares at any time until
the daily computation of the Fund's net asset value per share would receive that
price. The agent will segregate orders received on a business day after the
daily computation time and transmit those to the Fund separately for execution
at the net asset value next computed after that business day. A purchase made
through an intermediary that is not a designated agent of the Fund is made at
the net asset value next determined after the order is actually received by the
Fund.
Share redemptions may be made directly from the Fund or through an
intermediary, which may charge a fee for the service. Shares may be redeemed at
any time at net asset value, subject to a redemption fee upon redemption of
shares held less than six months, at the rate of 0.60% of the redemption
proceeds for Investor Shares and 0.50% for Institutional Shares, as described in
more detail in the Prospectus under Shareholder Information - Pricing of Fund
Shares. The Fund may redeem shares in any account valued at less than $500 after
any redemption by the shareholder to minimize the disproportionately high
administrative costs associated with small account balances. The Fund has the
right to suspend redemptions when the New York Stock Exchange is closed (other
than on weekends or holidays) or trading on the New York Stock Exchange is
restricted during any period permitted by order of the Securities and Exchange
Commission for the protection of investors.
The Fund is permitted to deliver assets in kind (in whole or in part) in
lieu of cash for large redemptions pursuant to Rule 18f-1 under the Investment
Company Act of 1940. The Trustees are obligated to redeem shares solely in cash
up to the lesser of $250,000 or 1% of the liquidating value of the Fund during
any 90-day period for any one shareholder, but may make redemptions in kind
above that limitation. Shareholders receiving redemptions in kind may incur
brokerage costs in converting securities received in cash.
Offering Price. The offering price of the Fund's shares is the net asset
value per share. Net asset value of the Fund is determined by the Fund's
custodian as described in the Prospectus. Equity securities traded on a national
securities exchange or Nasdaq are valued at the last sale price on the national
securities exchange on which such securities are primarily traded or Nasdaq, as
the case may be. Securities for which there were no transactions on a given day
or securities not listed on an exchange or Nasdaq are valued at the most recent
bid prices. Other exchange-traded securities (generally foreign securities) will
generally be valued based on market quotations. Securities quoted in foreign
currency, if any, are valued in U.S. dollars at the foreign currency exchange
rate prevailing at the time the net asset value per share is determined.
Short-term obligations, maturing in 60 days or less, are valued at
amortized cost, which approximates value. Other debt securities are valued by a
pricing service that utilized electronic date processing techniques to determine
values for normal institutional-sized trading units of debt securities without
regard to sale or bid prices when such techniques are believed to more
accurately reflect the fair market value for such securities. Otherwise, sale or
bid prices are used. Any securities or other assets for which market quotations
are not readily available are valued at fair value as determined in good faith
by the Trustees.
TAXATION OF THE FUND
The Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code for 1999 and thereafter. This special tax status means
that the Trust will not be liable for federal tax on income and capital gains
distributed to shareholders. In order to preserve its tax status, the Trust must
comply with certain requirements. If the Trust fails to meet these requirements
in any taxable year, it will be subject to tax on its taxable income at
corporate rates, and all distributions from earnings and profits, including any
distributions of net tax-exempt income and net long-term capital gains, will be
taxable to shareholders as ordinary income. In addition, the Trust could be
required to recognize unrealized gains, pay substantial taxes and interest, and
make substantial distributions before regaining its tax status as a regulated
investment company.
CALCULATION OF PERFORMANCE DATA
Presentation of Data. The Fund may from time to time present its
investment performance in advertisements, shareholder reports or other
communications. In those communications, the Fund may compare its performance to
(a) indexes of groups of unmanaged stocks, such as the Russell 2000 Index, (b)
indexes of mutual funds prepared by independent organizations such as Lipper
Analytical Services, Inc. and Morningstar, and (c) the Consumer Price Index
demonstrating changes in the average cost of living. The investment performance
of the Fund or such indexes may be calculated, ranked, rated or otherwise
described by independent publications or a analysts such as Barron's, Business
Week, Forbes, Fortune, Investor's Business Daily, Lipper Analytical Services,
Inc., Money Magazine, Morningstar, Mutual Fund Forecaster, No Load Fund X, The
Value Line Mutual Fund Survey, The Wall Street Journal, and Wiesenberger
Investment Companies Service, and such information may also be presented. The
performance of each class of shares will be shown separately because the
performance of each class of shares will usually vary as a result of the
different kinds and amounts of expenses each class bears.
Average Annual Total Return. The "average annual total return" of each
class is an average annual compounded rate of return for each year in a
specified number of years. It is computed as follows. A hypothetical investment
of $1,000 ("Invested Amount") is assumed to have been made in each class of
shares at the beginning of the investment period, resulting in the purchase of a
certain number of shares of that class at the effective net asset value. All
income dividend and capital gain distributions made by the Fund over such period
are assumed to have been reinvested in additional shares of that class at the
then effective net asset value, thereby increasing share holdings. At the end of
the investment period, the number of shares of that class then assumed held is
multiplied by the ending net asset value of that class, resulting in the amount
which the assumed investment would have been worth on redemption at that time
("Redeemed Amount"). The Redeemed Amount is then compared to the Invested
Amount, and the average annual compounded rate of return for that class is
derived for the period by application of a standard compound interest rate
calculation. The average annual total return figures are computed by finding the
average annual compounded rates of return over the 1, 5 and 10 year periods that
would equate the initial amount invested in each class to the ending redeemable
value, according to the formula P(1 + T)n = ERV, where:
P = a hypothetical initial payment of $1,000,
T = average annual total return,
n = number of years, and
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year
periods (or fractional portion thereof).
<PAGE>
FINANCIAL STATEMENTS
CENTURY SMALL CAP SELECT FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 9, 1999
Assets:
Cash $ 100,100
Liabilities --
---------
Net assets for 10,010 institutional shares of beneficial
interest outstanding $ 100,100
=========
Net Asset Value, Redemption Price and Offering Price Per Share $ 10.00
=========
BUSINESS AND ORGANIZATION
Century Small Cap Select Fund (the "Fund") was organized as a series of Century
Capital Management Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts. The Fund has been inactive except for matters
relating to its organization and registration as an investment company under the
Investment Company Act of 1940 and the sale of 10,010 shares of beneficial
interest to Century Capital Management, Inc., the Fund's investment adviser.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees of Century Capital Management Trust and the Shareholder of
Century Small Cap Select Fund:
We have audited the accompanying statement of assets and liabilities of Century
Small Cap Select Fund (a series of Century Capital Management Trust) as of
December 9, 1999. This financial statement is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.
In our opinion, such financial statement presents fairly, in all material
respects, the financial position of Century Small Cap Select Fund at December 9,
1999 in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December 10, 1999
<PAGE>
CENTURY SMALL CAP SELECT FUND
FUND N-1A
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) Agreement and Declaration of Trust dated August 27, 1999. Filed as
Exhibit 23(a) to the Fund's initial registration statement filed
August 27, 1999 and incorporated herein by reference.
(b) By-Laws dated August 27, 1999. Filed as Exhibit 23(b) to the Fund's
initial registration statement filed August 27, 1999 and incorporated
herein by reference.
(c) Not applicable.
(d) Investment Advisory and Management Services Agreement dated December
13, 1999 between the Fund and Century Capital Management, Inc. Filed
herewith.
(e) Not applicable.
(f) Not applicable.
(g) Custodian Contract dated December 9, 1999 between the Fund and State
Street Bank and Trust Company. Filed herewith.
(h) (i) Transfer Agency and Service Agreement dated December 9, 1999
between the Fund and State Street Bank and Trust Company.
File herewith.
(ii) Fee Waiver and Expense Limitation Letter from Century Capital
Management, Inc. to the Fund. Filed herewith.
(i) Opinion of counsel as to legality of shares being registered and
consent to the use thereof. Filed herewith.
(j) Consent of certified public accountants. Filed herewith.
(k) Not applicable.
(l) Investment Letter from Century Capital Management, Inc. to the Fund.
Filed herewith.
(m) Distribution and service plan dated December 13, 1999 adopted pursuant
to Rule 12b-1. Filed herewith.
(n) (i) Financial Data Schedule for Investor Class shares. Not applicable.
(ii) Financial Data Schedule for Institutional Class shares.
Not applicable.
(o) Multiple class plan dated December 13, 1999 adopted pursuant to Rule
18f-3. Filed herewith.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
There are no subsidiaries of, or other persons controlled by, the Fund. The
following persons may be deemed to be under common control with the Fund as a
result of direct or indirect control by shareholders of Century Capital
Management, Inc. (CCM). CCM is the investment adviser to the Fund.
State of
Person Organization Basis of Control
- ------ ------------ ----------------
Century Capital Management, Inc. MA Ownership of more than 25% of
voting stock by Allan W.
Fulkerson, a Trustee of the
Fund.
Century Shares Trust MA Century Capital Management,
Inc. is the investment
adviser of Century Shares
Trust.
CCM Ventures, L.P. DE Century Capital Management,
Inc. is the general partner
of CCM Ventures, L.P.
CCP Capital, Inc. MA Ownership of more than 25% of
voting stock by each of
Messrs. Fulkerson and William
W. Dyer, Jr., a Trustee of
the Fund.
CCP Capital II, LLC DE Ownership of more than 25% of
managing member interests by Mr.
Fulkerson and affiliates.
Massachusetts Fiduciary MA Ownership of more than 25% of
Advisors, Inc. voting stock by Mr. Fulkerson.
MFA-MASTERS Limited Partnership MA Massachusetts Fiduciary
Advisors, Inc. is the general
partner of MFA-MASTERS
Limited Partnership.
ISF Limited Partnership MD Century Capital Management,
Inc. is the general partner
of ISF Limited Partnership.
Century Capital Partners, L.P. DE CCP Capital, Inc. is the
general partner of, and
Century Capital Management,
Inc. is the investment
adviser to, Century Capital
Partners, L.P.
Century Capital Partners II, L.P. DE CCP Capital II, LLC is the
general partner of, and
Century Capital Management,
Inc. is the investment
adviser to, Century Capital
Partners II, L.P.
Century Merchant Bankers LLC MD Century Capital Management,
Inc. and Mr. Fulkerson are
the sole members.
ITEM 25. INDEMNIFICATION.
Reference is made to the provisions of Article VII of registrant's Agreement and
Declaration of Trust filed as Exhibit 23(a) to this registration statement, and
incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of the Trust
pursuant to the foregoing provisions, or otherwise, the Trust has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding), is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Trust will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Century Capital Management, Inc. (the "Adviser") is the investment adviser to
two investment limited partnerships.
The directors and officers of the Adviser have been associated during the last
two fiscal years with the entities and in the capacities listed opposite each
such director's or officer's name in the following table.
<TABLE>
<CAPTION>
Name\ Other
Current Position(s) with Adviser Associated Company Address Position
- -------------------------------- ------------------ ------- --------
<S> <C> <C> <C>
Allan W. Fulkerson Century Capital Management, One Liberty Square President, Director
President, Director Inc. Boston, MA
Massachusetts Fiduciary One Liberty Square President, Director
Advisors, Inc. Boston, MA
Century Shares Trust One Liberty Square Chairman, Trustee
Boston, MA
Century Merchant Bankers LLC 300 East Lombard Street Director
Suite 610A
Baltimore, MD
CCP Capital, Inc. One Liberty Square President, Director
Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Lumber Mutual Insurance One Speen Street Director & Chairman of
Company Framingham, MA Executive Committee
North American Lumber One Speen Street Director & Chairman of
Insurance Company Framingham, MA Executive Committee
Seaco Insurance Co. One Speen Street Director & Chairman of
Framingham, MA Executive Committee
Mutual Risk Management Ltd. 69 Front Street Director
Hamilton, Bermuda
Terra Nova (Bermuda) 7 Victoria Street Director
Holdings, Inc. Hamilton, Bermuda
Risk Capital Holdings, Inc. 20 Horseneck Lane Director
Greenwich, CT
Wellington Underwriting plc 2 Minster Court Director
Mincing Lane, London
Cairnstone, Inc. 5201 Blue Lagoon Drive Director
Miami, FL
HCC Insurance Holdings, Inc. 13403 N.W. Freeway Director
Houston, TX
The Galtney Group, Inc. 820 Gessner Director
Houston, TX
International Financial 800 Fifth Avenue Director
Group, Inc. New York, NY
Lua Seguros La Portena SA Bartolome Mitre 363 Director
Buenos Aires
Argentina
Frank R. Bazos Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Director
Boston, MA
ABN AMRO 280 South LaSalle Street Vice President
Chicago, IL
TA Associates 125 High Street Vice President
Boston, MA
AdminiQuest, Inc. 111 S. Tejon Street Director
Colorado Springs, CO
Ivan E. Brown Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
Business Backers Management 4225 Executive Square Director
Corp. La Jolla, CA
Patrick J. Carolan Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
Wilshire Associates, Inc. 1299 Ocean Avenue Vice President
Suite 700
Santa Monica, CA
Fidelity Investments 82 Devonshire St. Vice President
Boston, MA
John R. Casey Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
Dowling & Partners Securities 36 Trumbull Street Partner, Senior Analyst
LLC Hartford, CT
Richard F. Cook, Jr. Century Capital Management, One Liberty Square Managing Director, Treasurer
Managing Director, Treasurer and Inc. Boston, MA and Clerk, Director
Clerk, Director
Massachusetts Fiduciary One Liberty Square Senior V.P., Treasurer and
Advisors, Inc. Boston, MA Clerk
Century Shares Trust One Liberty Square Secretary
Boston, MA
Century Merchant Bankers LLC 300 East Lombard Street Director
Suite 610A
Baltimore, MD
CCP Capital, Inc. One Liberty Square Vice President, Treasurer
Boston, MA Director
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
The Patriot Group, Inc. 5709 Linglestown Road Director
Harrisburg, PA
Specialty Insurance Service The City Drive South Director
Orange, CA
Great Northwest Holding Co., 2229 W. State Street Director
Inc. Boise, ID
DP Mann Holdings Limited 6 London Street Director
London, England
Ineas, B.V. Entrada 123 Director
Amsterdam
The Netherlands
William W. Dyer, Jr. Century Capital Management, One Liberty Square Managing Director (through
Director Inc. Boston, MA June 30, 1999), Director
Century Shares Trust One Liberty Square Trustee
Boston, MA
Century Merchant Bankers LLC 300 East Lombard Street Director
Suite 610A
Baltimore, MD
CCP Capital, Inc. One Liberty Square Vice President, Director
Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
The Patriot Group, Inc. 5709 Linglestown Road Director
Harrisburg, PA
Sen-Tech International 111 John Street Director
Holdings, Inc. New York, NY
Seneca Insurance Company, Inc. 111 John Street Director
New York, NY
PFG, Inc. 980 Harvest Drive Director
Blue Bell, PA
CORE Insurance Holdings, Inc. 1010 Washington Blvd. Director
Stamford, CT
American Direct Business 5 Waterside Crossing Director
Insurance Agency, Inc. Windsor, CT
Craig Eisenacher Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
General Reinsurance Financial Centre Vice President
Corporation. Stamford, CT
Richard J. Freeman Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
CCP Capital, Inc. One Liberty Square Vice President
Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
EQE International, Inc. 44 Montgomery Street Director
San Francisco, CA
Vista Information Solutions, 5060 Shoreham Place Director
Inc. San Diego, CA
InsWeb Corporation 1875 S. Grant Street Director
San Mateo, CA
RewardsPlus of America Corp. 100 S. Charles Street Director
Baltimore, MD
Davis R. Fulkerson Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Massachusetts Fiduciary One Liberty Square Vice President
Advisors, Inc. Boston, MA
Automation Solutions, Inc. 1890 W. 4000 So. Director
Roy, Utah
CEM Associates, Inc. 1805 Highpoint Drive Director
Naperville, IL
RewardsPlus of America, Inc. 100 S. Charles Street Director
Baltimore, MD
Mark A. McLennan Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
Market Knowledge, Inc. 1120 South Capital Director
Austin, TX
BankBoston, N.A. 100 Federal Street Executive Vice President
Boston, MA
James B. Stradtner Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
Century Merchant Bankers LLC 300 East Lombard Street President
Suite 610A
Baltimore, MD
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Kentucky Home Mutual Louisville, KY Director
Insurance Co.
Montgomery Mutual Insurance Sandy Spring, MD Director
Co.
Legal Mutual Insurance Co. Baltimore, MD Director
Great Northwest Holding 2229 W. State Street Director
Company, Inc. Boise, ID
Mastercare Cranford, NJ Director
National Healthcare 100 Woodbury Road Director
Resources, Inc. Woodbury, NY
American Direct Insurance 5 Waterside Crossing Director
Agency, Inc. Windsor, CT
CEM Associates, Inc. 1805 Highpoint Drive Director
Naperville, IL
Alexander L. Thorndike Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
William Blair and Company LLC 222 West Adams Street Analyst
Chicago, IL
</TABLE>
ITEM 27. PRINCIPAL UNDERWRITERS
Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by Fund
by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder are in the possession and custody of the Fund, One Liberty Square,
Boston, Massachusetts, 02109 and/or its custodian and co-principal transfer
agent and dividend paying agent (with respect to Institutional Shares), State
Street Bank and Trust Company, One Heritage Drive, North Quincy, Massachusetts,
02171, and/or its co-principal transfer agent and dividend paying agent (with
respect to Investor Shares), Boston Financial Data Services, 66 Brooks Drive,
Braintree, Massachusetts, 02184. State Street Bank and Trust Company (with
respect to Institutional Shares) and Boston Financial Data Services (with
respect to Investor Shares), as the Fund's co-transfer agents, maintain
shareholder records. The Fund also maintains portfolio trading documents and
certain corporate documents. The custodian maintains the general ledger,
supporting accounting data and all other accounts, books and documents.
