<PAGE>
Registration No.
File No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [ ]
CENTURY CAPITAL MANAGEMENT TRUST
(Exact Name of Registrant as Specified in Charter)
C/O CENTURY CAPITAL MANAGEMENT, INC.
ONE LIBERTY SQUARE, BOSTON, MASSACHUSETTS 02109
(Address of Principal Executive Offices) (Zip Code)
(617) 482-3060
(Registrant's Telephone Number, including Area Code)
RICHARD F. COOK, JR.
CENTURY CAPITAL MANAGEMENT, INC.
ONE LIBERTY SQUARE, BOSTON, MASSACHUSETTS 02109
(Name and Address of Agent for Service)
with copies to:
MATTHEW C. DALLETT, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MASSACHUSETTS 02109
Approximate Date of Proposed Public Offering
As soon as practicable after effective date of registration statement
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The registrant hereby undertakes that it will amend the registration statement
on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), shall determine.
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The information in this Prospectus is not complete and may be changed. We may
not sell any shares of the Fund until the Registration Statement filed with
the Securities and Exchange Commission, of which this Prospectus is a
part, is effective. This Prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any State where the
offer or sale is not permitted.
CENTURY SMALL CAP SELECT FUND
_________ __, 1999
The investment objective of Century Small Cap Select Fund is long-term capital
growth. The Fund seeks to achieve this objective by investing primarily in a
diversified portfolio of equity securities of smaller companies that exhibit
attractive growth and valuation characteristics.
The United States Securities and Exchange Commission has not approved or
disapproved these securities or passed on the adequacy of this Prospectus.
Any contrary representation is a criminal offense.
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INFORMATION IN THIS PROSPECTUS
Page
Important Information About the Fund ...................................... 3
Investment Objective ................................................ 3
Principal Investment Strategies ..................................... 3
Principal Investment Risks .......................................... 5
Fund Performance .................................................... 7
Fund Fees and Expenses .............................................. 8
Management of the Fund .................................................... 9
Shareholder Information ................................................... 10
Pricing of Fund Shares .............................................. 10
Purchasing Shares ................................................... 10
Redeeming Shares .................................................... 12
Shareholder Account ................................................. 14
Dividends and Distributions ......................................... 14
Tax Consequences .................................................... 15
Distribution Arrangements ................................................. 15
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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
earnings, dividends or book value. The Adviser focuses
specifically upon the quality of management and other
factors affecting growth potential, financial strength
and fundamental value. The Adviser's investment
strategies emphasize the following:
o Fundamental research - While the Adviser identifies
current investment themes or trends, and sets regional
and industry allocations, it primarily follows a
"bottom-up" approach to portfolio construction,
including conducting face-to-face meetings with
company managements, and emphasizing 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 believes
it is uniquely positioned to utilize proprietary
research and industry relationships to identify
companies at attractive points in a growth cycle.
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, and/or
sustainable/improving profit margins
- 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, rather than
quarterly earnings.
o Tax efficiency - The Adviser seeks to maximize
after-tax total return in the context of its other
objectives.
The Adviser expects that the major part of the Fund's
investments will be concentrated in companies that
participate in the process of managing risks for people,
businesses, and institutions. These companies address
individual and business needs relating to retirement,
health, life cycle and other demographic issues, or they
seek to increase the efficiency of companies addressing
those needs. The Adviser believes that these "risk
management" businesses represent segments of the economy
that are growing rapidly in size and importance with
changes in global commerce and population demographics.
o These businesses include insurance, financial
management and planning, banking, worksite marketing,
and transaction processing companies and health
maintenance organizations (HMOs) and other providers
specializing in wellness, prevention, retirement and
life cycle issues, as well as outsourcing services and
data and financial transaction processing companies.
o As they focus on addressing changing needs, risk
management businesses in the financial services,
health care, and related technology and services
fields present increasingly similar investment
characteristics.
o Changes contributing to the growth of these segments
of the economy include:
- globalization of financial markets, including
deregulation and privatization,
- population aging/longevity and the demands on
retirement planning, long-term care, and
government entitlement programs, and
- technology and its influence on business
decisions, dissemination and control of
information and individuals' health, lifestyle
and demographic changes.
