CENTURY CAPITAL MANAGMENT TRUST, N-1A/A, 1999-10-28

CENTURY CAPITAL MANAGMENT TRUST
N-1A/A, 1999-10-28

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<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. 1 [X]
Post-Effective Amendment No. [ ]
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 1 [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.
<PAGE>

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.
<PAGE>

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 concentrate the major part of the Fund's
investments in the group of industries that participate
in the process of managing risks for people, businesses,
and institutions. The companies in this group of
industries -- the financial services and health care
industries -- 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 this group of
industries 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 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)* 1.00% 0.75%
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, market impact, and other costs associated with fluctuations in
Fund asset levels and cash flow caused by short-term shareholder trading. 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%

- ----------
** Less Fees Waived and Expenses Reimbursed 0.31% 0.31%
Net Total Annual Fund Operating Expenses 1.80% 1.45%

The Adviser has voluntarily agreed both to waive the indicated portion of its
management fee for both classes and also to reimburse certain other expenses,
with the combined result that total annual operating expenses (exclusive of
brokerage commissions, taxes, interest and litigation, indemnification and
other extraordinary expenses) will not exceed the indicated percentages.
Although these waiver and expense reimbursement arrangements may be revoked
at any time, the Adviser currently plans to continue these arrangements until
at least February 1, 2001.

***"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.

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. Although your actual 1 year 3 years
costs may be higher or lower, ------ -------
based on these assumptions Investor Shares $214 $661
your costs would be:+ Institutional Shares $179 $554

- ----------
+ Using the assumptions set forth
above, except that the Fund's net
operating expenses as set forth 1 year 3 years
in the expense table apply ------ -------
throughout the 1- and 3 year Investor Shares $183 $148
periods, your costs would be: Institutional Shares $566 $459

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 employees of the Adviser and its affiliates or related
persons.

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. No transfer of Institutional Shares may be made unless
the recipient's account value is at least $150,000 following the transfer.

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 Two Heritage Drive
North Quincy, MA 02171

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 Two Heritage Drive
North Quincy, MA 02171

for Institutional Shares:

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
1.00% of the net asset value of Investor Shares redeemed, and 0.75% 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, market impact, and other costs associated with
the fluctuation in Fund asset levels and cash flow caused by shorter term
shareholder trading. 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. The Fund also may at any time redeem your shares if you have
failed to provide required taxpayer identification number certification. 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 Two Heritage Drive Mail Stop P/5 South
North Quincy, MA 02171

for Institutional Shares:

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 ___________
<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

-----------------------------------
<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 group of industries that participate in the
process of managing risks for people, business, and institutions. The Adviser
believes that this group of industries are similar in respect of the Fund's
investment criteria and thus groups them as a single sector. This group includes
primarily the financial services, health care, and related technology and
services 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 o Century Capital Management, Inc.,
One Liberty Square Managing Director (investment
Boston, Massachusetts adviser)#
Age: 33 o Dowling & Partners Securities
LLC, Partner, Senior Analyst
(broker-dealer)

William W. Dyer, Jr.* Trustee o Century Capital Management, Inc.,
One Liberty Square 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* Chairman of the o Century Capital Management, Inc.,
One Liberty Square Trustees President and Director
Boston, Massachusetts (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 o Century Capital Management, Inc.,
One Liberty Square 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 June 30, 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 $ 250 -- $ 20,250

John E. Beard,
Trustee $ 250 -- $ 20,250

Ernest E. Monrad,
Trustee $ 250 -- $ 20,250

Michael J. Poulos,
Trustee $ 250 -- $ 20,250

Jerry S.Rosenbloom,
Trustee $ 250 -- $ 20,250

- --------
(1) Estimated to be received during the current fiscal year ended June 30, 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 July 1,
1999 and ending June 30, 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
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.

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., Two Heritage
Drive, North Quincy, 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 employees of the Adviser and
its affiliates or related persons.

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. No transfer of Institutional Shares may be made
unless the recipient's account value is at least $150,000 following the
transfer.

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 1.00% of the redemption
proceeds for Investor Shares and 0.75% 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).

FINANCIAL STATEMENTS

Financial statements are not included in this Statement of Additional
Information because the Fund has not yet completed a fiscal year of investment
operations.
<PAGE>
CENTURY SMALL CAP SELECT FUND

FUND N-1A

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) 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.

(d) Form of Investment Advisory and Management Services Agreement between
the Fund and Century Capital Management, Inc. Filed herewith.

(e) Not applicable.

(f) Not applicable.

(g) Custodian Contract. To be filed with pre-effective amendment.

(h) Transfer Agency and Service Agreement To be filed with pre-effective
amendment.

(i) Opinion of counsel as to legality of shares being registered and
consent to the use thereof. To be filed with pre-effective
amendment.

(j) Consent of certified public accountants. To be filed with
pre-effective amendment.

(k) Not applicable.

(l) Investment Letter from Century Capital Management, Inc. to the Fund.
To be filed with pre-effective amendment.

(m) Form of distribution and service plan to be adopted pursuant to Rule
12b-1. Filed as Exhibit 23(m) to the Fund's initial registration
statement filed August 27, 1999 and incorporated herein by reference.

(n) (i) Financial Data Schedule for Investor Class shares. Not applicable.

(ii) Financial Data Schedule for Institutional Class shares.
Not applicable.

(o) Form of multiple class plan to be adopted pursuant to Rule 18f-3.
Filed as Exhibit 23(o) to the Fund's initial registration statement
filed August 27, 1999 and incorporated herein by reference.

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, and the investment
adviser to, 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
three 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

SCUUL, Limited Wesley Street Director
Hamilton, Bermuda

Mutual Risk Management Ltd. 69 Front Street Director
Hamilton, Bermuda

Tempest Reinsurance Clarendon House Director
Two Church Street
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

Ladd Financial Group, Inc. 246 Park Street Director
W. Springfield, MA

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

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

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, Two Heritage Drive,
North Quincy, Massachusetts, 02171. 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.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company
Act, Registrant has duly caused this Pre-Effective Amendment No. 1 to its
Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Boston, and Commonwealth of Massachusetts on the 27th
day of October, 1999.

CENTURY CAPITAL MANAGEMENT TRUST

By: /s/ Allan W. Fulkerson
---------------------------
Allan W. Fulkerson,
Trustee
<PAGE>

CENTURY SMALL CAP SELECT FUND

EXHIBIT INDEX

Exhibit No. Description

23(d) Form of Investment Advisory and Management Services Agreement
between the Fund and Century Capital Management, Inc.

<PAGE>
Exhibit 23(d)

INVESTMENT ADVISORY AND MANAGEMENT SERVICES AGREEMENT

AGREEMENT made as of ___________, 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 include an investment performance
adjustment (if applicable) based on the twelve months ending on the date this
Agreement terminates, and 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. The Adviser is
hereby expressly put on notice of the limitations of shareholder liability and
Trustee liability, respectively, as set forth in the Trust's Declaration of
Trust or other organizational document and agrees that the obligations assumed
by the Trust pursuant to this Agreement shall be limited in all cases to the
Fund and its assets, and 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 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:
-----------------------------------
[Name]
[Title]

CENTURY CAPITAL MANAGEMENT, INC.

By:
-----------------------------------
[Name]
[Title]