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
NOTICE
A copy of the Agreement and Declaration of Trust of Century Capital Management
Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Registrant by an officer and the trustees of the Registrant as an
officer and Trustees, and not individually, and the obligations of or arising
out of this instrument are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Century Small Cap Select Fund series of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, Registrant has duly caused this Pre-Effective Amendment No. 2 to its
Registration Statement (Commission file nos. 333-86067 and 811-09561) to be
signed on its behalf by the undersigned, duly authorized, in the City of Boston,
and Commonwealth of Massachusetts on the 13th day of December, 1999.
CENTURY CAPITAL MANAGEMENT TRUST
By: /s/ Allan W. Fulkerson
---------------------------
Allan W. Fulkerson,
Chairman of the Trustees
Pursuant to the requirements of the Securities Act, this Pre-Effective Amendment
No. 2 to Registration Statement (Commission file nos. 333-86067 and 811-09561)
has been signed below by the following persons in the capacities and on the date
indicated:
Signature Title Date
- --------- ----- ----
/s/ William O. Bailey Trustee December 13, 1999
- ------------------------------
William O. Bailey
/s/ John E. Beard Trustee December 13, 1999
- ------------------------------
John E. Beard
/s/ John R. Casey Trustee December 13, 1999
- ------------------------------
John R. Casey
/s/ William W. Dyer, Jr. Trustee December 13, 1999
- ------------------------------
William W. Dyer, Jr.
/s/ Allan W. Fulkerson Trustee December 13, 1999
- ------------------------------
Allan W. Fulkerson
/s/ Ernest E. Monrad Trustee December 13, 1999
- ------------------------------
Ernest E. Monrad
/s/ Michael J. Poulos Trustee December 13, 1999
- ------------------------------
Michael J. Poulos
/s/ Jerry S. Rosenbloom Trustee December 13, 1999
- ------------------------------
Jerry S. Rosenbloom
/s/ Alexander L. Thorndike Trustee December 13, 1999
- ------------------------------
Alexander L. Thorndike
<PAGE>
CENTURY SMALL CAP SELECT FUND
EXHIBIT INDEX
Exhibit No. Description
23(d) Investment Advisory and Management Services Agreement dated
December 13, 1999 between the Fund and Century Capital
Management, Inc.
23(g) Custodian Contract dated December 9, 1999 between the Fund and State
Street Bank and Trust Company.
23(h) (i) Transfer Agency and Service Agreement dated December 9, 1999
between the Fund and State Street Bank and Trust Company.
(ii) Fee Waiver and Expense Limitation Letter from Century Capital
Management, Inc. to the Fund.
23(i) Opinion of counsel as to legality of shares being registered and
consent to the use thereof.
23(j) Consent of certified public accountants.
23(l) Investment Letter from Century Capital Management, Inc. to the Fund.
23(m) Distribution and service plan dated December 13, 1999 adopted
pursuant to Rule 12b-1.
23(o) Multiple class plan dated December 13, 1999 adopted pursuant to
Rule 18f-3.
<PAGE>
Exhibit 23(d)
INVESTMENT ADVISORY AND MANAGEMENT SERVICES AGREEMENT
AGREEMENT made as of December 13, 1999 by and between Century
Capital Management Trust, a Massachusetts trust that may issue one or more
series of shares of beneficial interest (the "Trust"), on behalf of Century
Small Cap Select Fund, a series of the Trust (the "Fund"), and Century Capital
Management, Inc., a Massachusetts corporation (the "Adviser").
RECITALS
WHEREAS, the Trustees of the Trust (the "Trustees") desire to employ
an investment adviser and management services provider for the Fund, and the
Adviser desires to be so employed;
NOW THEREFORE, the parties hereto intending to be legally bound
hereby agree as follows:
1. Services Undertaken By Adviser.
(a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser to the Fund and shall, subject to the supervision of the
Trustees, invest and reinvest the Fund's property and otherwise direct the
investments of the Fund in accordance with the investment objectives, policies
and limitations as provided in the Fund's Prospectus or other governing
instruments, as amended from time to time, the Investment Company Act of 1940
and rules thereunder, as amended from time to time (the "1940 Act"), and such
other limitations as the Fund may impose by notice in writing to the Adviser.
The Adviser shall furnish for the use of the Fund office space and all necessary
office facilities, equipment and personnel for servicing the investments of the
Fund; and the Adviser shall pay the salaries and fees of all officers (if any)
of the Fund who are simultaneously employees of the Adviser, of all Trustees who
are simultaneously employees of the Adviser and of all personnel of the Fund (if
any) or the Adviser performing services relating to research, statistical and
investment activities. The Adviser is authorized, in its discretion and without
prior consultation with the Fund to buy, sell, exchange, convert, lend and
otherwise trade in any stocks, bonds, convertible instruments, and other
securities, assets and investment instruments on behalf of the Fund, or to hold
assets uninvested in cash. The investment policies and all other actions of the
Fund are and shall at all times be subject to the control and direction of the
Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance of) the management and administrative services necessary for the
operation of the Trust. The Adviser shall, subject to the supervision of the
Trustees, perform various services for the Fund, including but not limited to:
(i) providing the Fund with office space, equipment and facilities (which may be
its own) for maintaining its organization; (ii) on behalf of the Fund,
supervising relations with, and monitoring the performance of, custodians,
depositories, pricing agents, transfer agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any capacity
deemed to be necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting shareholder
relations; (v) maintaining the Fund's existence and its records; and (vi) during
such times as shares are publicly offered, maintaining the registration and
qualification of the Fund's shares under federal and state securities laws.
(c) Other Services and Undertakings. The Adviser shall furnish such
reports, evaluations, information or analyses to the Fund as the Trustees may
request from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Trustees as to policies regarding the
Fund and shall carry out such policies as are adopted by the Trustees. The
Adviser shall, subject to review by the Trustees, furnish such other services as
the Adviser shall from time to time determine to be necessary or desirable.
(d) Brokerage. The Adviser shall place orders and negotiate the
commissions (if any) for the execution of transactions in securities with or
through such brokers, dealers, underwriters, agents, issuers or others as the
Adviser may select, which may (subject to applicable requirements of the 1940
Act) include brokers or dealers affiliated with the Adviser. The Adviser shall
use its best efforts to seek to execute Fund transactions at prices that are
advantageous to the Fund and at commission rates that are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Fund and/or the other accounts over
which the Adviser or its affiliates exercise investment discretion. The Adviser
is authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund that is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction or
the overall responsibilities that the Adviser and its affiliates have with
respect to accounts over which they exercise investment discretion. The Trustees
may periodically review the commissions paid by the Fund to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits to the Fund.
2. Interested Persons; Status. It is understood that Trustees,
officers, employees and shareholders of the Fund are or may become interested in
the Adviser as directors, officers, employees, stockholders or otherwise, and
that directors, officers, employees and stockholders of the Adviser are or may
become similarly interested in the Trust, and that the Adviser may be or become
interested in the Trust as a shareholder or otherwise. In acting hereunder, the
Adviser shall be an independent contractor. The Adviser shall not be an agent of
the Trust.
3. Compensation.
(a) For the services to be performed hereunder, the Adviser shall
receive an investment advisory fee (the "Investment Advisory Fee") at an annual
rate of 0.95% of the net asset value of the Fund. The Investment Advisory Fee
shall be paid to the Adviser in arrears as soon as practicable following the
last business day of each calendar month. The initial fee payment under this
Agreement shall be made as soon as practicable following the last business day
of the calendar month in which falls the effective date of this Agreement and
shall be prorated as set forth below.
(b) The fee to the Adviser shall be prorated for the portion of any
calendar month in which this Agreement is in effect that is not a complete month
according to the proportion that the number of calendar days in the month during
which the Agreement is in effect bears to the number of calendar days in the
month. The final payment hereunder shall be payable within ten (10) days after
the date of termination. The Adviser in its sole discretion shall retain the
right at any time to forego and waive any monthly fee or part thereof.
4. Fund Expenses.
(a) General Expenses. It is understood that the Fund will pay all
its expenses other than those expressly stated to be payable by the Adviser
under Section 1 above, which expenses payable by the Fund shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other costs
in connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Trustees other than those who are
employees of the Adviser; (iv) legal and audit expenses; (v) custodian,
accounting services and registrar fees and expenses; (vi) fees, expenses and
costs related to transfer agent and shareholder services functions, whether
performed by the Fund, the Adviser, related persons or independent parties;
(vii) fees and expenses related to the registration and qualification of the
Trust and the Fund's shares for distribution under state and federal securities
laws; (viii) expenses of printing and mailing reports and notices and proxy
material (if any) to shareholders of the Fund; (ix) all other expenses
incidental to holding meetings of, or soliciting consents from, the Fund's
shareholders (if and whenever required), including proxy solicitations therefor;
(x) all expenses of bond, liability, fidelity and other insurance coverage
required by law or deemed advisable by the Trustees; (xi) any fees, dues, or
expenses related to the Fund's membership in any industry association or other
investment organization; (xii) expenses of preparing, printing and mailing
Prospectuses and Statements of Additional Information and supplements thereto;
(xiii) expenses incurred pursuant to the Fund's Distribution and Service Plan;
and (xiv) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Fund is a party and
the legal obligation which the Fund may have to indemnify the Fund's officers
and the Trustees with respect thereto. The Fund shall reimburse the Adviser, on
demand, for any of such expenses that are borne by it, the amount of which shall
not constitute any part of, and shall be paid in addition to, the Investment
Advisory Fee.
(b) Transfer Agent and Shareholder Services Functions. Personnel of
the Adviser may assist the Fund in performing transfer agent and shareholder
services functions with respect to shares of the Fund. In this event, such
personnel would remain employees of the Adviser, and the Fund would reimburse
the Adviser, on demand, for an amount of salary, payroll tax and personnel
benefit payments made by the Adviser proportionate to the level of transfer
agent and shareholder services functions performed by such personnel. The amount
of such reimbursement shall not constitute any part of, and shall be paid in
addition to, the Investment Advisory Fee.
(c) Financial, Accounting, Administrative and Clerical Services.
Personnel of the Adviser may assist the Fund in performing financial,
accounting, administrative and clerical services. In this event, such personnel
would remain employees of the Adviser, and the Fund would reimburse the Adviser,
on demand, for an amount of salary, payroll tax and personnel benefit payments
made by the Adviser proportionate to the level of such services performed by
such personnel. The amount of such reimbursement shall not constitute any part
of, and shall be paid in addition to, the Investment Advisory Fee.
5. Non-Exclusivity. The services of the Adviser to the Fund are not to
be deemed exclusive, the Adviser being free to render services to others and
engage in other activities; provided, however, that such other services and
activities do not interfere, in a material manner, with the Adviser's ability to
meet all of its obligations hereunder.
6. Permitted Uses. The Trust acknowledges that the word "Century" as
used in the name of the Trust and the Fund is a property right the use of which
is licensed to the Adviser by a third party. The Adviser hereby grants to the
Trust and the Fund the right to use the word "Century" in their corporate names.
The Trust agrees that, at the written request of the Adviser, the Trust will
take or cause to be taken all action necessary to change its and the Fund's
respective corporate names to eliminate the word "Century".
7. Term.
(a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 7, this Agreement shall continue in force through the date that
is two years after the date of this Agreement and indefinitely thereafter, but
only so long as the continuance after such date shall be specifically approved
at least annually by vote of the Trustees or by vote of a majority of the
outstanding voting securities of the Fund.
(b) This Agreement may be modified by mutual consent, subject to the
provisions of Section 15 of the 1940 Act, as modified by or interpreted by any
applicable order or orders of the Securities and Exchange Commission (the
"Commission"), or any rules or regulations adopted by, or interpretative
releases of, the Commission.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees who are not
parties to the Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
(d) Either party hereto may at any time on sixty (60) days' prior
written notice to the other, terminate this Agreement without payment of any
penalty by action of the Trustees or vote of a majority of the outstanding
voting securities of the Fund (in the case of the Fund) or by action of the
Board of Directors of the Adviser (in the case of the Adviser). This Agreement
shall terminate automatically in the event of its assignment.
8. Limitation of Liability of Trustees and Shareholders. A copy of the
Trust's Agreement and Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees or shareholders individually but are binding only upon the
assets and property of the Fund. The Adviser shall not seek satisfaction of any
such obligation from the shareholders or any shareholder of the Fund, from any
other series of the Trust or from the Trustees or any individual Trustee. The
Adviser understands that the rights and obligations of any series under the
Agreement and Declaration of Trust or other organizational document are separate
and distinct from those of any and all other series.
9. Limitation of Liability of Adviser. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties hereunder on the part of the Adviser, the Adviser shall
not be subject to liability to the Fund or to any shareholder of the Fund or to
any other person for any act or omission or any mistake in judgment in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security or other
investment instrument.
10. Definitions. The terms "vote of a majority of the outstanding voting
securities," "assignment," and "interested persons," when used herein, shall
have the respective meanings specified in the 1940 Act and rules thereunder, as
now in effect or as hereafter amended, and subject to such orders as may be
granted by the Commission.
11. Miscellaneous.
(a) This Agreement represents the entire understanding and agreement
between the parties and shall not be modified or amended except by an instrument
in writing signed by the parties.
(b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date written
above.
CENTURY CAPITAL MANAGEMENT TRUST
By: /s/ Allan W. Fulkerson
-----------------------------------
Allan W. Fulkerson
Chairman of the Trustees
CENTURY CAPITAL MANAGEMENT, INC.
By: /s/ Richard F. Cook, Jr.
-----------------------------------
Richard F. Cook, Jr.
Managing Director
<PAGE>
Exhibit 23(g)
CUSTODIAN AGREEMENT
This Agreement between CENTURY CAPITAL MANAGEMENT TRUST a business
trust organized and existing under the laws of Massachusetts (the "FUND"), and
STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the
"CUSTODIAN"),
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends that this Agreement be applicable to one
series, CENTURY SMALL CAP SELECT FUND (such series together with all other
series subsequently established by the Fund and made subject to this Agreement
in accordance with Section 18, being referred to herein as the "PORTFOLIO(S)");
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of the assets of
the Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolio desires to be held in places within the United States
("DOMESTIC SECURITIES") and securities it desires to be held outside the United
States ("FOREIGN SECURITIES"). The Fund on behalf of the Portfolio(s) agrees to
deliver to the Custodian all securities and cash of the Portfolios, and all
payments of income, payments of principal or capital distributions received by
it with respect to all securities owned by the Portfolio(s) from time to time,
and the cash consideration received by it for such new or treasury shares of
beneficial interest of the Fund representing interests in the Portfolios
("SHARES") as may be issued or sold from time to time. The Custodian shall not
be responsible for any property of a Portfolio held or received by the Portfolio
and not delivered to the Custodian.
Upon receipt of "PROPER INSTRUCTIONS" (as such term is defined in
Section 6 hereof), the Custodian shall on behalf of the applicable Portfolio(s)
from time to time employ one or more sub-custodians located in the United
States, but only in accordance with an applicable vote by the Board of Trustees
of the Fund (the "BOARD") on behalf of the applicable Portfolio(s), and provided
that the Custodian shall have no more or less responsibility or liability to the
Fund on account of any actions or omissions of any sub-custodian so employed
than any such sub-custodian has to the Custodian. The Custodian may employ as
sub-custodian for the Fund's foreign securities on behalf of the applicable
Portfolio(s) the foreign banking institutions and foreign securities
depositories designated in Schedules A and B hereto but only in accordance
with the applicable provisions of Sections 3 and 4.
SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND
HELD BY THE CUSTODIAN IN THE UNITED STATES
SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically
segregate for the account of each Portfolio all non-cash property, to be held by
it in the United States including all domestic securities owned by such
Portfolio, other than (a) securities which are maintained pursuant to Section
2.8 in a clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the Treasury (each, a
"U.S. SECURITIES SYSTEM") and (b) commercial paper of an issuer for which State
Street Bank and Trust Company acts as issuing and paying agent ("DIRECT PAPER")
which is deposited and/or maintained in the Direct Paper System of the Custodian
(the "DIRECT PAPER SYSTEM") pursuant to Section 2.9.
SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by the Custodian or in a
U.S. Securities System account of the Custodian or in the Custodian's Direct
Paper book entry system account ("DIRECT PAPER SYSTEM ACCOUNT") only upon
receipt of Proper Instructions on behalf of the applicable Portfolio, which may
be continuing instructions when deemed appropriate by the parties, and only in
the following cases:
1) Upon sale of such securities for the account of the Portfolio
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
3) In the case of a sale effected through a U.S. Securities
System, in accordance with the provisions of Section 2.8
hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.7 or into the name
or nominee name of any sub-custodian appointed pursuant to
Section 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall
have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for
such securities except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Portfolio, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and the Fund on behalf of the Portfolio, which may be in the
form of cash or obligations issued by the United States
government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the
Custodian will not be held liable or responsible for the
delivery of securities owned by the Portfolio prior to the
receipt of such collateral;
11) For delivery as security in connection with any borrowing by
the Fund on behalf of the Portfolio requiring a pledge of
assets by the Fund on behalf of the Portfolio, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "EXCHANGE ACT") and a member of The
National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Portfolio of the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian, and a futures commission merchant registered under
the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission ("CFTC")
and/or any contract market, or any similar organization or
organizations, regarding account deposits in connection with
transactions by the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent for the
Fund (the "TRANSFER AGENT") for delivery to such Transfer
Agent or to the holders of Shares in connection with
distributions in kind, as may be described from time to time
in the currently effective prospectus and statement of
additional information of the Fund related to the Portfolio
(the "PROSPECTUS"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper purpose, but only upon receipt of Proper
Instructions from the Fund on behalf of the applicable
Portfolio specifying the securities of the Portfolio to be
delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper trust
purpose, and naming the person or persons to whom delivery of
such securities shall be made.
SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the
Custodian (other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the Portfolio
or of any nominee of the Custodian which nominee shall be assigned exclusively
to the Portfolio, unless the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered investment companies having
the same investment adviser as the Portfolio, or in the name or nominee name of
any agent appointed pursuant to Section 2.7 or in the name or nominee name of
any sub-custodian appointed pursuant to Section 1. All securities accepted by
the Custodian on behalf of the Portfolio under the terms of this Agreement shall
be in "street name" or other good delivery form. If, however, the Fund directs
the Custodian to maintain securities in "street name", the Custodian shall
utilize its best efforts only to timely collect income due the Fund on such
securities and to notify the Fund on a best efforts basis only of relevant
corporate actions including, without limitation, pendency of calls, maturities,
tender or exchange offers.
SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a
separate bank account or accounts in the United States in the name of each
Portfolio of the Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of the Portfolio, other than cash maintained by the Portfolio in a
bank account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended (the "1940 ACT"). Funds held by the
Custodian for a Portfolio may be deposited by it to its credit as Custodian in
the Banking Department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be qualified to act as a
custodian under the 1940 Act and that each such bank or trust company and the
funds to be deposited with each such bank or trust company shall on behalf of
each applicable Portfolio be approved by vote of a majority of the Board. Such
funds shall be deposited by the Custodian in its capacity as Custodian and shall
be withdrawable by the Custodian only in that capacity.
SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section
2.3, the Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which each
Portfolio shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and other
payments with respect to bearer domestic securities if, on the date of payment
by the issuer, such securities are held by the Custodian or its agent thereof
and shall credit such income, as collected, to such Portfolio's custodian
account. Without limiting the generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other income items requiring
presentation as and when they become due and shall collect interest when due on
securities held hereunder. Income due each Portfolio on securities loaned
pursuant to the provisions of Section 2.2 (10) shall be the responsibility of
the Fund. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or data as may
be necessary to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Portfolio is properly entitled.
SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions
on behalf of the applicable Portfolio, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay out monies of a
Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
the Portfolio but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or
any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the 1940 Act
to act as a custodian and has been designated by the Custodian
as its agent for this purpose) registered in the name of the
Portfolio or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a
U.S. Securities System, in accordance with the conditions set
forth in Section 2.8 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with the
conditions set forth in Section 2.9; (d) in the case of
repurchase agreements entered into between the Fund on behalf
of the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an
entry crediting the Custodian's account at the Federal Reserve
Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Portfolio of securities
owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from
the Portfolio or (e) for transfer to a time deposit account of
the Fund in any bank, whether domestic or foreign; such
transfer may be effected prior to receipt of a confirmation
from a broker and/or the applicable bank pursuant to Proper
Instructions from the Fund as defined herein;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of Shares issued as set forth
in Section 5 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in
whole or part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares declared pursuant
to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of Proper
Instructions from the Fund on behalf of the Portfolio
specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such
purpose to be a proper trust purpose, and naming the person or
persons to whom such payment is to be made.
SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or
times in its discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the 1940 Act to act as a
custodian, as its agent to carry out such of the provisions of this Section 2 as
the Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of its responsibilities
or liabilities hereunder.
SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S.
Securities System subject to the following provisions:
1) The Custodian may keep securities of the Portfolio in a U.S.
Securities System provided that such securities are
represented in an account of the Custodian in the U.S.
Securities System (the "U.S. Securities System Account") which
account shall not include any assets of the Custodian other
than assets held as a fiduciary, custodian or otherwise for
customers;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System
shall identify by book-entry those securities belonging to the
Portfolio;
3) The Custodian shall pay for securities purchased for the
account of the Portfolio upon (i) receipt of advice from the
U.S. Securities System that such securities have been
transferred to the U.S. Securities System Account, and (ii)
the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the
Portfolio. The Custodian shall transfer securities sold for
the account of the Portfolio upon (i) receipt of advice from
the U.S. Securities System that payment for such securities
has been transferred to the U.S. Securities System Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account
of the Portfolio. Copies of all advices from the U.S.
Securities System of transfers of securities for the account
of the Portfolio shall identify the Portfolio, be maintained
for the Portfolio by the Custodian and be provided to the Fund
at its request. Upon request, the Custodian shall furnish the
Fund on behalf of the Portfolio confirmation of each transfer
to or from the account of the Portfolio in the form of a
written advice or notice and shall furnish to the Fund on
behalf of the Portfolio copies of daily transaction sheets
reflecting each day's transactions in the U.S. Securities
System for the account of the Portfolio;
4) The Custodian shall provide the Fund with any report obtained
by the Custodian on the U.S. Securities System's accounting
system, internal accounting control and procedures for
safeguarding securities deposited in the U.S. Securities
System;
5) [Reserved.];
6) Anything to the contrary in this Agreement notwithstanding,
the Custodian shall be liable to the Fund for the benefit of
the Portfolio for any loss or damage to the Portfolio
resulting from use of the U.S. Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or
any of its agents or of any of its or their employees or from
failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the U.S.
Securities System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with
respect to any claim against the U.S. Securities System or any
other person which the Custodian may have as a consequence of
any such loss or damage if and to the extent that the
Portfolio has not been made whole for any such loss or damage.
SECTION 2.9 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM.
The Custodian may deposit and/or maintain securities owned by a Portfolio in the
Direct Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Fund on behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the
Direct Paper System only if such securities are represented in
the Direct Paper System Account, which account shall not
include any assets of the Custodian other than assets held as
a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System
shall identify by book-entry those securities belonging to the
Portfolio;
4) The Custodian shall pay for securities purchased for the
account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such payment and transfer
of securities to the account of the Portfolio. The Custodian
shall transfer securities sold for the account of the
Portfolio upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for
the account of the Portfolio;
5) The Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from the account
of the Portfolio, in the form of a written advice or notice,
of Direct Paper on the next business day following such
transfer and shall furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets reflecting each
day's transaction in the Direct Paper System for the account
of the Portfolio;
6) The Custodian shall provide the Fund on behalf of the
Portfolio with any report on its system of internal accounting
control as the Fund may reasonably request from time to time.
SECTION 2.10 SEGREGATED ACCOUNT. The Custodian shall upon receipt of
Proper Instructions on behalf of each applicable Portfolio establish and
maintain a segregated account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by the Custodian
pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange (or the CFTC or any registered
contract market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Portfolio,
(ii) for purposes of segregating cash or government securities in connection
with options purchased, sold or written by the Portfolio or commodity futures
contracts or options thereon purchased or sold by the Portfolio, (iii) for the
purposes of compliance by the Portfolio with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release of the SEC,
or interpretative opinion of the staff of the SEC, relating to the maintenance
of segregated accounts by registered investment companies and (iv) for other
proper trust purposes, but only, in the case of clause (iv), upon receipt of
Proper Instructions from the Fund on behalf of the applicable Portfolio, setting
forth the purpose or purposes of such segregated account and declaring such
purpose(s) to be a proper trust purpose.
SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian
shall execute ownership and other certificates and affidavits for all federal
and state tax purposes in connection with receipt of income or other payments
with respect to domestic securities of each Portfolio held by it and in
connection with transfers of securities.
SECTION 2.12 PROXIES. The Custodian shall, with respect to the domestic
securities held hereunder, cause to be promptly executed by the registered
holder of such securities, if the securities are registered otherwise than in
the name of the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Portfolio such proxies, all proxy soliciting materials
and all notices relating to such securities.
SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject
to the provisions of Section 2.3, the Custodian shall transmit promptly to the
Fund for each Portfolio all written information (including, without limitation,
pendency of calls and maturities of domestic securities and expirations of
rights in connection therewith and notices of exercise of call and put options
written by the Fund on behalf of the Portfolio and the maturity of futures
contracts purchased or sold by the Portfolio) received by the Custodian from
issuers of the securities being held for the Portfolio. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Portfolio all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer. If the Portfolio desires to take action with respect
to any tender offer, exchange offer or any other similar transaction, the
Portfolio shall notify the Custodian at least three business days prior to the
date on which the Custodian is to take such action.
SECTION 3. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER OF THE PORTFOLIOS
SECTION 3.1 DEFINITIONS. The following capitalized terms shall have
the indicated meanings:
"COUNTRY RISK" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment; economic and financial infrastructure
(including any Mandatory Securities Depositories operating in the country);
prevailing or developing custody and settlement practices; and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"ELIGIBLE FOREIGN CUSTODIAN" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5)
of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of
the 1940 Act, except that the term does not include Mandatory Securities
Depositories.
"FOREIGN ASSETS" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"FOREIGN CUSTODY MANAGER" has the meaning set forth in section (a)(2) of Rule
17f-5.
"MANDATORY SECURITIES DEPOSITORY" means a foreign securities depository or
clearing agency that, either as a legal or practical matter, must be used if the
Fund, on the Portfolios' behalf, determines to place Foreign Assets in a country
outside the United States (i) because required by law or regulation; (ii)
because securities cannot be withdrawn from such foreign securities depository
or clearing agency; or (iii) because maintaining or effecting trades in
securities outside the foreign securities depository or clearing agency is not
consistent with prevailing or developing custodial or market practices.
SECTION 3.2 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The
Fund, by resolution adopted by the Board, hereby delegates to the Custodian with
respect to the Portfolios, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section 3 with respect to Foreign Assets of
the Portfolios held outside the United States, and the Custodian hereby accepts
such delegation, as Foreign Custody Manager with respect to the Portfolios.
SECTION 3.3 COUNTRIES COVERED. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Agreement, which list of countries may be amended
from time to time by the Fund with the Agreement of the Foreign Custody Manager.
The Foreign Custody Manager shall list on Schedule A the Eligible Foreign
Custodians selected by the Foreign Custody Manager to maintain the assets of the
Portfolios, which list of Eligible Foreign Custodians may be amended from time
to time in the sole discretion of the Foreign Custody Manager. Mandatory
Securities Depositories are listed on Schedule B to this Contract, which
Schedule B may be amended from time to time by the Foreign Custody Manager. The
Foreign Custody Manager will provide amended versions of Schedules A and B in
accordance with Section 3.7 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions
to open an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by the Fund on behalf of the Portfolios of the
applicable account opening requirements for such country, the Foreign Custody
Manager shall be deemed to have been delegated by the Board on behalf of the
Portfolios responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Following the receipt of Proper
Instructions directing the Foreign Custody Manager to close the account of a
Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody
Manager in a designated country, the delegation by the Board on behalf of the
Portfolios to the Custodian as Foreign Custody Manager for that country shall be
deemed to have been withdrawn and the Custodian shall immediately cease to be
the Foreign Custody Manager of the Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period as to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian shall have
no further responsibility as Foreign Custody Manager to the Fund with respect to
the country as to which the Custodian's acceptance of delegation is withdrawn.
SECTION 3.4 SCOPE OF DELEGATED RESPONSIBILITIES.
3.4.1. Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section 3, the Portfolios' Foreign Custody Manager may place
and maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A, as
amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by that
Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(1).
3.4.2. Contracts With Eligible Foreign Custodians. The Foreign Custody
Manager shall determine that the contract (or the rules or established practices
or procedures in the case of an Eligible Foreign Custodian that is a foreign
securities depository or clearing agency) governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
3.4.3. Monitoring. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system to
monitor (i) the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian (or the rules or established practices and procedures in the
case of an Eligible Foreign Custodian selected by the Foreign Custody Manager
which is a foreign securities depository or clearing agency that is not a
Mandatory Securities Depository). In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign Custodian it
has selected are no longer appropriate, the Foreign Custody Manager shall notify
the Board in accordance with Section 3.7 hereunder.
SECTION 3.5 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For
purposes of this Section 3, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios. The Fund, on behalf of the Portfolios, and
the Board shall be deemed to be monitoring on a continuing basis such Country
Risk to the extent that the Board considers necessary or appropriate. The Fund
and the Custodian each expressly acknowledge that the Foreign Custody Manager
shall not be delegated any responsibilities under this Section 3 with respect to
Mandatory Securities Depositories.
SECTION 3.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF THE
PORTFOLIOS. In performing the responsibilities delegated to it, the Foreign
Custody Manager agrees to exercise reasonable care, prudence and diligence such
as a person having responsibility for the safekeeping of assets of management
investment companies registered under the 1940 Act would exercise.
SECTION 3.7 REPORTING REQUIREMENTS. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian
and the placement of such Foreign Assets with another Eligible Foreign Custodian
by providing to the Board amended Schedules A or B at the end of the calendar
quarter in which an amendment to either Schedule has occurred. The Foreign
Custody Manager shall make written reports notifying the Board of any other
material change in the foreign custody arrangements of the Portfolios described
in this Section 3 after the occurrence of the material change.
SECTION 3.8 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign
Custody Manager represents to the Fund that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the
Board has determined that it is reasonable for the Board to rely on the
Custodian to perform the responsibilities delegated pursuant to this Agreement
to the Custodian as the Foreign Custody Manager of the Portfolios.
SECTION 3.9 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN
CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody
Manager of the Portfolios shall be effective as of the date of execution of this
Agreement and shall remain in effect until terminated at any time, without
penalty, by written notice from the terminating party to the non-terminating
party. Termination will become effective thirty (30) days after receipt by the
non-terminating party of such notice. The provisions of Section 3.3 hereof shall
govern the delegation to and termination of the Custodian as Foreign Custody
Manager of the Portfolios with respect to designated countries.
SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS
HELD OUTSIDE OF THE UNITED STATES
SECTION 4.1 DEFINITIONS. Capitalized terms in this Section 4
shall have the following meanings:
"FOREIGN SECURITIES SYSTEM" means either a clearing agency or a securities
depository listed on Schedule A hereto or a Mandatory Securities Depository
listed on Schedule B hereto.
"FOREIGN SUB-CUSTODIAN" means a foreign banking institution serving as an
Eligible Foreign Custodian.
SECTION 4.2 HOLDING SECURITIES. The Custodian shall identify on its
books as belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the benefit of its customers, provided however, that (i) the records of the
Custodian with respect to foreign securities of the Portfolios which are
maintained in such account shall identify those securities as belonging to the
Portfolios and (ii), to the extent permitted and customary in the market in
which the account is maintained, the Custodian shall require that securities so
held by the Foreign Sub-Custodian be held separately from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
SECTION 4.3 FOREIGN SECURITIES SYSTEMS. Foreign securities shall be
maintained in a Foreign Securities System in a designated country only through
arrangements implemented by the Foreign Sub-Custodian in such country pursuant
to the terms of this Agreement.
SECTION 4.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. Delivery of Foreign Securities. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the Portfolios
held by such Foreign Sub-Custodian, or in a Foreign Securities System account,
only upon receipt of Proper Instructions, which may be continuing instructions
when deemed appropriate by the parties, and only in the following cases:
(i) upon the sale of such foreign securities for the Portfolios in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against
expectation of receiving later payment; or (B) in the case of
a sale effected through a Foreign Securities System in
accordance with the rules governing the operation of the
Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
(v) to the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such
Foreign Sub-Custodian) or for exchange for a different number
of bonds, certificates or other evidence representing the same
aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from
the Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign securities,
the surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts or
temporary securities for definitive securities;
(ix) for delivery as security in connection with any borrowing by
the Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other proper purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be
delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper trust
purpose, and naming the person or persons to whom delivery of
such securities shall be made.
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies of
a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor
(or an agent for such seller or dealer) against expectation of
receiving later delivery of such foreign securities; or (B) in
the case of a purchase effected through a Foreign Securities
System, in accordance with the rules governing the operation
of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees
under this Agreement, legal fees, accounting fees, and other
operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Portfolio, including transactions
executed with or through the Custodian or its Foreign
Sub-Custodians;
(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other proper purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment, setting
forth the purpose for which such payment is to be made,
declaring such purpose to be a proper trust purpose, and
naming the person or persons to whom such payment is to be
made.