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.
Fund assets also may be invested in larger companies,
in American Depositary Receipts (ADRs), European
Depositary Receipts (EDRs), and other equity
securities of foreign issuers, and in debt securities.
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. In addition to the general risks
described above, 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 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.
- --------------------------------------------------------------------------------
The Fund currently offers two classes of shares, Investor Shares and
Institutional Shares. The Investor Shares have a minimum initial investment of
$1,000 and are subject to additional expenses for distribution and service
costs; the Institutional Shares have a minimum initial investment of $250,000.
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 small-
to medium-sized 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. A discussion of Fund performance will be
included in the Fund's annual reports to shareholders beginning after its first
fiscal year. The Fund will provide a copy of the annual report to shareholders
and, upon request and without charge, to each person to whom this Prospectus is
delivered. 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 (short-term trading fee)* 1.00% 0.75%
o Exchange Fee NONE NONE
* The Fund will deduct a short-term trading fee from the redemption proceeds if
you sell your shares within 180 days of their acquisition. The fee is the
specified percentage of the net asset value of the shares redeemed; it is
retained by the Fund for the shareholders' benefit (and does not accrue to the
Adviser) and is designed 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.
Annual Fund Operating Expenses
(expenses that are deducted from
Fund assets): Investor Shares Institutional Shares
--------------- --------------------
o Management Fees 1.10%** 1.10%**
o Distribution and Service (12b-1) Fees 0.25% NONE
o Other Expenses*** 1.42% 1.11%
o Total Annual Fund Operating Expenses 2.77% 2.21%
** The management fee, payable to the Adviser on a monthly basis, is 0.95% of
average daily net assets per annum. Beginning with the thirteenth calendar
month of Fund operations and monthly thereafter, this fee will be increased
or decreased by not more than 0.15% depending on the investment performance
of the Fund relative to the investment record of the Lipper Small Cap Index
over the preceding twelve months. The Adviser expects in the first fiscal
year of operation to waive, and thereafter may from time to time waive,
all or a portion of the management fee and, if it does so, may discontinue
the waiver at any time.
*** "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 $280 $859
your costs would be: Institutional Shares $214 $661
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. Beginning with the thirteenth full
calendar month of Fund operations, and for each month thereafter, the basic fee
may be increased or decreased, depending on how well the Fund has performed
relative to the total return of the Lipper Small Cap Index over the prior year.
If the Fund's total return over the year exceeded the Index by more than 2.0%,
the basic fee will be increased by an amount equal to 0.15% per annum for the
month. If the Fund's total return trailed the Index by more than 2.0%, the basic
fee will be decreased by an amount equal to 0.15% per annum for the month.
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 you place 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. 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.
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
shareholder who initially purchases Investor Shares may convert them to
Institutional Shares at any time when the total account value equals or exceeds
$250,000.
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:
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 2 Heritage Drive
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 # ________________
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," banks, 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 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:
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 2 Heritage Drive
North Quincy, MA 02171
In your written request, you must (1) indicate the number of shares or dollar
amount to be redeemed, (2) provide your shareholder account number, and (3) have
each record owner sign the request exactly as the shares are registered (e.g., a
trustee or custodian must sign as such). The Fund does not permit redemption by
telephone, fax, or email. You also may redeem shares through intermediaries as
described above in "Purchase of Fund Shares."
Redemption orders are processed at the net asset value per share next
computed after receiving your order in good form. The price you receive in a
redemption may be more or less than the price you paid when you purchased your
shares and may result in a taxable capital gain or loss.