4.4.3. Market Conditions. Notwithstanding any provision of this
Agreement to the contrary, settlement and payment for Foreign Assets received
for the account of the Portfolios and delivery of Foreign Assets maintained for
the account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect
to custody and settlement practices in countries in which the Custodian employs
a Foreign Sub-Custodian, including without limitation information relating to
Foreign Securities Systems, described on Schedule C hereto at the time or times
set forth on such Schedule. The Custodian may revise Schedule C from time to
time, provided that no such revision shall result in the Board being provided
with substantively less information than had been previously provided hereunder.
SECTION 4.5 REGISTRATION OF FOREIGN SECURITIES. The foreign securities
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the applicable Portfolio or in
the name of the Custodian or in the name of any Foreign Sub-Custodian or in the
name of any nominee of the foregoing, and the Fund on behalf of such Portfolio
agrees to hold any such nominee harmless from any liability as a holder of
record of such foreign securities. The Custodian or a Foreign Sub-Custodian
shall not be obligated to accept securities on behalf of a Portfolio under the
terms of this Agreement unless the form of such securities and the manner in
which they are delivered are in accordance with reasonable market practice.
SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as
belonging to the Fund cash (including cash denominated in foreign currencies)
deposited with the Custodian. Where the Custodian is unable to maintain, or
market practice does not facilitate the maintenance of, cash on the books of the
Custodian, a bank account or bank accounts opened and maintained outside the
United States on behalf of a Portfolio with a Foreign Sub-Custodian shall be
subject only to draft or order by the Custodian or such Foreign Sub-Custodian,
acting pursuant to the terms of this Agreement to hold cash received by or from
or for the account of the Portfolio.
SECTION 4.7 COLLECTION OF INCOME. The Custodian shall use reasonable
commercial efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be entitled and
shall credit such income, as collected, to the applicable Portfolio. In the
event that extraordinary measures are required to collect such income, the Fund
and the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities
held pursuant to this Agreement, the Custodian will use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may exist
in the country where such securities are issued. The Fund acknowledges that
local conditions, including lack of regulation, onerous procedural obligations,
lack of notice and other factors may have the effect of severely limiting the
ability of the Fund to exercise shareholder rights.
SECTION 4.9 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The
Custodian shall transmit promptly to the Fund written information (including,
without limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith) received by the Custodian via the
Foreign Sub-Custodians from issuers of the foreign securities being held for the
account of the Portfolios. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Fund written information so received by
the Custodian from issuers of the foreign securities whose tender or exchange is
sought or from the party (or its agents) making the tender or exchange offer.
The Custodian shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign securities or other
property of the Portfolios at any time held by it unless (i) the Custodian or
the respective Foreign Sub-Custodian is in actual possession of such foreign
securities or property and (ii) the Custodian receives Proper Instructions with
regard to the exercise of any such right or power, and both (i) and (ii) occur
at least three business days prior to the date on which the Custodian is to take
action to exercise such right or power
SECTION 4.10 LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES
SYSTEMS. Each agreement pursuant to which the Custodian employs as a Foreign
Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian
to exercise reasonable care in the performance of its duties and, to the extent
possible, to indemnify, and hold harmless, the Custodian from and against any
loss, damage, cost, expense, liability or claim arising out of or in connection
with the Foreign Sub-Custodian's performance of such obligations. At the Fund's
election, the Portfolios shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a Foreign Sub-Custodian as a
consequence of any such loss, damage, cost, expense, liability or claim if and
to the extent that the Portfolios have not been made whole for any such loss,
damage, cost, expense, liability or claim.
SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on the Fund, the
Portfolios or the Custodian as custodian of the Portfolios by the tax law of the
United States or of any state or political subdivision thereof. It shall be the
responsibility of the Fund to notify the Custodian of the obligations imposed on
the Fund with respect to the Portfolios or the Custodian as custodian of the
Portfolios by the tax law of countries other than those mentioned in the above
sentence, including responsibility for withholding and other taxes, assessments
or other governmental charges, certifications and governmental reporting. The
sole responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Fund with respect to any claim for exemption or
refund under the tax law of countries for which the Fund has provided such
information.
SECTION 4.12 CONFLICT. If the Custodian is delegated the
responsibilities of Foreign Custody Manager pursuant to the terms of Section 3
hereof, in the event of any conflict between the provisions of Sections 3 and 4
hereof, the provisions of Section 3 shall prevail.
SECTION 5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent and deposit into the account of the appropriate Portfolio
such payments as are received for Shares thereof issued or sold from time to
time by the Fund. The Custodian will provide timely notification to the Fund on
behalf of each such Portfolio and the Transfer Agent of any receipt by it of
payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In connection with
the redemption or repurchase of Shares, the Custodian is authorized upon receipt
of instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian
by a holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time between
the Fund and the Custodian.
SECTION 6. PROPER INSTRUCTIONS
Proper Instructions as used throughout this Agreement means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific statement of
the purpose for which such action is requested. Oral instructions will be
considered Proper Instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be confirmed
in writing. Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Fund and the
Custodian agree to security procedures, including but not limited to, the
security procedures selected by the Fund in the Funds Transfer Addendum attached
hereto. For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any three-party agreement
which requires a segregated asset account in accordance with Section 2.10.
SECTION 7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Agreement, provided that all such payments
shall be accounted for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Portfolio except as otherwise directed by the Board.
SECTION 8. EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Custodian may receive and accept a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Fund ("Certified Resolution") as
conclusive evidence (a) of the authority of any person to act in accordance with
such resolution or (b) of any determination or of any action by the Board as
described in such resolution, and such resolution may be considered as in full
force and effect until receipt by the Custodian of written notice to the
contrary.
SECTION 9. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
CALCULATION OF NET ASSET VALUE AND NET INCOME
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board to keep the books of account of
each Portfolio and/or compute the net asset value per Share of the outstanding
Shares or, if directed in writing to do so by the Fund on behalf of the
Portfolio, shall itself keep such books of account and/or compute such net asset
value per Share. If so directed, the Custodian shall also calculate daily the
net income of the Portfolio as described in the Prospectus and shall advise the
Fund and the Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per Share and the daily
income of each Portfolio shall be made at the time or times described from time
to time in the Prospectus.
SECTION 10. RECORDS
The Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Agreement in
such manner as will meet the obligations of the Fund under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Fund and shall at all times during
the regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and agents of
the SEC. The Custodian shall, at the Fund's request, supply the Fund with a
tabulation of securities owned by each Portfolio and held by the Custodian and
shall, when requested to do so by the Fund and for such compensation as shall be
agreed upon between the Fund and the Custodian, include certificate numbers in
such tabulations.
SECTION 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Fund on behalf
of each applicable Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Fund's independent accountants with respect
to its activities hereunder in connection with the preparation of the Fund's
Form N-1A, and Form N-SAR or other annual reports to the SEC and with respect to
any other requirements thereof.
SECTION 12. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the Fund, on behalf of each of the
Portfolios at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a U.S. Securities System or a Foreign Securities System, relating to the
services provided by the Custodian under this Agreement; such reports, shall be
of sufficient scope and in sufficient detail, as may reasonably be required by
the Fund to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
SECTION 13. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.
SECTION 14. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Agreement,
but shall be kept indemnified by and shall be without liability to the Fund for
any action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. The Custodian shall be
without liability to the Fund and the Portfolios for any loss, liability, claim
or expense resulting from or caused by anything which is (A) part of Country
Risk (as defined in Section 3 hereof), including without limitation
nationalization, expropriation, currency restrictions, or acts of war,
revolution, riots or terrorism, or (B) part of the "prevailing country risk" of
the Portfolios, as such term is used in SEC Release Nos. IC-22658; IS-1080 (May
12, 1997) or as such term or other similar terms are now or in the future
interpreted by the SEC or by the staff of the Division of Investment Management
thereof.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to the Fund for any loss, liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of the Custodian or any sub-custodian or Securities
System or any agent or nominee of any of the foregoing, including, without
limitation, the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions, work
stoppages, natural disasters, or other similar events or acts; (ii) errors by
the Fund or the Investment Advisor in their instructions to the Custodian
provided such instructions have been in accordance with this Agreement; (iii)
the insolvency of or acts or omissions by a Securities System; (iv) any delay or
failure of any broker, agent or intermediary, central bank or other commercially
prevalent payment or clearing system to deliver to the Custodian's sub-custodian
or agent securities purchased or in the remittance or payment made in connection
with securities sold; (v) any delay or failure of any company, corporation, or
other body in charge of registering or transferring securities in the name of
the Custodian, the Fund, the Custodian's sub-custodians, nominees or agents or
any consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security or
Securities System; and (vii) any provision of any present or future law or
regulation or order of the United States of America, or any state thereof, or
any other country, or political subdivision thereof or of any court of competent
jurisdiction.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth
with respect to sub-custodians generally in this Agreement.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.
If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, foreign exchange contracts and assumed settlement) or
in the event that the Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable Portfolio shall
be security therefor and should the Fund fail to repay the Custodian promptly,
the Custodian shall be entitled to utilize available cash and to dispose of such
Portfolio's assets to the extent necessary to obtain reimbursement.
In no event shall the Custodian be liable for indirect, special or
consequential damages.
SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; provided,
however, that the Fund shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or any provision
of the Fund's Declaration of Trust, and further provided, that the Fund on
behalf of one or more of the Portfolios may at any time by action of its Board
(i) substitute another bank or trust company for the Custodian by giving notice
as described above to the Custodian, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Agreement, the Fund on behalf of each
applicable Portfolio shall pay to the Custodian such compensation as may be due
as of the date of such termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.
SECTION 16. SUCCESSOR CUSTODIAN
If a successor custodian for one or more Portfolios shall be appointed
by the Board, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities of each applicable Portfolio then held by it hereunder
and shall transfer to an account of the successor custodian all of the
securities of each such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a Certified Resolution, deliver at the office of
the Custodian and transfer such securities, funds and other properties in
accordance with such resolution.
In the event that no written order designating a successor custodian or
Certified Resolution shall have been delivered to the Custodian on or before the
date when such termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which is a "bank" as defined in
the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of
its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian on behalf of each
applicable Portfolio and all instruments held by the Custodian relative thereto
and all other property held by it under this Agreement on behalf of each
applicable Portfolio, and to transfer to an account of such successor custodian
all of the securities of each such Portfolio held in any Securities System.
Thereafter, such bank or trust company shall be the successor of the Custodian
under this Agreement.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the Certified Resolution to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Agreement relating to the duties
and obligations of the Custodian shall remain in full force and effect.
SECTION 17. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Agreement, the Custodian and
the Fund on behalf of each of the Portfolios, may from time to time agree on
such provisions interpretive of or in addition to the provisions of this
Agreement as may in their joint opinion be consistent with the general tenor of
this Agreement. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, provided that no
such interpretive or additional provisions shall contravene any applicable
federal or state regulations or any provision of the Fund's Declaration of
Trust. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
SECTION 18. ADDITIONAL FUNDS
In the event that the Fund establishes one or more series of Shares in
addition to CENTURY SMALL CAP SELECT FUND with respect to which it desires to
have the Custodian render services as custodian under the terms hereof, it shall
so notify the Custodian in writing, and if the Custodian agrees in writing to
provide such services, such series of Shares shall become a Portfolio hereunder.
SECTION 19. MASSACHUSETTS LAW TO APPLY
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
SECTION 20. PRIOR AGREEMENTS
This Agreement supersedes and terminates, as of the date hereof, all
prior Agreements between the Fund on behalf of each of the Portfolios and the
Custodian relating to the custody of the Fund's assets.
SECTION 21. NOTICES.
Any notice, instruction or other instrument required to be given
hereunder may be delivered in person to the offices of the parties as set forth
herein during normal business hours or delivered prepaid registered mail or by
telex, cable or telecopy to the parties at the following addresses or such other
addresses as may be notified by any party from time to time.
To the Fund: CENTURY CAPITAL MANAGEMENT
One Liberty Square
Boston, Massachusetts 02109
Attention: Steven Alfano, Vice President
Telephone: 617-482-3060
Telecopy: 617-542-9398
To the Custodian: STATE STREET BANK AND TRUST COMPANY
One Heritage Drive
North Quincy, Massachusetts 02171
Attention: Gayle Coluccio, Vice President
Telephone: 617-985-2356
Telecopy: 617-537-5699
Such notice, instruction or other instrument shall be deemed to have
been served in the case of a registered letter at the expiration of five
business days after posting, in the case of cable twenty-four hours after
dispatch and, in the case of telex, immediately on dispatch and if delivered
outside normal business hours it shall be deemed to have been received at the
next time after delivery when normal business hours commence and in the case of
cable, telex or telecopy on the business day after the receipt thereof. Evidence
that the notice was properly addressed, stamped and put into the post shall be
conclusive evidence of posting.
SECTION 22. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, addenda, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
SECTION 23. DATA ACCESS SERVICES ADDENDUM
The Custodian and the Fund agree to be bound by the terms of the Data
Access Services Addendum attached hereto.
SECTION 24. SHAREHOLDER COMMUNICATIONS ELECTION
SEC Rule 14b-2 requires banks which hold securities for the account of
customers to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that issuer held by
the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the rule, the Custodian needs the Fund
to indicate whether it authorizes the Custodian to provide the Fund's name,
address, and share position to requesting companies whose securities the Fund
owns. If the Fund tells the Custodian "no", the Custodian will not provide this
information to requesting companies. If the Fund tells the Custodian "yes" or
does not check either "yes" or "no" below, the Custodian is required by the rule
to treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please indicate below whether the Fund consents or objects by checking one of
the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.
NO [ ] The Custodian is not authorized to release the Fund's name,
address, and share positions.
<PAGE>
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of December 9, 1999.
CENTURY CAPITAL MANAGEMENT TRUST FUND SIGNATURE ATTESTED TO BY:
By: /s/ Allan W. Fulkerson By: /s/ Richard F. Cook, Jr.
----------------------- ---------------------
Name: Allan W. Fulkerson Name: Richard F. Cook, Jr.
----------------------- ---------------------
Title: Chairman of the Trustees Title: Secretary
STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:
By: /s/ Ronald E. Logue By: /s/ Stephanie L. Poster
----------------------- ------------------------
Name: Ronald E. Logue Name: Stephanie L. Poster
----------------------- ------------------------
Title: Vice Chairman Title: Vice President
<PAGE>
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
NON-MANDATORY
COUNTRY SUBCUSTODIAN DEPOSITORIES
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkassen AG
Bahrain HSBC Bank Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Fortis Bank NV/as. --
Bermuda The Bank of Bermuda Limited --
Bolivia Citibank, N.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada State Street Trust Company Canada --
Chile Citibank, N.A. --
People's Republic The Hongkong and Shanghai --
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. --
Sociedad Fiduciaria
Costa Rica Banco BCT S.A. --
Croatia Privredna Banka Zagreb d.d. --
Cyprus The Cyprus Popular Bank Ltd. --
Czech Republic Eeskoslovenska Obchodni --
Banka, A.S.
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt Egyptian British Bank --
(as delegate of The Hongkong
and Shanghai Banking Corporation
Limited)
Estonia Hansabank --
Finland Merita Bank Plc. --
France Paribas, S.A. --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A. Bank of
Greece,
System for
Monitoring
Transactions
in Securities
in Book-Entry
Form
Hong Kong Standard Chartered Bank --
Hungary Citibank Rt. --
Iceland Icebank Ltd.
India Deutsche Bank A.G. --
The Hongkong and Shanghai
Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Paribas, S.A. --
Ivory Coast Societe Generale de Banques --
en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant --
Bank Limited
Japan The Fuji Bank, Limited Japan
Securities
Depository
Center
(JASDEC)
The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
Latvia A/s Hansabank --
Lebanon HSBC Bank Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank --
Malaysia Berhad
Mauritius The Hongkong and Shanghai --
Banking Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa --
The Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group --
(New Zealand) Limited
Norway Christiania Bank og --
Kreditkasse ASA
Oman HSBC Bank Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank A.G. --
Palestine HSBC Bank Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
Poland Citibank (Poland) S.A. --
Portugal Banco Comercial Portugues --
Qatar HSBC Bank Middle East --
Romania ING Bank N.V. --
Russia Credit Suisse First Boston AO, Moscow --
(as delegate of Credit Suisse
First Boston, Zurich)
Singapore The Development Bank --
of Singapore Limited
Slovak Republic Ceskoslovenska Obchodni Banka, A.S. --
Slovenia Bank Austria Creditanstalt d.d. Ljubljana --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander Central Hispano, S.A. --
Sri Lanka The Hongkong and Shanghai --
Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland UBS AG --
Taiwan - R.O.C. Central Trust of China --
Thailand Standard Chartered Bank --
Trinidad & Tobago Republic Bank Limited --
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A. --
Ukraine ING Bank Ukraine --
United Kingdom State Street Bank and Trust Company, --
London Branch
Uruguay BankBoston N.A. --
Venezuela Citibank, N.A. --
Vietnam The Hongkong and Shanghai --
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)/State Street London Limited
Cedelbank S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities)
<PAGE>
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
MANDATORY* DEPOSITORIES
COUNTRY MANDATORY DEPOSITORIES
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and
Transfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots
et de Virements de Titres S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de Liquidacao e
Custodia
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository
for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing
of China & Registration Corporation
Shenzhen Securities Clearing
Co., Ltd.