Required Documentation. Certain redemption requests must include a
signature guarantee, which is an established commercial practice designed to
protect you and the Fund from fraud. You must include a signature guarantee if:
(1) you wish to sell more than $10,000 worth of shares, (2) you wish to have the
redemption proceeds sent to an address different than that registered in your
account, (3) you have changed your registered address within the last 60 days,
or (4) you wish to have the redemption proceeds made payable to a person who is
not the registered account owner. The signature guarantee must apply to the
signature of each record owner on your account. You may obtain a signature
guarantee from a participant in the Medallion signature guarantee program, such
as a bank, credit union, or securities broker-dealer. A notary public cannot
provide a signature guarantee.
Shares owned by corporations, trusts, partnerships, estates or other
entities are subject to special rules regarding documentation required for
redemption. These shareholders should call the Fund at 800-303-1928 or
617-482-3060 to obtain specific instructions for their situation.
Payment for Redeemed Shares. Your redemption will be paid by a check drawn
on the Boston bank account of the Fund. This check will normally be sent to you
not later than seven days from the effective redemption date. The Fund may, in
the exercise of its sole discretion, make payment by an alternative method.
If you redeem shares within 180 days of their acquisition, the Fund will
deduct a redemption fee from the proceeds payable to you. The redemption fee is
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, 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 within 15 days of the purchase date, the
Fund may delay payment of the redemption proceeds to you. The delay allows the
Fund to verify that payment for the recently purchased shares has been received
and collected.
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:
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 2 Heritage Drive
North Quincy, MA 02171
DIVIDENDS AND DISTRIBUTIONS
The Fund distributes annually to shareholders its net investment income in
the form of income dividends. Net investment income represents the dividends,
interest and other income earned from its investments, less its expenses. The
Fund will make income dividend payments at least annually.
The Fund also distributes annually to shareholders its net realized
capital gains in the form of capital gain distributions. These distributions
represent capital gains realized by the Fund on its investments, less any
capital losses.
The Fund will reinvest your income dividends and capital gain
distributions in additional shares of the Fund unless you choose one of the
following options:
o Income Option - you will receive income dividends in cash and have
capital gain distributions reinvested; or
o Cash Option - you will receive both income dividends and capital
gain distributions in cash.
You should indicate your choice in the Application you complete with your
initial share purchase. You may change your choice at any time by writing the
Fund.
TAX CONSEQUENCES
If your shares are not held in a tax-advantaged retirement account, you
should be aware of the following federal tax implications of investing in the
Fund.
Income dividends and capital gains distributions are generally subject to
federal income tax, and may also be subject to state or local taxes. Capital
gain distributions may be taxable at different rates, depending on the length of
time the Fund holds its assets. At the present time, for federal tax purposes
both income dividends and short-term capital gains distributions are taxable to
you as ordinary income. Long-term capital gain distributions are generally
taxable to you as long-term capital gains regardless of the length of time you
have owned Fund shares. Any taxable distributions you receive will generally be
taxable whether you receive them in cash or reinvest them in shares of the Fund.
o If you purchase shares of the Fund shortly before a distribution,
you will be "buying a dividend" and you will effectively receive
back a portion of your investment in the form of a taxable income
dividend or capital gains distribution.
When you redeem shares, including for purposes of purchasing shares in any
other mutual fund managed by the Adviser, you may realize a taxable capital gain
or loss for federal income tax purposes. You will realize a taxable capital gain
if the price you receive on redemption is greater than the cost of the shares
that you redeem.
This is only a summary of certain federal income tax consequences. You
should consult your tax adviser about state and other taxes, as well as your
particular tax situation.
DISTRIBUTION ARRANGEMENTS
DISTRIBUTION AND SERVICE (12B-1) PLAN
The Fund has adopted a Distribution and Service Plan for the Investor
Shares to pay certain distribution and other expenses, such as for advertising,
compensation of brokers and others for selling Investor Shares, printing and
mailing prospectuses other than to existing shareholders, preparing, printing
and mailing sales literature, and providing certain services to Investor class
shareholders. The asset-based fee increases the Investor class expenses by up to
0.25% of the net assets of that class per year. Because these fees are paid out
of the Fund's assets on an ongoing basis, over time, these fees will increase
the cost of an investment in Investor Shares and may ultimately cost you more
than other types of sales charges. There are no comparable fees paid by the
Institutional Shares.