Colombia Deposito Centralizado de Valores
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen (Danish
Securities Center)
Egypt Misr Company for Clearing, Settlement,
and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities
Depository
France Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres
Germany Deutsche Borse Clearing AG
Greece Central Securities Depository
(Apothetirion Titlon AE)
Hong Kong Central Clearing and
Settlement System
Central Moneymarkets Unit
Hungary Kozponti Elszamolohaz es Ertektar
(Budapest) Rt. (KELER) [Mandatory for
Gov't Bonds and dematerialized
equities only; SSB does not use for
other securities]
India The National Securities Depository
Limited
Central Depository Services India
Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Ireland Central Bank of Ireland
Securities Settlement Office
Israel Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearinghouse)
Bank of Israel
(As part of the TASE Clearinghouse
system)
Italy Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Depositaire Central - Banque de
Reglement
Jamaica Jamaica Central Securities Depository
Japan Bank of Japan Net System
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Corporation
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon and
the Middle East (MIDCLEAR) S.A.L.
The Central Bank of Lebanon
Lithuania Central Securities Depository of
Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and
Safekeeping System
Mauritius Central Depository & Settlement
Co. Ltd.
Mexico S.D. INDEVAL
(Instituto para el Deposito de
Valores)
Morocco Maroclear
The Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities
Depository Limited
Norway Verdipapirsentralen
(the Norwegian Central
Registry of Securities)
Oman Muscat Securities Market Depository
& Securities Registration Company
Pakistan Central Depository Company of
Pakistan Limited
State Bank of Pakistan
Palestine The Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones
CAVALI ICLV S.A.
Philippines Philippines Central Depository, Inc.
Registry of Scripless Securities
(ROSS) of the Bureau of Treasury
Poland National Depository of Securities
(Krajowy Depozyt Papierow
Wartosciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Doha Securities Market
Romania National Securities Clearing,
Settlement and Depository Company
Bucharest Stock Exchange Registry
Division
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov SR
Bratislava, a.s.
National Bank of Slovakia
Slovenia Klirinsko Depotna Druzba d.d.
South Africa The Central Depository Limited
Strate Ltd.
Spain Servicio de Compensacion y Liquidacion
de Valores, S.A.
Banco de Espana, Central de
Anotaciones en Cuenta
Sri Lanka Central Depository System (Pvt)
Limited
Sweden Vardepapperscentralen VPC AB (the
Swedish Central Securities Depository)
Switzerland SIS - SegaIntersettle
Taiwan - R.O.C. Taiwan Securities Central
Depository Co., Ltd.
Thailand Thailand Securities Depository Company
Limited
Tunisia Societe Tunisienne Interprofessionelle
pour la Compensation et de Depots de
Valeurs Mobilieres
Turkey Takas ve Saklama Bankasi A.(a).
(TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
United Kingdom The Bank of England,
The Central Gilts Office and
The Central Moneymarkets
Office
Venezuela Central Bank of Venezuela
Zambia LuSE Central Shares Depository Limited
Bank of Zambia
* Mandatory depositories include entities for which use is mandatory as a matter
of law or effectively mandatory as a matter of market practice.
<PAGE>
SCHEDULE C
MARKET INFORMATION
PUBLICATION/TYPE OF INFORMATION BRIEF DESCRIPTION
(FREQUENCY)
The Guide to Custody in An overview of safekeeping and
World Markets settlement practices and procedures in
(annually) each market in which State Street Bank
and Trust Company offers custodial
services.
Global Custody Network Review Information relating to the operating
(annually) history and structure of depositories
and subcustodians located in the markets
in which State Street Bank and Trust
Company offers custodial services,
including transnational depositories.
Global Legal Survey With respect to each market in which
(annually) State Street Bank and Trust Company
offers custodial services, opinions
relating to whether local law restricts
(i) access of a fund's independent
public accountants to books and records
of a Foreign Sub-Custodian or Foreign
Securities System, (ii) the Fund's
ability to recover in the event of
bankruptcy or insolvency of a Foreign
Sub-Custodian or Foreign Securities
System, (iii) the Fund's ability to
recover in the event of a loss by a
Foreign Sub-Custodian or Foreign
Securities System, and (iv) the ability
of a foreign investor to convert cash
and cash equivalents to U.S. dollars.
Subcustodian Agreements Copies of the subcustodian contracts
(annually) State Street Bank and Trust Company has
entered into with each subcustodian in
the markets in which State Street Bank
and Trust Company offers subcustody
services to its US mutual fund clients.
Network Bulletins (weekly): Developments of interest to investors in
the markets in which State Street Bank
and Trust Company offers custodial
services.
Foreign Custody Advisories (as With respect to markets in which State
necessary): Street Bank and Trust Company offers
custodial services which exhibit special
custody risks, developments which may
impact State Street's ability to deliver
expected levels of service.
<PAGE>
DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
THIS ADDENDUM to the Custodian Agreement (as such term is defined
below) between CENTURY CAPITAL MANAGEMENT TRUST (the "Customer") and State
Street Bank and Trust Company ("State Street").
PREAMBLE
WHEREAS, State Street has been appointed as custodian of certain assets
of the Customer pursuant to that certain Custodian Agreement dated as of
December 9, 1999 (the "Custodian Agreement");
WHEREAS, State Street has developed and utilizes proprietary accounting
and other systems, including State Street's proprietary Multicurrency HORIZONSM
Accounting System, in its role as custodian of the Customer, and maintains
certain Customer-related data ("Customer Data") in databases under the control
and ownership of State Street (the "Data Access Services"); and
WHEREAS, State Street makes available to the Customer certain Data
Access Services solely for the benefit of the Customer, and intends to provide
additional services, consistent with the terms and conditions of this Addendum.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the parties
agree as follows:
1. SYSTEM AND DATA ACCESS SERVICES
(a) System. Subject to the terms and conditions of this Addendum, State
Street hereby agrees to provide the Customer with access to State Street's
Multicurrency HORIZONSM Accounting System and the other information systems
(collectively, the "System") as described in Attachment A, on a remote basis for
the purpose of obtaining reports and information, solely on computer hardware,
system software and telecommunication links as listed in Attachment B (the
"Designated Configuration") of the Customer, or certain third parties approved
by State Street that serve as investment advisors or investment managers or in
other service capacities to the Customer such as the Customer's independent
auditors (each, an "Investment Advisor"), solely with respect to the Customer,
or on any designated substitute or back-up equipment configuration with State
Street's written consent, such consent not to be unreasonably withheld.
(b) Data Access Services. State Street agrees to make available to the
Customer the Data Access Services subject to the terms and conditions of this
Addendum and data access operating standards and procedures as may be issued by
State Street from time to time. The ability of the Customer to originate
electronic instructions to State Street on behalf of the Customer in order to
(i) effect the transfer or movement of cash or securities held under custody by
State Street or (ii) transmit accounting or other information (such transactions
are referred to herein as "Client Originated Electronic Financial
Instructions"), and (iii) access data for the purpose of reporting and analysis,
shall be deemed to be Data Access Services for purposes of this Addendum.
(c) Additional Services. State Street may from time to time agree to
make available to the Customer additional Systems that are not described in the
attachments to this Addendum. In the absence of any other written agreement
concerning such additional systems, the term "System" shall include, and this
Addendum shall govern, the Customer's access to and use of any additional System
made available by State Street and/or accessed by the Customer.
2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE
State Street and the Customer acknowledge that in connection with the
Data Access Services provided under this Addendum, the Customer will have
access, through the Data Access Services, to Customer Data and to functions of
State Street's proprietary systems; provided, however that in no event will the
Customer have direct access to any third party systems-level software that
retrieves data for, stores data from, or otherwise supports the System.
3. LIMITATION ON SCOPE OF USE
(a) Designated Equipment; Designated Location. The System and the Data
Access Services shall be used and accessed solely on and through the Designated
Configuration at the offices of the Customer or the Investment Advisor located
in Boston, Massachusetts ("Designated Location").
(b) Designated Configuration; Trained Personnel. State Street shall be
responsible for supplying, installing and maintaining the Designated
Configuration at the Designated Location. State Street and the Customer agree
that each will engage or retain the services of trained personnel to enable both
parties to perform their respective obligations under this Addendum. State
Street agrees to use commercially reasonable efforts to maintain the System so
that it remains serviceable, provided, however, that State Street does not
guarantee or assure uninterrupted remote access use of the System.
(c) Scope of Use. The Customer will use the System and the Data Access
Services only for the processing of securities transactions, the keeping of
books of account for the Customer and accessing data for purposes of reporting
and analysis. The Customer shall not, and shall cause its employees and agents
not to (i) permit any third party to use the System or the Data Access Services,
(ii) sell, rent, license or otherwise use the System or the Data Access Services
in the operation of a service bureau or for any purpose other than as expressly
authorized under this Addendum, (iii) use the System or the Data Access Services
for any fund, trust or other investment vehicle without the prior written
consent of State Street, (iv) allow access to the System or the Data Access
Services through terminals or any other computer or telecommunications
facilities located outside the Designated Locations, (v) allow or cause any
information (other than portfolio holdings, valuations of portfolio holdings,
and other information reasonably necessary for the management or distribution of
the assets of the Customer) transmitted from State Street's databases, including
data from third party sources, available through use of the System or the Data
Access Services to be redistributed or retransmitted to another computer,
terminal or other device for other than use for or on behalf of the Customer or
(vi) modify the System in any way, including without limitation, developing any
software for or attaching any devices or computer programs to any equipment,
system, software or database which forms a part of or is resident on the
Designated Configuration.
(d) Other Locations. Except in the event of an emergency or of a
planned System shutdown, the Customer's access to services performed by the
System or to Data Access Services at the Designated Location may be transferred
to a different location only upon the prior written consent of State Street. In
the event of an emergency or System shutdown, the Customer may use any back-up
site included in the Designated Configuration or any other back-up site agreed
to by State Street, which agreement will not be unreasonably withheld. The
Customer may secure from State Street the right to access the System or the Data
Access Services through computer and telecommunications facilities or devices
complying with the Designated Configuration at additional locations only upon
the prior written consent of State Street and on terms to be mutually agreed
upon by the parties.
(e) Title. Title and all ownership and proprietary rights to the
System, including any enhancements or modifications thereto, whether or not made
by State Street, are and shall remain with State Street.
(f) No Modification. Without the prior written consent of State Street,
the Customer shall not modify, enhance or otherwise create derivative works
based upon the System, nor shall the Customer reverse engineer, decompile or
otherwise attempt to secure the source code for all or any part of the System.
(g) Security Procedures. The Customer shall comply with data access
operating standards and procedures and with user identification or other
password control requirements and other security procedures as may be issued
from time to time by State Street for use of the System on a remote basis and to
access the Data Access Services. The Customer shall have access only to the
Customer Data and authorized transactions agreed upon from time to time by State
Street and, upon notice from State Street, the Customer shall discontinue remote
use of the System and access to Data Access Services for any security reasons
cited by State Street; provided, that, in such event, State Street shall, for a
period not less than 180 days (or such other shorter period specified by the
Customer) after such discontinuance, assume responsibility to provide accounting
services under the terms of the Custodian Agreement.
(h) Inspections. State Street shall have the right to inspect the use
of the System and the Data Access Services by the Customer and the Investment
Advisor to ensure compliance with this Addendum. The on-site inspections shall
be upon prior written notice to the Customer and the Investment Advisor and at
reasonably convenient times and frequencies so as not to result in an
unreasonable disruption of the Customer's or the Investment Advisor's business.
4. PROPRIETARY INFORMATION
(a) Proprietary Information. The Customer acknowledges and State Street
represents that the System and the databases, computer programs, screen formats,
report formats, interactive design techniques, documentation and other
information made available to the Customer by State Street as part of the Data
Access Services and through the use of the System constitute copyrighted, trade
secret, or other proprietary information of substantial value to State Street.
Any and all such information provided by State Street to the Customer shall be
deemed proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). The Customer agrees that it will hold such
Proprietary Information in the strictest confidence and secure and protect it in
a manner consistent with its own procedures for the protection of its own
confidential information and to take appropriate action by instruction or
agreement with its employees who are permitted access to the Proprietary
Information to satisfy its obligations hereunder. The Customer further
acknowledges that State Street shall not be required to provide the Investment
Advisor with access to the System unless it has first received from the
Investment Advisor an undertaking with respect to State Street's Proprietary
Information in the form of Attachment C to this Addendum. The Customer shall use
all commercially reasonable efforts to assist State Street in identifying and
preventing any unauthorized use, copying or disclosure of the Proprietary
Information or any portions thereof or any of the logic, formats or designs
contained therein.
(b) Cooperation. Without limitation of the foregoing, the Customer
shall advise State Street immediately in the event the Customer learns or has
reason to believe that any person to whom the Customer has given access to the
Proprietary Information, or any portion thereof, has violated or intends to
violate the terms of this Addendum, and the Customer will, at its expense,
co-operate with State Street in seeking injunctive or other equitable relief in
the name of the Customer or State Street against any such person.
(c) Injunctive Relief. The Customer acknowledges that the disclosure of
any Proprietary Information, or of any information which at law or equity ought
to remain confidential, will immediately give rise to continuing irreparable
injury to State Street inadequately compensable in damages at law. In addition,
State Street shall be entitled to obtain immediate injunctive relief against the
breach or threatened breach of any of the foregoing undertakings, in addition to
any other legal remedies which may be available.
(d) Survival. The provisions of this Section 4 shall survive the
termination of this Addendum.
5. LIMITATION ON LIABILITY
(a) Limitation on Amount and Time for Bringing Action. The Customer
agrees that any liability of State Street to the Customer or any third party
arising out of State Street's provision of Data Access Services or the System
under this Addendum shall be limited to the amount of custody fees paid by the
Customer for the preceding 24 months. In no event shall State Street be liable
to the Customer or any other party for any special, indirect, punitive or
consequential damages even if advised of the possibility of such damages. No
action, regardless of form, arising out of this Addendum may be brought by the
Customer more than two years after the Customer has knowledge that the cause of
action has arisen.
(b) Limited Warranties. NO OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET.
(c) Third-Party Data. Organizations from which State Street may obtain
certain data included in the System or the Data Access Services are solely
responsible for the contents of such data, and State Street shall have no
liability for claims arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof.
(d) Regulatory Requirements. As between State Street and the Customer,
the Customer shall be solely responsible for the accuracy of any accounting
statements or reports produced using the Data Access Services and the System and
the conformity thereof with any requirements of law.
(e) Force Majeure. Neither party shall be liable for any costs or
damages due to delay or nonperformance under this Addendum arising out of any
cause or event beyond such party's control, including without limitation,
cessation of services hereunder or any damages resulting therefrom to the other
party, or the Customer as a result of work stoppage, power or other mechanical
failure, computer virus, natural disaster, governmental action, or communication
disruption.
6. INDEMNIFICATION
The Customer agrees to indemnify and hold State Street harmless from
any loss, damage or expense including reasonable attorney's fees, (a "loss")
suffered by State Street arising from (i) the negligence or willful misconduct
in the use by the Customer of the Data Access Services or the System, including
any loss incurred by State Street resulting from a security breach at the
Designated Location or committed by the Customer's employees or agents or the
Investment Advisor and (ii) any loss resulting from incorrect Client Originated
Electronic Financial Instructions. State Street shall be entitled to rely on the
validity and authenticity of Client Originated Electronic Financial Instructions
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by State Street
from time to time.
7. FEES
Fees and charges for the use of the System and the Data Access Services
and related payment terms shall be as set forth in the Custody Fee Schedule in
effect from time to time between the parties (the "Fee Schedule"). Any tariffs,
duties or taxes imposed or levied by any government or governmental agency by
reason of the transactions contemplated by this Addendum, including, without
limitation, federal, state and local taxes, use, value added and personal
property taxes (other than income, franchise or similar taxes which may be
imposed or assessed against State Street) shall be borne by the Customer. Any
claimed exemption from such tariffs, duties or taxes shall be supported by
proper documentary evidence delivered to State Street.
8. TRAINING, IMPLEMENTATION AND CONVERSION
(a) Training. State Street agrees to provide training, at a designated
State Street training facility or at the Designated Location, to the Customer's
personnel in connection with the use of the System on the Designated
Configuration. The Customer agrees that it will set aside, during regular
business hours or at other times agreed upon by both parties, sufficient time to
enable all operators of the System and the Data Access Services, designated by
the Customer, to receive the training offered by State Street pursuant to this
Addendum.
(b) Installation and Conversion. State Street shall be responsible for
the technical installation and conversion ("Installation and Conversion") of the
Designated Configuration. The Customer shall have the following responsibilities
in connection with Installation and Conversion of the System:
(i) The Customer shall be solely responsible for the timely
acquisition and maintenance of the hardware and software that
attach to the Designated Configuration in order to use the
Data Access Services at the Designated Location.
(ii) State Street and the Customer each agree that they will assign
qualified personnel to actively participate during the
Installation and Conversion phase of the System implementation
to enable both parties to perform their respective obligations
under this Addendum.
9. SUPPORT
During the term of this Addendum, State Street agrees to provide the
support services set out in Attachment D to this Addendum.
10. TERM OF ADDENDUM
(a) Term of Addendum. This Addendum shall become effective on the date
of its execution by State Street and shall remain in full force and effect until
terminated as herein provided.