* * * * *
A table of "Financial Highlights" is not included in this Prospectus
because the Fund has not yet completed a fiscal year of investment operations.
<PAGE>
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 ........................................ 11
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 additional information about the 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 "equity equivalents." 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, 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.
Loans of Portfolio Securities. 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.
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.
Fundamental Policies. 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") 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 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 include borrowing
money, reverse repurchase agreements, delayed-delivery and when-issued
arrangements for portfolio securities transactions.
Concentration. As described in the Prospectus, the Adviser expects that
the major part of the Fund's investments will be concentrated in companies that
participate in the process of managing risks for people, business, and
institutions. These companies may be in a variety of industries, but will
primarily be in the financial services, health care, and related technology and
services fields. 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: 65 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 Fund,
50 Congress Street Chairman of the Trustees
Boston, Massachusetts (investment company)
Age: 66 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 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 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 EXPENSES (1) TRUSTEES
--------------- ------------- ------------ -----------
William O. Bailey, --
Trustee $ ____ $ ____
John E. Beard, --
Trustee $ ____ $ ____
Ernest E. Monrad, --
Trustee $ ____ $ ____
Michael J. Poulos, --
Trustee $ ____ $ ____
Jerry S.Rosenbloom, --
Trustee $ ____ $ ____
- --------
(1) The Fund neither sponsors nor pays pension or retirement benefits to
Trustees or officers of the Fund.
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.
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. Beginning with the thirteenth full
calendar month of Fund operations, and for each month thereafter, the basic fee
may be increased or decreased, depending on how well the Fund has performed
relative to the total return of the Lipper Small Cap Index over the prior twelve
months. If the Fund's total return over the year exceeded the Index by more than
2.0%, the basic fee will be increased by an amount equal to 0.15% per annum for
the month. If the Fund's total return trailed the Index by more than 2.0%, the
basic fee will be decreased by an amount equal to 0.15% per annum for the month.
The amount of any performance adjustment shall be determined at the end of each
month beginning with the twelfth full calendar month of operations. Any
adjustment will be accrued daily over the following month in an amount
determined by dividing 0.15% by 12 and then by the number of days in that month
and applying the result to the Fund's daily net assets for that month.
The following table shows the fee rates that would be applicable based on
the relative performance of the Fund and the Index during any 12-month period:
Fund Performance Management Fee Rate
(net of fees and expenses) (per annum, as a % of net assets)
-------------------------- ---------------------------------
Exceeds Index by more than 2% 1.10%
Exceeds Index by 2% or less 0.95%
Equals Index 0.95%
Trails Index by 2% or less 0.95%
Trails Index by more than 2% 0.80%
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, through its subsidiary Boston Financial Data Services, Inc., 2 Heritage
Drive, North Quincy, Massachusetts, acts as the Fund's transfer agent and
dividend paying agent.
Custodian. State Street Bank and Trust Company, 2 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, banks, 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. If the value of an Institutional
Shareholder's account falls below $150,000 following any redemption, the entire
account will thereupon be converted to Investor Shares. A shareholder who
initially purchases Investor Shares may convert them to Institutional Shares at
any time when the total account value equals or exceeds $250,000.
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 would receive that value as
the purchase price per share. (The agent would then segregate any orders
received after the daily computation and transmit those separately to the Fund
for execution at the net asset value as determined at the end of the next
trading 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 herewith.
(b) By-Laws dated August 27, 1999. Filed herewith.
(c) Not applicable.
(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 herewith.
(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 herewith.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
There are no subsidiaries of, or other persons controlled by, the Fund. The
following persons may be deemed to be under common control with the Fund as a
result of direct or indirect control by shareholders of Century Capital
Management, Inc. (CCM). CCM is the investment adviser to the Fund.
State of
Person Organization Basis of Control
- ------ ------------ ----------------
Century Capital Management, Inc. MA Ownership of more than 25% of
voting stock by Allan W.
Fulkerson, a Trustee of the
Fund.
Century Shares Trust MA Century Capital Management,
Inc. is the investment
adviser of Century Shares
Trust.
CCM Ventures, L.P. DE Century Capital Management,
Inc. is the general partner
of CCM Ventures, L.P.
CCP Capital, Inc. MA Ownership of more than 25% of
voting stock by each of
Messrs. Fulkerson and William
W. Dyer, Jr., a Trustee of
the Fund.
CCP Capital II, LLC DE Ownership of more than 25% of
managing member interests by Mr.
Fulkerson and affiliates.
Massachusetts Fiduciary MA Ownership of more than 25% of
Advisors, Inc. voting stock by Mr. Fulkerson.
MFA-MASTERS Limited Partnership MA Massachusetts Fiduciary
Advisors, Inc. is the general
partner of MFA-MASTERS
Limited Partnership.
ISF Limited Partnership MD Century Capital Management,
Inc. is the general partner
of, 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
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, State Street Bank and Trust
Company, One Heritage Drive, North Quincy, Massachusetts, 02171, and/or its
principal transfer agent and dividend paying agent, Boston Financial Data
Services, Two Heritage Drive, North Quincy, Massachusetts, 02171. Boston
Financial Data Services, as the Fund's transfer agent, maintains 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 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 August, 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(a) Declaration of Trust dated August 27, 1999.
23(b) By-Laws dated August 27, 1999.
23(d) Form of Investment Advisory and Management Services Agreement
between the Fund and Century Capital Management, Inc.
23(m) Form of distribution and service plan to be adopted pursuant to
Rule 12b-1.
23(o) Form of multiple class plan to be adopted pursuant to Rule 18f-3.
<PAGE>
Exhibit 23(a)
AGREEMENT AND DECLARATION OF TRUST
OF CENTURY CAPITAL MANAGEMENT TRUST
THIS AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts,
this 27th day of August, 1999 by the Trustees hereunder, and, as provided in
Article III, Section 5 hereof, by the holders of shares of beneficial interest
to be issued as hereinafter provided.
WITNESSETH that
WHEREAS, this Trust has been formed to carry on the business of an
investment company; and
WHEREAS, the Trustees from time to time have agreed to manage all
property coming into their hands as trustees of a Massachusetts business trust
in accordance with the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets, which they may from time to time acquire in
any manner as Trustees hereunder, IN TRUST to manage and dispose of the same
upon the following terms and conditions for the pro rata benefit of the holders
from time to time of Shares in this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
NAME
Section 1. This Trust shall be known as Century Capital Management
Trust and the Trustees shall conduct the business of the Trust under that name
or any other name as they may from time to time determine.
DEFINITIONS
Section 2. Whenever used herein, unless otherwise required by the
context or specifically provided:
(a) The "Trust" refers to the Massachusetts business trust established
by this Agreement and Declaration of Trust, as amended from time to time;
(b) "Trustees" refers to the Trustee(s) of the Trust named herein or
elected in accordance with Article IV;
(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided from
time to time or, if more than one series of Shares is authorized by the
Trustees, the equal proportionate units into which each series of Shares shall
be divided from time to time or, if more than one class of Shares of any series
is authorized by the Trustees, the equal proportionate units into which each
class of such series of Shares shall be divided from time to time;
(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of 1940, as
modified by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretative releases of the Commission
thereunder, all as amended from time to time;
(f) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Principal Underwriter" and "Majority Shareholder Vote"
(the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the
1940 Act, whichever may be applicable) shall have the meanings given them in the
1940 Act;
(g) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time; and
(h) "By-Laws" shall mean the By-Laws of the Trust, as amended or
restated from time to time.
ARTICLE II
PURPOSE
The purpose of the Trust is to provide investors a managed investment
primarily in securities, commodities and debt instruments.