(b) Termination of Addendum. Either party may terminate this Addendum
(i) for any reason by giving the other party at least one-hundred and eighty
days' prior written notice in the case of notice of termination by State Street
to the Customer or thirty days' notice in the case of notice from the Customer
to State Street of termination; or (ii) immediately for failure of the other
party to comply with any material term and condition of this Addendum by giving
the other party written notice of termination. In the event the Customer shall
cease doing business, shall become subject to proceedings under the bankruptcy
laws (other than a petition for reorganization or similar proceeding) or shall
be adjudicated bankrupt, this Addendum and the rights granted hereunder shall,
at the option of State Street, immediately terminate with notice to the
Customer. This Addendum shall in any event terminate as to any Customer within
90 days after the termination of the Custodian Agreement applicable to such
Customer.
(c) Termination of the Right to Use. Upon termination of this Addendum
for any reason, any right to use the System and access to the Data Access
Services shall terminate and the Customer shall immediately cease use of the
System and the Data Access Services. Immediately upon termination of this
Addendum for any reason, the Customer shall return to State Street all copies of
documentation and other Proprietary Information in its possession; provided,
however, that in the event that either party terminates this Addendum or the
Custodian Agreement for any reason other than the Customer's breach, State
Street shall provide the Data Access Services for a period of time and at a
price to be agreed upon by the parties.
11. MISCELLANEOUS
(a) Assignment; Successors. This Addendum and the rights and
obligations of the Customer and State Street hereunder shall not be assigned by
either party without the prior written consent of the other party, except that
State Street may assign this Addendum to a successor of all or a substantial
portion of its business, or to a party controlling, controlled by, or under
common control with State Street.
(b) Survival. All provisions regarding indemnification, warranty,
liability and limits thereon, and confidentiality and/or protection of
proprietary rights and trade secrets shall survive the termination of this
Addendum.
(c) Entire Agreement. This Addendum and the attachments hereto
constitute the entire understanding of the parties hereto with respect to the
Data Access Services and the use of the System and supersedes any and all prior
or contemporaneous representations or agreements, whether oral or written,
between the parties as such may relate to the Data Access Services or the
System, and cannot be modified or altered except in a writing duly executed by
the parties. This Addendum is not intended to supersede or modify the duties and
liabilities of the parties hereto under the Custodian Agreement or any other
agreement between the parties hereto except to the extent that any such
agreement specifically refers to the Data Access Services or the System. No
single waiver of any right hereunder shall be deemed to be a continuing waiver.
(d) Severability. If any provision or provisions of this Addendum shall
be held to be invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired.
(e) Governing Law. This Addendum shall be interpreted and construed in
accordance with the internal laws of The Commonwealth of Massachusetts without
regard to the conflict of laws provisions thereof.
<PAGE>
ATTACHMENT A
Multicurrency HORIZON(SM) Accounting System
System Product Description
I. The Multicurrency HORIZON(SM) Accounting System is designed to provide lot
level portfolio and general ledger accounting for SEC and ERISA type
requirements and includes the following services: 1) recording of general ledger
entries; 2) calculation of daily income and expense; 3) reconciliation of daily
activity with the trial balance, and 4) appropriate automated feeding mechanisms
to (i) domestic and international settlement systems, (ii) daily, weekly and
monthly evaluation services, (iii) portfolio performance and analytic services,
(iv) customer's internal computing systems and (v) various State Street provided
information services products.
II. GlobalQuest(R) is designed to provide customer access to the following
information maintained on The Multicurrency HORIZON(SM) Accounting System: 1)
cash transactions and balances; 2) purchases and sales; 3) income receivables;
4) tax refund receivables; 5) daily priced positions; 6) open trades; 7)
settlement status; 8) foreign exchange transactions; 9) trade history, and 10)
daily, weekly and monthly evaluation services.
<PAGE>
ATTACHMENT B
DESIGNATED CONFIGURATION
<PAGE>
ATTACHMENT C
UNDERTAKING
The Undersigned understands that in the course of its employment as
Investment Advisor to CENTURY CAPITAL MANAGEMENT TRUST (the "Customer") it will
have access to State Street Bank and Trust Company's ("State Street")
Multicurrency HORIZONSM Accounting System and other information systems
(collectively, the "System").
The Undersigned acknowledges that the System and the databases,
computer programs, screen formats, report formats, interactive design
techniques, documentation and other information made available to the
Undersigned by State Street as part of the Data Access Services provided to the
Customer and through the use of the System constitute copyrighted, trade secret,
or other proprietary information of substantial value to State Street. Any and
all such information provided by State Street to the Undersigned shall be deemed
proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). The Undersigned agrees that it will hold such
Proprietary Information in confidence and secure and protect it in a manner
consistent with its own procedures for the protection of its own confidential
information and to take appropriate action by instruction or agreement with its
employees who are permitted access to the Proprietary Information to satisfy its
obligations hereunder.
The Undersigned will not attempt to intercept data, gain access to data
in transmission, or attempt entry into any system or files for which it is not
authorized. It will not intentionally adversely affect the integrity of the
System through the introduction of unauthorized code or data, or through
unauthorized deletion.
Upon notice by State Street for any reason, any right to use the System
and access to the Data Access Services shall terminate and the Undersigned shall
immediately cease use of the System and the Data Access Services. Immediately
upon notice by State Street for any reason, the Undersigned shall return to
State Street all copies of documentation and other Proprietary Information in
its possession.
CENTURY CAPITAL MANAGEMENT, INC.
By: ________________________________
Title: _____________________________
Date: ______________________________
<PAGE>
ATTACHMENT C-1
UNDERTAKING
The Undersigned understands that in the course of its employment as
Independent Auditor to CENTURY CAPITAL MANAGEMENT TRUST (the "Customer") it will
have access to State Street Bank and Trust Company's ("State Street")
Multicurrency HORIZON(SM) Accounting System and other information systems
(collectively, the "System").
The Undersigned acknowledges that the System and the databases,
computer programs, screen formats, report formats, interactive design
techniques, documentation and other information made available to the
Undersigned by State Street as part of the Data Access Services provided to the
Customer and through the use of the System constitute copyrighted, trade secret,
or other proprietary information of substantial value to State Street. Any and
all such information provided by State Street to the Undersigned shall be deemed
proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). The Undersigned agrees that it will hold such
Proprietary Information in confidence and secure and protect it in a manner
consistent with its own procedures for the protection of its own confidential
information and to take appropriate action by instruction or agreement with its
employees who are permitted access to the Proprietary Information to satisfy its
obligations hereunder.
The Undersigned will not attempt to intercept data, gain access to data
in transmission, or attempt entry into any system or files for which it is not
authorized. It will not intentionally adversely affect the integrity of the
System through the introduction of unauthorized code or data, or through
unauthorized deletion.
Upon notice by State Street for any reason, any right to use the System
and access to the Data Access Services shall terminate and the Undersigned shall
immediately cease use of the System and the Data Access Services. Immediately
upon notice by State Street for any reason, the Undersigned shall return to
State Street all copies of documentation and other Proprietary Information in
its possession.
DELOITTE & TOUCHE LLP
By: ________________________________
Title: _____________________________
Date: ______________________________
<PAGE>
ATTACHMENT D
Support
During the term of this Addendum, State Street agrees to provide the following
on-going support services:
a. Telephone Support. The Customer Designated Persons may contact State
Street's Multicurrency HORIZON(SM) Help Desk and Customer Assistance Center
between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for
the purpose of obtaining answers to questions about the use of the System, or to
report apparent problems with the System. From time to time, the Customer shall
provide to State Street a list of persons, not to exceed five in number, who
shall be permitted to contact State Street for assistance (such persons being
referred to as "the Customer Designated Persons").
b. Technical Support. State Street will provide technical support to
assist the Customer in using the System and the Data Access Services. The total
amount of technical support provided by State Street shall not exceed 10
resource days per year. State Street shall provide such additional technical
support as is expressly set forth in the fee schedule in effect from time to
time between the parties (the "Fee Schedule"). Technical support, including
during installation and testing, is subject to the fees and other terms set
forth in the Fee Schedule.
c. Maintenance Support. State Street shall use commercially reasonable
efforts to correct system functions that do not work according to the System
Product Description as set forth on Attachment A in priority order in the next
scheduled delivery release or otherwise as soon as is practicable.
d. System Enhancements. State Street will provide to the Customer any
enhancements to the System developed by State Street and made a part of the
System; provided that, sixty (60) days prior to installing any such enhancement,
State Street shall notify the Customer and shall offer the Customer reasonable
training on the enhancement. Charges for system enhancements shall be as
provided in the Fee Schedule. State Street retains the right to charge for
related systems or products that may be developed and separately made available
for use other than through the System.
e. Custom Modifications. In the event the Customer desires custom
modifications in connection with its use of the System, the Customer shall make
a written request to State Street providing specifications for the desired
modification. Any custom modifications may be undertaken by State Street in its
sole discretion in accordance with the Fee Schedule.
f. Limitation on Support. State Street shall have no obligation to
support the Customer's use of the System: (i) for use on any computer equipment
or telecommunication facilities which does not conform to the Designated
Configuration or (ii) in the event the Customer has modified the System in
breach of this Addendum.
<PAGE>
FUNDS TRANSFER ADDENDUM [graphic omitted]
OPERATING GUIDELINES
- --------------------
1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
Client's (as named below) account(s) upon the receipt of a payment order in
compliance with the selected Security Procedure chosen for funds transfer and in
the amount of money that State Street has been instructed to transfer. State
Street shall execute payment orders in compliance with the Security Procedure
and with the Client's instructions on the execution date provided that such
payment order is received by the customary deadline for processing such a
request, unless the payment order specifies a later time. All payment orders and
communications received after this time will be deemed to have been received on
the next business day.
2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Client from Security
Procedures offered by State Street. The Client shall restrict access to
confidential information relating to the Security Procedure to authorized
persons as communicated in writing to State Street. The Client must notify State
Street immediately if it has reason to believe unauthorized persons may have
obtained access to such information or of any change in the Client's authorized
personnel. State Street shall verify the authenticity of all instructions
according to the Security Procedure.
3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis
of the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern.
4. REJECTION: State Street reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of State Street's receipt of such payment
order; (b) if initiating such payment order would cause State Street, in State
Street's sole judgment, to exceed any volume, aggregate dollar, network, time,
credit or similar limits upon wire transfers which are applicable to State
Street; or (c) if State Street, in good faith, is unable to satisfy itself that
the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are received
in a timely manner affording State Street reasonable opportunity to act.
However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.
6. ERRORS: State Street shall assume no responsibility for failure to detect any
erroneous payment order provided that State Street complies with the payment
order instructions as received and State Street complies with the Security
Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.
7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility
for lost interest with respect to the refundable amount of any unauthorized
payment order, unless State Street is notified of the unauthorized payment order
within thirty (30) days of notification by State Street of the acceptance of
such payment order. In no event shall State Street be liable for special,
indirect or consequential damages, even if advised of the possibility of such
damages and even for failure to execute a payment order.
8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a
Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the New England Clearing House Association, State Street will act as an
Originating Depository Financial Institution and/or Receiving Depository
Institution, as the case may be, with respect to such entries. Credits given by
State Street with respect to an ACH credit entry are provisional until State
Street receives final settlement for such entry from the Federal Reserve Bank.
If State Street does not receive such final settlement, the Client agrees that
State Street shall receive a refund of the amount credited to the Client in
connection with such entry, and the party making payment to the Client via such
entry shall not be deemed to have paid the amount of the entry.
9. CONFIRMATION STATEMENTS: Confirmation of State Street's execution of payment
orders shall ordinarily be provided within 24 hours notice which may be
delivered through State Street's proprietary information systems, such as, but
not limited to Horizon and GlobalQuest(R), or by facsimile or callback. The
Client must report any objections to the execution of a payment order within 30
days.
<PAGE>
Security Procedure(s) Selection Form
- ------------------------------------
Please select one or more of the funds transfer security procedures indicated
below.
[ ] SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is limited
to securities brokers and dealers, clearing and depository institutions,
recognized exchanges for securities, and investment management institutions.
SWIFT provides a number of security features through encryption and
authentication to protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent changes to
messages. SWIFT is considered to be one of the most secure and efficient
networks for the delivery of funds transfer instructions.
Selection of this security procedure would be most appropriate for existing
SWIFT members.
[ ] STANDING INSTRUCTIONS
Standing Instructions may be used where funds are transferred to a broker on the
Client's established list of brokers with which it engages in foreign exchange
transactions. Only the date, the currency and the currency amount are variable.
In order to establish this procedure, State Street will send to the Client a
list of the brokers that State Street has determined are used by the Client. The
Client will confirm the list in writing, and State Street will verify the
written confirmation by telephone. Standing Instructions will be subject to a
mutually agreed upon limit. If the payment order exceeds the established limit,
the Standing Instruction will be confirmed by telephone prior to execution.
[ ] REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data
communications between the Client and State Street. Security procedures include
encryption and or the use of a test key by those individuals authorized as
Automated Batch Verifiers.
Clients selecting this option should have an existing facility for completing
CPU-CPU transmissions. This delivery mechanism is typically used for high-volume
business.
[ ] GLOBAL HORIZON INTERCHANGESM FUNDS TRANSFER SERVICE
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients to
electronically transmit authenticated Fedwire, CHIPS or internal book transfer
instructions to State Street.
This delivery mechanism is most appropriate for Clients with a low-to-medium
number of transactions (5-75 per day), allowing Clients to enter, batch, and
review wire transfer instructions on their PC prior to release to State Street.
[ ] TELEPHONE CONFIRMATION (CALLBACK)
Telephone confirmation will be used to verify all non-repetitive funds transfer
instructions received via untested facsimile or phone. This procedure requires
Clients to designate individuals as authorized initiators and authorized
verifiers. State Street will verify that the instruction contains the signature
of an authorized person and prior to execution, will contact someone other than
the originator at the Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the
capability to use other security procedures.
[ ] REPETITIVE WIRES
For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) from an existing authorized account to the
same payee (destination bank and account number) and only the date and currency
amount are variable, a repetitive wire may be implemented. Repetitive wires will
be subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the instruction will be confirmed by telephone prior to
execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts.
[ ] TRANSFERS INITIATED BY FACSIMILE
The Client faxes wire transfer instructions directly to State Street Mutual Fund
Services. Standard security procedure requires the use of a random number test
key for all transfers. Every six months the Client receives test key logs from
State Street. The test key contains alpha-numeric characters, which the Client
puts on each document faxed to State Street. This procedure ensures all wire
instructions received via fax are authorized by the Client.
We provide this option for Clients who wish to batch wire instructions and
transmit these as a group to State Street Mutual Fund Services once or several
times a day.
[ ] AUTOMATED CLEARING HOUSE (ACH)
State Street receives an automated transmission or a magnetic tape from a Client
for the initiation of payment (credit) or collection (debit) transactions
through the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. Clients using ACH must select one or more
of the following delivery options:
[ ] GLOBAL HORIZON INTERCHANGE AUTOMATED CLEARING HOUSE SERVICE
Transactions are created on a microcomputer, assembled into batches and
delivered to State Street via fully authenticated electronic transmissions in
standard NACHA formats.
[ ] Transmission from Client PC to State Street Mainframe with Telephone
Callback
[ ] Transmission from Client Mainframe to State Street Mainframe with Telephone
Callback
[ ] Transmission from DST Systems to State Street Mainframe with Encryption
[ ] Magnetic Tape Delivered to State Street with Telephone Callback
State Street is hereby instructed to accept funds transfer instructions only via
the delivery methods and security procedures indicated. The selected delivery
methods and security procedure(s) will be effective _____________ for payment
orders initiated by our organization.
KEY CONTACT INFORMATION
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
- --------------------------------- ---------------------------------
Name Name
--------------------------------- ---------------------------------
Address Address
- --------------------------------- ---------------------------------
City/State/Zip Code City/State/Zip Code
- --------------------------------- ---------------------------------
Telephone Number Telephone Number
- --------------------------------- ---------------------------------
Facsimile Number Facsimile Number
- ---------------------------------
SWIFT Number
- ---------------------------------
Telex Number
<PAGE>
INSTRUCTION(S)
- --------------
TELEPHONE CONFIRMATION
- ----------------------
FUND CENTURY CAPITAL MANAGEMENT TRUST
-------------------------------------------------------
INVESTMENT ADVISER CENTURY CAPITAL MANAGEMENT, INC.