ARTICLE III
SHARES
DIVISION OF SHARES INTO SERIES AND CLASSES
Section 1. The Trustees may, in their discretion, from time to time,
without the need for approval of Shareholders authorize the division of Shares
into one or more series, and the different series shall be established and
designated, and the variations in the relative rights, privileges and
preferences as between the different series shall be fixed and determined by
resolution of the Trustees upon and subject to the following provisions:
(a) All Shares shall be identical except that there may be such
variations as shall be fixed and determined by the Trustees between different
series as to purchase price, right of redemption and the price, terms and manner
of redemption, and special and relative rights as to dividends and on
liquidation and except as set forth in Section 1(h) of this Article III.
(b) The number of authorized Shares and the number of Shares of each
series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any series into one or more series that may be established and designated from
time to time. The Trustees may hold as treasury shares (of the same or some
other series), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any series reacquired by the Trust at their
discretion from time to time.
(c) All consideration received by the Trust for the issuance or sale of
Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income and earnings thereon,
profits therefrom, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the rights
of creditors of such series, and shall be so recorded upon the books of account
of the Trust. In the event that there are any assets, income, earnings, profits,
proceeds, funds or payments which are not readily identifiable as belonging to
any particular series, the Trustees shall allocate them to and among any one or
more of the series established and designated from time to time in such manner
and on such basis as the Trustees, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders of all series for all purposes. No Shareholder of any
particular series shall have any claim on or right to any assets allocated or
belonging to any other series of Shares.
(d) The assets belonging to each particular series shall be charged
with the liabilities of the Trust in respect of that series and all expenses,
costs, charges and reserves attributable to that series, and any general
liabilities, expenses, costs, charges or reserves of the Trust that are not
readily identifiable as belonging to any particular series shall be allocated
and charged by the Trustees to and among any one or more of the series
established and designated from time to time in such manner and on such basis as
the Trustees, in their sole discretion, deem fair and equitable. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all series for all purposes. The
Trustees shall have full discretion, to the extent not inconsistent with the
1940 Act, to determine which items shall be treated as income and which items as
capital; and each such determination and allocation shall be conclusive and
binding upon the Shareholders. In no circumstances shall the assets allocated or
belonging to any particular series be charged with liabilities, expenses, costs,
charges or reserves attributable to any other series. All persons who have
extended credit that has been allocated to a particular series, or who have a
claim or contract which has been allocated to any particular series, shall look
only to the assets of that particular series for payment of such credit, claim
or contract.
(e) The power of the Trustees to invest and reinvest the Trust Property
allocated or belonging to any particular series shall be governed by Article IV,
Section 3 hereof unless otherwise provided by the Trustees at the time of
establishing such series or thereafter.
(f) Each Share of a series shall represent a beneficial interest in the
net assets allocated or belonging to such series only, and such interest shall
not extend to the assets of the Trust generally. Dividends and distributions on
Shares of a particular series may be paid with such frequency as the Trustees
may determine, which may be monthly or otherwise, pursuant to a standing vote or
votes adopted only once or with such frequency as the Trustees may determine, to
the Shareholders of that series only, from such of the income and capital gains,
accrued or realized, from the assets belonging to that series, as the Trustees
may determine, after providing for actual and accrued liabilities belonging to
that series. All dividends and distributions on Shares of a particular series
shall be distributed pro rata to the Shareholders of that series in proportion
to the number of Shares of that series held by such Shareholders at the date and
time of record established for the payment of such dividends or distributions.
Shares of any particular series of the Trust may be redeemed solely out of Trust
property allocated or belonging to that series. Upon liquidation or termination
of a series of the Trust, Shareholders of such series shall be entitled to
receive a pro rata share of the net assets of such series only.
(g) At any time that there are no Shares outstanding of any particular
series previously established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that series and the establishment
and designation thereof.