-----------------------------------------
AUTHORIZED INITIATORS
Please Type or Print
Please provide a listing of Fund officers or other individuals are currently
authorized to initiate wire transfer instructions to State Street:
NAME TITLE (Specify whether position SPECIMEN SIGNATURE
is with Fund or Investment
Adviser)
- -------------------- ------------------------------- -------------------
- -------------------- ------------------------------- -------------------
- -------------------- ------------------------------- -------------------
- -------------------- ------------------------------- -------------------
- -------------------- ------------------------------- -------------------
AUTHORIZED VERIFIERS
Please Type or Print
Please provide a listing of Fund officers of other individuals who will be
CALLED BACK to verify the initiation of repetitive wires of $10 million or more
and all non repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION
(IF ANY)
- -------------------- ------------------------------- -------------------
- -------------------- ------------------------------- -------------------
- -------------------- ------------------------------- -------------------
- -------------------- ------------------------------- -------------------
- -------------------- ------------------------------- -------------------
<PAGE>
Exhibit 23(h)(i)
TRANSFER AGENCY AND SERVICE AGREEMENT
Between
CENTURY CAPITAL MANAGEMENT TRUST
And
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
Page
----
1. Terms of Appointment and Duties...................................1
2. Third Party Administrators for Defined Contribution Plans ........4
3. Fees and Expenses.................................................5
4. Representations and Warranties of the Transfer Agent..............6
5. Representations and Warranties of the Fund........................6
6. Wire Transfer Operating Guidelines................................7
7. Data Access and Proprietary Information...........................8
8. Indemnification..................................................10
9. Standard of Care.................................................11
10. Year 2000........................................................12
11. Confidentiality .................................................12
12. Covenants of the Fund and the Transfer Agent.....................13
13. Termination of Agreement.........................................13
14. Assignment and Third Party Beneficiaries.........................14
15. Subcontractors...................................................14
16. Miscellaneous....................................................15
17. Additional Funds.................................................16
18. Limitations of Liability of the Trustees and Shareholders........16
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 9th day of December, 1999, by and between CENTURY
CAPITAL MANAGEMENT TRUST, a Massachusetts business trust, having its principal
office and place of business at One Liberty Square, Boston, Massachusetts 02109
(the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal office and place of business at 225 Franklin
Street, Boston, Massachusetts 02110 (the "Transfer Agent").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund intends to initially offer shares in one (1) series, such
series shall be named in the attached Schedule A which may be amended by the
parties from time to time (such series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with Section 17, being herein referred to as a "Portfolio", and
collectively as the "Portfolios"); and
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Terms of Appointment and Duties
1.1 Transfer Agency Services. Subject to the terms and conditions set forth
in this Agreement, the Fund, on behalf of the Portfolios, hereby
employs and appoints the Transfer Agent to act as, and the Transfer
Agent agrees to act as its transfer agent for the Fund's authorized and
issued shares of its beneficial interest, ("Shares"), dividend
disbursing agent, custodian of certain retirement plans and agent in
connection with any accumulation, open-account or similar plan provided
to the shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective prospectus and
statement of additional information ("prospectus") of the Fund on
behalf of the applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program. In accordance
with procedures established from time to time by agreement between the
Fund on behalf of the Portfolios, as applicable and the Transfer Agent,
the Transfer Agent agrees that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Declaration of Trust
of the Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above, the
Transfer Agent shall execute transactions directly with broker-dealers
authorized by the Fund;
(e) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(h) If any Share certificates are issued by the Fund, issue replacement
certificates for those certificates alleged to have been lost, stolen
or destroyed upon receipt by the Transfer Agent of indemnification
satisfactory to the Transfer Agent and protecting the Transfer Agent
and the Fund, and the Transfer Agent at its option, may issue
replacement certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund
which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. The Transfer Agent shall also provide the Fund
on a regular basis with the total number of Shares which are authorized
and issued and outstanding and shall have no obligation, when recording
the issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of the Fund.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plan (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing Shareholder
proxies, Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions
by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions
in Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information.
(b) Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Fund of all transactions and
receipts and disbursements of money and securities and deliver a copy
of such report for the Fund for each business day to the Fund.
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the Transfer
Agent in writing those transactions and assets to be treated as exempt
from blue sky reporting for each State; and (ii) verify the
establishment of transactions for each State on the system prior to
activation and thereafter monitor the daily activity for each State.
The responsibility of the Transfer Agent for the Fund's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and providing a
system which will enable the Fund to monitor the total number of Shares
sold in each State.
(d) National Securities Clearing Corporation (the "NSCC"). (i) accept
and effectuate the registration and maintenance of accounts through
Networking and the purchase, redemption, transfer and exchange of
shares in such accounts through Fund/SERV (networking and Fund/SERV
being programs operated by the NSCC on behalf of NSCC's participants,
including the Fund), in accordance with, instructions transmitted to
and received by the Transfer Agent by transmission from NSCC on behalf
of broker-dealers and banks which have been established by, or in
accordance with the instructions of authorized persons, as hereinafter
defined on the dealer file maintained by the Transfer Agent; (ii) issue
instructions to Fund's banks for the settlement of transactions between
the Fund and NSCC (acting on behalf of its broker-dealer and bank
participants); (iii) provide account and transaction information from
the affected Fund's records on DST Systems, Inc. computer system TA2000
("TA2000 System") in accordance with NSCC's Networking and Fund/SERV
rules for those broker-dealers; and (iv) maintain Shareholder accounts
on TA2000 System through Networking.
(e) New Procedures. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from time to
time by agreement between the Fund and the Transfer Agent. The Transfer
Agent may at times perform only a portion of these services and the
Fund or its agent may perform these services on the Fund's behalf.
1.3 For the Century Small Cap Select Fund series Institutional class the
Transfer Agent agrees to provide all the services listed herein except
for the following:
(a) Custodian of retirement plans; and
(b) Services described in Sections 1.1d, 1.2d, 1.1h , 1.2f above and
Section 2 below.
2. Third Party Administrators for Defined Contribution Plans
2.1 The Fund may decide to make available to certain of its customers, a
qualified plan program (the "Program") pursuant to which the customers
("Employers") may adopt certain plans of deferred compensation ("Plan
or Plans") for the benefit of the individual Plan participant (the
"Plan Participant"), such Plan(s) being qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code") and
administered by third party administrators which may be plan
administrators as defined in the Employee Retirement Income Security
Act of 1974, as amended)(the "TPA(s)").
2.2 In accordance with the procedures established in the initial Schedule
2.1 entitled "Third Party Administrator Procedures", as may be amended
by the Transfer Agent and the Fund from time to time ("Schedule 2.1"),
the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the name of
the Trustees, Plans or TPAs as the case may be as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of the TPA or
its designee as the Trustee for the benefit of the Plan; and
(c) Perform all services under Section 1 as transfer agent of the Funds
and not as a record-keeper for the Plans.
2.3 Transactions identified under Section 2 of this Agreement shall be
deemed exception services ("Exception Services") when such
transactions:
(a) Require the Transfer Agent to use methods and procedures other than
those usually employed by the Transfer Agent to perform services under
Section 1 of this Agreement;
(b) Involve the provision of information to the Transfer Agent after
the commencement of the nightly processing cycle of the TA2000 System;
or
(c) Require more manual intervention by the Transfer Agent, either in
the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan and pre-nightly transactions.
3. Fees and Expenses
3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent fees for each
of the Investor class and Institutional class as are agreed from time
to time between the Fund and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1
above, the Fund agrees to reimburse the Transfer Agent for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, mailing
and tabulating proxies, records storage, or advances incurred by the
Transfer Agent for the items and in the manner as are agreed from time
to time between the Fund and the Transfer Agent. In addition, any other
expenses incurred by the Transfer Agent at the request or with the
consent of the Fund, will be reimbursed by the Fund.
3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Fund at least seven (7) days prior to the mailing
date of such materials.
3.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective billing
notice, except for any fees or expenses which are subject to good faith
dispute. In the event of such a dispute, the Fund may only withhold
that portion of the fee or expense subject to the good faith dispute.
The Fund shall notify the Transfer Agent in writing within twenty-one
(21) calendar days following the receipt of each billing notice if the
Fund is disputing any amounts in good faith. If the Fund does not
provide such notice of dispute within the required time, the billing
notice will be deemed accepted by the Fund.
4. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
5. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
5.1 It is a business trust duly organized and existing under the laws of
The Commonwealth of Massachusetts.
5.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
5.3 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
5.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as amended
is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made,
with respect to all Shares of the Fund being offered for sale.
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
6.1 The Transfer Agent is authorized to promptly debit the appropriate Fund
account(s) upon the receipt of a payment order in compliance with the
selected security procedure (the "Security Procedure") chosen for funds
transfer and in the amount of money that the Transfer Agent has been
instructed to transfer. The Transfer Agent shall execute payment orders
in compliance with the Security Procedure and with the Fund
instructions on the execution date provided that such payment order is
received by the customary deadline for processing such a request,
unless the payment order specifies a later time. All payment orders and
communications received after this the customary deadline will be
deemed to have been received the next business day.
6.2 The Fund acknowledges that the Security Procedure it has designated on
the Fund Selection Form was selected by the Fund from security
procedures offered by the Transfer Agent. The Fund shall restrict
access to confidential information relating to the Security Procedure
to authorized persons as communicated to the Transfer Agent in writing.
The Fund must notify the Transfer Agent immediately if it has reason to
believe unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized personnel. The
Transfer Agent shall verify the authenticity of all Fund instructions
according to the Security Procedure.
6.3 The Transfer Agent shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.
6.4 The Transfer Agent reserves the right to decline to process or delay
the processing of a payment order which (a) is in excess of the
collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
sole judgement, to exceed any volume, aggregate dollar, network, time,
credit or similar limits which are applicable to the Transfer Agent; or
(c) if the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
6.5 The Transfer Agent shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are
received in a timely manner affording the Transfer Agent reasonable
opportunity to act. However, the Transfer Agent assumes no liability if
the request for amendment or cancellation cannot be satisfied.
6.6 The Transfer Agent shall assume no responsibility for failure to detect
any erroneous payment order provided that the Transfer Agent complies
with the payment order instructions as received and the Transfer Agent
complies with the Security Procedure. The Security Procedure is
established for the purpose of authenticating payment orders only and
not for the detection of errors in payment orders.
6.7 The Transfer Agent shall assume no responsibility for lost interest
with respect to the refundable amount of any unauthorized payment
order, unless the Transfer Agent is notified of the unauthorized
payment order within thirty (30) days of notification by the Transfer
Agent of the acceptance of such payment order. In no event (including
failure to execute a payment order) shall the Transfer Agent be liable
for special, indirect or consequential damages, even if advised of the
possibility of such damages.
6.8 When the Fund initiates or receives Automated Clearing House credit and
debit entries pursuant to these guidelines and the rules of the
National Automated Clearing House Association and the New England
Clearing House Association, the Transfer Agent will act as an
Originating Depository Financial Institution and/or receiving
depository Financial Institution, as the case may be, with respect to
such entries. Credits given by the Transfer Agent with respect to an
ACH credit entry are provisional until the Transfer Agent receives
final settlement for such entry from the Federal Reserve Bank. If the
Transfer Agent does not receive such final settlement, the Fund agrees
that the Transfer Agent shall receive a refund of the amount credited
to the Fund in connection with such entry, and the party making payment
to the Fund via such entry shall not be deemed to have paid the amount
of the entry.
6.9 Confirmation of Transfer Agent's execution of payment orders shall
ordinarily be provided within twenty four (24) hours notice of which
may be delivered through the Transfer Agent's proprietary information
systems, or by facsimile or call-back. Fund must report any objections
to the execution of an order within thirty (30) days.
7. Data Access and Proprietary Information
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data
("Customer Data") maintained by the Transfer Agent on databases under
the control and ownership of the Transfer Agent or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party. In no
event shall Proprietary Information be deemed Customer Data. The Fund
agrees to treat all Proprietary Information as proprietary to the
Transfer Agent and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as may be
provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's computers,
or (ii) solely from equipment at the location agreed to between the
Fund and the Transfer Agent and (iii) solely in accordance with the
Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or other device except as expressly
permitted by the Transfer Agent (such permission not to be unreasonably
withheld);
(e) Allow the Fund to have access only to those authorized transactions
as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal copyright
law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by a
written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time or receipt without
obligation of confidentiality or breach of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest
of the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would
be extremely difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such
breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations from
which the Transfer Agent may obtain certain data included in the Data
Access Services are solely responsible for the contents of such data
and the Fund agrees to make no claim against the Transfer Agent arising
out of the contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER
PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE
PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to:
(i) effect the transfer or movement of cash or Shares; or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Transfer Agent from time to
time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 7. The obligations of this
Section shall survive any earlier termination of this Agreement.
8. Indemnification
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or
services, which are received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT data entry,
electronic instructions or other similar means authorized by the Fund,
and which have been prepared, maintained or performed by the Fund or
any other person or firm on behalf of the Fund including but not
limited to any previous transfer agent or registrar; (ii) any
instructions or requests of the Fund or any of its officers; (iii) any
instructions or opinions of legal counsel with respect to any matter
arising in connection with the services to be performed by the Transfer
Agent under this Agreement which are provided to the Transfer Agent
after consultation with such legal counsel; or (iv) any paper or
document, reasonably believed to be genuine, authentic, or signed by
the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered
or in violation of any stop order or other determination or ruling by
any federal or any state agency with respect to the offer or sale of
such Shares;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account
maintained by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements required by
the National Securities Clearing Corporation (the "NSCC") for the
transmission of Fund or Shareholder data through the NSCC clearing
systems.
8.2 In order that the indemnification provisions contained in this Section
8 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall
promptly notify the Fund of such assertion, and shall keep the Fund
advised with respect to all developments concerning such claim. The
Fund shall have the option to participate with the Transfer Agent in
the defense of such claim or to defend against said claim in its own
name or in the name of the Transfer Agent. The Transfer Agent shall in
no case confess any claim or make any compromise in any case in which
the Fund may be required to indemnify the Transfer Agent except with
the Fund's prior written consent.
9. Standard of Care
9.1 The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy of
all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to errors
unless said errors are caused by its negligence, bad faith, or willful
misconduct or that of its employees, except as provided in Section 9.2
below.
9.2 In the case of Exception Services as defined in Section 2.3 herein, the
Transfer Agent shall be held to a standard of gross negligence and
encoding and payment processing errors shall not be deemed negligence.
10. Year 2000
The Transfer Agent will take reasonable steps to ensure that its
products (and those of its third-party suppliers) reflect the available
technology to offer products that are Year 2000 ready, including, but
not limited to, century recognition of dates, calculations that
correctly compute same century and multi century formulas and date
values, and interface values that reflect the date issues arising
between now and the next one-hundred years, and if any changes are
required, the Transfer Agent will make the changes to its products at a
price to be agreed upon by the parties and in a commercially reasonable
time frame and will require third-party suppliers to do likewise.
11. Confidentiality
11.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any customers' lists, trade secrets, cost
figures and projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or the Fund
during performance under this Agreement. The Fund and the Transfer
Agent further covenant and agree to retain all such knowledge and
information acquired during and after the term of this Agreement
respecting such lists, trade secrets, or any secret or confidential
information whatsoever in trust for the sole benefit of the Transfer
Agent or the Fund and their successors and assigns. In the event of
breach of the foregoing by either party, the remedies provided by
Section 7.3 shall be available to the party whose confidential
information is disclosed. The above prohibition of disclosure shall not
apply to the extent that the Transfer Agent must disclose such data to
its sub-contractor or Fund agent for purposes of providing services
under this Agreement.
11.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for records
of Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the
Transfer Agent will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such
inspection. The Transfer Agent expressly reserves the right, however,
to exhibit the Shareholder records to any person whenever it is advised
by counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person or if required by law or court
order.
12. Covenants of the Fund and the Transfer Agent
12.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement; and
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
12.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
12.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent
hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
13. Termination of Agreement
13.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
13.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund. Additionally, the Transfer Agent reserves the right
to charge for any other reasonable expenses associated with such
termination and a charge equivalent to the average of three (3) months'
fees. Payment of such expenses or costs shall be in accordance with
Section 3.4 of this Agreement.
13.3 Upon termination of this Agreement, each party shall return to the
other party all copies of confidential or proprietary materials or
information received from and expressly identified as such by such
other party hereunder, other than materials or information required to
be retained by such party under applicable laws or regulations.
14. Assignment and Third Party Beneficiaries.
14.1 Except as provided in Section 15.1 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party. Any attempt to do so in
violation of this Section shall be void. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment
will release or discharge the assignor from any duty or responsibility
under this Agreement.
14.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in
this Agreement to anyone other than the Transfer Agent and the Fund,
and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent and the Fund. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
14.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as
provided in Section 15.1, neither party shall make any commitments with
third parties that are binding on the other party without the other
party's prior written consent.
15. Subcontractors
15.1 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i) Boston Financial
Data Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended, (ii) a BFDS subsidiary
duly registered as a transfer agent or (iii) a BFDS affiliate duly
registered as a transfer agent; provided, however, that the Transfer
Agent shall be fully responsible to the Fund for the acts and omissions
of BFDS or its subsidiary or affiliate as it is for its own acts and
omissions.
15.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as by way of
example and not limitation, Airborne Services, Federal Express, United
Parcel Service, the U.S. Mails, the NSCC and telecommunication
companies, provided, if the Transfer Agent selected such company, the
Transfer Agent shall have exercised due care in selecting the same.
16. Miscellaneous
16.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a
resolution of the Board of Trustees of the Fund.
16.2 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
16.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond
its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes.
16.4 Consequential Damages. Neither party to this Agreement shall be liable
to the other party for consequential damages under any provision of
this Agreement or for any consequential damages arising out of any act
or failure to act hereunder.
16.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections
of proprietary rights and trade secrets shall survive the termination
of this Agreement.
16.6 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
16.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
16.8 Waiver. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
16.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
16.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
16.11. Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether
or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and
that any enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
16.12 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
(a) If to State Street Bank and Trust Company, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
Two Heritage Drive
Quincy, Massachusetts 02171
Attention: Legal Department
Facsimile: (617) 774-2287
(c) If to the Fund, to:
Century Capital Management Trust
c/o Century Capital Management, Inc.
One Liberty Square
Boston, Massachusetts 02109
Attention: Legal Department
17. Additional Funds
In the event that the Fund establishes one or more series of Shares in
addition to the attached Schedule A with respect to which it desires to
have the Transfer Agent render services as transfer agent under the
terms hereof, it shall so notify the Transfer Agent in writing, and if
the Transfer Agent agrees in writing to provide such services, such
series of Shares shall become a Portfolio hereunder.
18. Limitations of Liability of the Trustees and Shareholders
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or Shareholders
individually but are binding only upon the assets and property of the
Fund.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
CENTURY CAPITAL MANAGEMENT TRUST
BY: /s/ Allan W. Fulkerson
--------------------------
Chairman
ATTEST:
/s/ Richard F. Cook, Jr.
- --------------------------------
Secretary
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Ronald E. Logue
--------------------------
Vice Chairman
ATTEST:
/s/ Duly Authorized Officer
- --------------------------------
<PAGE>
SCHEDULE A
Century Small Cap Select Fund, Investor and Institutional Classes
CENTURY CAPITAL MANAGEMENT STATE STREET BANK AND TRUST
TRUST COMPANY
BY: /s/ Duly Authorized Officer BY: /s/ Ronald E. Logue
--------------------------- ----------------------------
<PAGE>
SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Date: December 9, 1999
1. On each Business Day, the TPA(s) shall receive, on behalf of and as
agent of the Fund(s), Instructions (as hereinafter defined) from the
Plan. Instructions shall mean as to each Fund (i) orders by the Plan
for the purchases of Shares, and (ii) requests by the Plan for the
redemption of Shares; in each case based on the Plan's receipt of
purchase orders and redemption requests by Participants in proper form
by the time required by the term of the Plan, but not later than the
time of day at which the net asset value of a Fund is calculated, as
described from time to time in that Fund's prospectus. Each Business
Day on which the TPA receives Instructions shall be a "Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which
it accepted Instructions for the purchase and redemption of Shares,
(TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of
such purchases or redemptions, as the case may be, for each of the
Plans. In the case of net purchases by any Plan, the TPA(s) shall
instruct the Trustees of such Plan to transmit the aggregate purchase
price for Shares by wire transfer to the Transfer Agent on (TD+1). In
the case of net redemptions by any Plan, the TPA(s) shall instruct the
Fund's custodian to transmit the aggregate redemption proceeds for
Shares by wire transfer to the Trustees of such Plan on (TD+1). The
times at which such notification and transmission shall occur on (TD+1)
shall be as mutually agreed upon by each Fund, the TPA(s), and the
Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA(s) shall
maintain on behalf of each of the Plans a single master account with
the Transfer Agent and such account shall be in the name of that Plan,
the TPA(s), or the nominee of either thereof as the record owner of
Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that
Plan as of the statement closing date, purchases and redemptions of
Shares by the Plan during the period covered by the statement, and the
dividends and other distributions paid to the Plan on Shares during the
statement period (whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are
necessary to enable the Fund to comply with state Blue Sky
requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Participants in which event the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA(s) shall, at
the request of the Transfer Agent or each Fund, provide at the TPA(s)'s
expense complete and accurate set of mailing labels with the name and
address of each Participant having an interest through the Plans in
Shares.
CENTURY CAPITAL MANAGEMENT STATE STREET BANK AND TRUST
TRUST COMPANY
BY: /s/ Duly Authorized Officer BY: /s/ Ronald E. Logue
--------------------------- ----------------------------
<PAGE>
<PAGE>
Exhibit 23(h)(ii)
December 13, 1999
The Board of Trustees
Century Capital Management Trust
One Liberty Square
Boston, Massachusetts 02109
Re: Fee Waiver
Gentlemen:
Century Capital Management, Inc. herewith confirms our agreement with
you as follows:
1. Pursuant to an Investment Advisory and Management Services Agreement
dated as of December 13, 1999 (the "Advisory Agreement"), you have employed us
to manage the investment and reinvestment of the assets of Century Small Cap
Select Fund (the "Fund"), your only authorized series.
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall limit, by waiver of the fees
payable to us pursuant to the Advisory Agreement or reimbursement, the aggregate
expenses of every character incurred by you, excluding brokerage commissions,
taxes interest and litigation, indemnification and other extraordinary expenses
(the "Limitation"). Under the Limitation, we agree that, through February 1,
2001, such expenses shall not exceed a percentage of your average daily net
assets equal to, on an annualized basis, 1.80% in the case of the Investor
Shares of the Fund and 1.45% in the case of the Institutional Shares of the
Fund.
Very truly yours,
CENTURY CAPITAL MANAGEMENT, INC.
By: /s/ Allan W. Fulkerson
--------------------------
Allan W. Fulkerson
President
<PAGE>
Exhibit 23(i)
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
December 13, 1999
Century Capital Management Trust
One Liberty Square
Boston, MA 02109
Gentlemen:
We are furnishing this opinion in connection with the Registration
Statement on Form N-1A (the "Registration Statement") filed under the Securities
Act of 1933, as amended, by Century Capital Management Trust (the "Trust") on
behalf of its Century Small Cap Select Fund series (the "Fund") for the
registration of an indefinite number of shares of beneficial interest in the
Fund (the "Shares").
We have acted as counsel for the Trust since its organization. We are
familiar with the action taken by its Trustees to authorize the issuance of the
Shares. We have examined its records of Trustee and shareholder action, its
By-Laws, and its Agreement and Declaration of Trust on file at the office of the
Secretary of State of the Commonwealth of Massachusetts. We have examined copies
of the Registration Statement, in the form filed or to be filed with the
Securities and Exchange Commission, and such other documents as we deem
necessary for the purpose of this opinion.
We assume that upon sale of the Shares the Trust will receive the net
asset value thereof.
Based upon the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares, and that when the Shares are
issued and sold on the terms set forth in the Fund's prospectus as in effect
form time to time, they will be validly issued, fully paid and nonassessable by
the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, in certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument entered into or executed
by the Trust or the Trustees. The Agreement and Declaration of Trust provides
for indemnification out of the Trust's property for all loss and expense of any
shareholder held personally liable solely by reason of his being or having been
a shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the Trust
itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
<PAGE>
Exhibit 23(j)
INDEPENDENT AUDITORS' CONSENT
We consent to the inclusion in the Pre-Effective Amendment No. 2 to Registration
Statement No. 333-86067 of Century Capital Management Trust, of our report dated
December 10, 1999 relating to the statement of assets and liabilities, as of
December 9, 1999, of Century Small Cap Select Fund, a series of Century Capital
Management Trust, and to the reference to us under the heading "Investment
Advisory and Other Services - Accountants" in the Statement of Additional
Information, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December 13, 1999
<PAGE>
Exhibit 23(l)
December 9, 1999
The Board of Trustees
Century Capital Management Trust
One Liberty Square
Boston, Massachusetts 02109
Re: Subscription for Shares of Century Small Cap Select Fund
Gentlemen:
Century Capital Management, Inc. ("CCM") hereby purchases 10,010
Institutional Shares of Century Small Cap Select Fund (the "Fund") at $10.00 per
share, for an aggregate purchase price of $100,100.
In connection with such purchase, CCM represents that such purchase is
made for investment purposes by CCM without any present intention of redeeming
or selling such shares.
Very truly yours,
CENTURY CAPITAL MANAGEMENT, INC.
By: /s/ Allan W. Fulkerson
---------------------------
Allan W. Fulkerson
President
<PAGE>
Exhibit 23(m)
CENTURY CAPITAL MANAGEMENT TRUST
CENTURY SMALL CAP SELECT FUND
DISTRIBUTION AND SERVICE PLAN
(PURSUANT TO RULE 12B-1)
Adopted December 13, 1999
RECITALS
1. Century Capital Management Trust, a Massachusetts business trust (the
"Trust") is engaged in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"Act").
2. The Trust operates as a "series company" within the meaning of Rule
18f-2 under the Act and is authorized to issue shares of beneficial interest in
various series.
3. Series of the Trust may utilize assets of such series to pay for sales
or promotional services or other activities that have been or will be provided
in connection with the distribution and servicing of shares of such series if
such payments are made pursuant to a Plan adopted and continued in accordance
with Rule 12b-1 under the Act (the "Rule").
4. Century Small Cap Select Fund (the "Fund"), a series of the Trust, by
virtue of such arrangements, may be deemed to act as a distributor of its
Investor Shares and desires to adopt a plan pursuant to the Rule (the "Plan").
5. The Trustees as a whole, and the Trustees who are not interested
persons of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan and any agreements relating to
it (the "Qualified Trustees"), having determined, in the exercise of reasonable
business judgment and in light of their fiduciary duties under state law and
under Section 36(a) and (b) of the Act, that there is a reasonable likelihood
that this Plan will benefit the Fund and the holders of Investor Shares, and
have approved the Plan by votes cast in person at a meeting called for the
purpose of voting on this Plan and agreements related thereto.
PLAN PROVISIONS
1. Expenditures.
(a) Amounts. The Fund is hereby authorized to expend from time to time up
to 0.25% per annum of the average daily net assets of the Fund attributable to
the Investor Shares in payment of or reimbursement for the expenses and
activities described in Section 1(b) (collectively, the "Distribution and
Service Fee").
(b) Payments by the Fund. The Distribution and Service Fee may be used to
pay for promotional, distribution and shareholder servicing activities with
respect to the Investor Shares, including without limitation:
(i) costs of preparing, printing and distributing the Fund's
prospectus, statement of additional information and reports to
prospective investors in the Investor Shares;
(ii) costs of preparing, printing and distributing sales literature
and any other forms of advertising and costs of any other
promotional activities pertaining to the Fund for the purpose
of promoting the Fund to prospective investors in the Investor
Shares; and
(iii) payment of commissions and other selling expenses to brokers
and investment advisers in consideration of promotional and
distribution efforts with respect to Investor Shares.
(c) Payments by the Adviser. Century Capital Management, Inc. is
authorized to expend any amounts of its own funds, including without limitation
from the investment advisory fee paid by the fund, for any of the purposes
described in section 1(b).
2. Term and Termination.
(a) Initial Term. This Plan shall become effective on the date the Fund
commences operations and shall continue in effect for a period of one year
thereafter unless terminated or otherwise continued or discontinued as provided
in this Plan.
(b) Continuation of the Plan. The Plan and any related agreements shall
continue in effect for successive periods of one year each after the initial
term for so long as such continuance is specifically approved at least annually
by votes of a majority of both (a) the Trustees of the Trust and (b) the
Qualified Trustees, cast in person at a meeting called for the purpose of voting
on this Plan and such related agreements.
(c) Termination of the Plan. This Plan may be terminated at any time by
vote of a majority of the Qualified Trustees, or by vote of a majority of the
outstanding voting securities of the Fund.
3. Amendments.
This Plan may not be amended to increase materially the amount of the
expenditures provided for in Section 1 hereof, unless such amendment is approved
by a vote of the majority of the outstanding Investor Shares, and no material
amendment to the Plan shall be made unless approved in the manner provided for
annual renewal in Section 2(b) hereof.
4. Independent Trustees.
While this Plan is in effect with respect to the Fund, the selection and
nomination of Trustees who are not interested persons of the Trust (as defined
in the Act) shall be committed to the discretion of the Trustees then in office
who are not interested persons.
5. Quarterly Reports.
While this plan is in effect, a person authorized to direct the
disposition of moneys paid or payable by the Fund pursuant to the Plan or any
related agreement shall provide to the Trustees, and the Trustees shall review,
at least quarterly, a written report, complying with the requirements of the
Rule, which sets out the amounts expended by the Fund under the Plan or any
related agreements and the purposes for which such expenditures were made.
6. Recordkeeping.
The Trust shall preserve copies of this Plan, any related agreements and
all reports made pursuant to Section 5 hereof for a period of not less than six
years (the first two years in an easily accessible place) from the date of this
Plan, such agreement or such report, as the case may be.
7. Agreements Related to this Plan
Agreements with persons providing distribution services to be paid for or
reimbursed under this Plan shall each provide that:
(a) The agreement will continue in effect for a period of one year and
will continue thereafter only if specifically approved by vote of a
majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, cast in person at a meting called for the
purpose of voting on the agreement;
(b) The agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of (i) the Qualified Trustees or (ii)
the outstanding voting securities of the Fund, on not more than
sixty (60) days' written notice to any other party to the agreement;
(c) The agreement will terminate automatically in the event of an
assignment; and
(d) In the event the agreement is terminated or otherwise discontinued,
no further payments will be made by the Fund after the effective
date of such action.
8. Governing Law.
This Plan shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts and the provisions of the Act.
<PAGE>
Exhibit 23(o)
CENTURY CAPITAL MANAGEMENT TRUST
CENTURY SMALL CAP SELECT FUND
MULTIPLE CLASS PLAN
(PURSUANT TO RULE 18F-3)
Adopted December 13, 1999
INTRODUCTION
Rule 18f-3 under the Investment Company Act of 1940 (the "Act") permits
investment companies to issue multiple classes of shares in accordance with a
plan (an "18f-3 Plan") setting forth the differences among each class of shares.
The following 18f-3 Plan of Century Small Cap Select Fund (the "Fund"), a series
of Century Capital Management Trust (the "Trust"), which describes the
differences between the classes of the Fund's shares, has been approved by a
majority of the Trustees of the Trust (including a majority of the
non-interested Trustees), who, after having evaluated such information and
considered such pertinent factors as they deemed necessary to an informed
evaluation of the 18f-3 Plan as to whether it should be adopted and implemented,
have determined that the 18f-3 Plan, including the expense allocation between
the classes of shares, is in the best interests of each class individually and
the Fund as a whole.
1. Class Designation. The Fund offers two classes of its shares: (i)
shares which have a minimum initial investment of $1,000 ("Investor Shares"),
and (ii) shares which have a minimum initial investment of $250,000
("Institutional Shares"). The shares of each class may be purchased at a price
equal to the next determined net asset value per share of such class.
2. Compliance with Rule 18f-3. Shares issued in classes will be issued
subject to and in accordance with the terms of Rule 18f-3 under the Act,
including, without limitation:
a. each class shall have a different arrangement for shareholder
services or the distribution of securities or both, and shall
pay all the expenses of that arrangement;
b. each class may pay a different share of other expenses, not
including advisory or custodial fees or other expenses related
to the management of the Trust's assets, if these expenses are
actually incurred in a different amount by that class, or if the
class receives services of a different kind or to a different
degree than other classes;
c. each class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its
arrangement;
d. each class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one class
differ from the interests of any other class; and
e. except as otherwise permitted under Rule 18f-3 under the Act,
each class shall have the same rights and obligations of any
other class.
3. Class Arrangements. The following summarizes the features of each
class of shares of the Fund. Additional details regarding such fees and services
are set forth in the Trust's current prospectus from time to time.
a. Investor Shares. The Investor Shares are subject to the
following fees:
(i) Maximum Redemption Fee (short-term trading fee): 0.60% of
the net asset value of Investor Shares redeemed prior to
180 days after the date of purchase.
(ii) Maximum Distribution and Service Plan Fees (Rule 12b-1
fees): 0.25% of the average daily net assets of the Fund
attributable to the Investor Shares per year.
b. Institutional Shares. The Institutional Shares are subject to
the following fees:
(i) Maximum Redemption Fee (short-term trading fee): 0.50% of
the net asset value of Institutional Shares redeemed prior
to 180 days after the date of purchase.
(ii) Distribution and Service Plan Fees (Rule 12b-1 fees):
None.
4. Conversion Feature. The Fund may convert an investor's Institutional
Shares if such investor's account falls below the then-applicable minimum
initial investment amount to be eligible to purchase Institutional Shares, or
such lower amount as set forth from time to time in the Fund's prospectus. Any
such conversion will be preceded by notice to the investor and will be effected
on the basis of the relative net asset values of Investor Shares and
Institutional Shares and without the imposition of any sales load, fee or other
charge. Otherwise, no class shall be subject to any automatic conversion
feature.
5. Exchange Privilege. Investor Shareholders and Institutional
Shareholders shall have such exchange privileges, if any, as are set forth from
time to time in the Fund's prospectus. Exchange privileges may vary among
classes.
6. Additional Information. This Plan is qualified by and subject to the
terms of the Fund's prospectus, as amended from time to time; provided, however,
that none of the terms set forth in any such prospectus shall be inconsistent
with the terms of the classes contained in this Plan. The prospectus contains
additional information about each class and the Trust's multiple class
structure.
7. Amendments. The differences between the series, including the
expense allocations, described herein may be changed, to the extent permitted by
law and the Trust's Declaration of Trust and Bylaws, by the Trustees.
8. Termination. This Plan shall continue in effect indefinitely unless
terminated by a vote of the Trustees. This Plan may be terminated at anytime by
a vote of the Trustees.
9. Governing Law. This Plan shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the applicable provisions of the
Act.