(h) Notwithstanding anything in this Declaration to the contrary, the
Trustees may, in their discretion, from time to time, without the need for
approval of Shareholders, authorize the division of Shares of any series into
Shares of one or more classes or subseries of such series. All Shares of a class
or a subseries shall be identical with each other and with the Shares of each
other class or subseries of the same series, except that the Trustees may
provide for such variations between classes or subseries as may be permitted
under the 1940 Act or pursuant to any exemptive order issued by the Commission.
OWNERSHIP AND TRANSFER OF SHARES
Section 2. The ownership of Shares shall be recorded on the books of
the Trust or its transfer or similar agent. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the transfer of Shares and
similar matters. The record books of the Trust as kept by the Trust or any
transfer or similar agent of the Trust, as the case may be, shall be conclusive
as to who are the Shareholders of each series and class and as to the number of
Shares of each series and class held from time to time by each Shareholder.
Section 3. Shares shall be transferable on the records of the Trust
only by the record holder thereof or by his or her agent thereunto authorized in
writing, upon delivery to the Trustees or the transfer or similar agent, of a
duly executed instrument of transfer together with any certificate or
certificates (if issued) for such Shares and such evidence of the genuineness of
each such execution and authorization and of other matters as may reasonably be
required. Upon such delivery the transfer shall be recorded on the books of the
Trust. Until such record is made, the Shareholder of record shall be deemed to
be the holder of such Shares for all purposes hereunder and neither the Trustees
nor any transfer or similar agent or registrar nor any officer, employee or
agent of the Trust shall be affected by any notice of the proposed transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the books of the Trust as the holder of such Shares
upon production of the proper evidence thereof to the Trustees, or the transfer
or similar agent; but until such record is made, the Shareholder of record shall
be deemed to be the holder of such Shares for all purposes hereunder and neither
the Trustees nor any transfer or similar agent or registrar nor any officer or
agent of the Trust shall be affected by any notice of such death, bankruptcy or
incompetence, or other operation of law.
INVESTMENTS IN THE TRUST
Section 4. The Trustees shall accept investments in the Trust from such
persons and on such terms and, subject to any requirements of law, for such
consideration, which may consist of cash or tangible or intangible property or a
combination thereof, as they may, from time to time, authorize.
NO PREEMPTIVE RIGHTS
Section 5. Shareholders shall have no preemptive or other right to
receive, purchase or subscribe for any additional Shares or other securities
issued by the Trust.
STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
Section 6. Shares shall be deemed to be personal property having only
the rights provided in this instrument. Every Shareholder by virtue of having
become a Shareholder shall be held to have expressly assented and agreed to the
terms hereof and to have become a party hereto. The death of a Shareholder
during the continuance of the Trust shall not operate to terminate the same nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in a court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole or any part of the
Trust property or right to call for a partition or division of the same or for
an accounting. A trust is created hereby, and not a partnership or any other
form of legal relationship, and the ownership of Shares shall not constitute the
Shareholders partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust, shall have any power to bind personally any
Shareholder, nor except as specifically provided herein to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever other
than such as the Shareholder may at any time personally agree to pay.
NOTICES
Section 7. Any and all notices to which any Shareholder may be entitled
and any and all communications shall be deemed duly served or given if mailed,
postage prepaid, addressed to any Shareholder of record at his or her last known
address as recorded on the register of the Trust.
ARTICLE IV
THE TRUSTEES
ELECTION
Section 1. The number of Trustees shall be fixed by a majority of the
Trustees, except that, following any sale of Shares pursuant to a public
offering, there shall be not less than three Trustees. Any vacancies occurring
in the Board of Trustees may be filled by the Trustees if, immediately after
filling any such vacancy, at least two-thirds (or such lesser or greater
proportion as shall then be required by the 1940 Act) of the Trustees then
holding office shall have been elected to such office by the Shareholders. In
the event that at any time less than a majority (or such lesser or greater
proportion as shall then be required by the 1940 Act) of the Trustees then
holding office were elected to such office by the Shareholders, the Trustees
shall call a meeting of Shareholders for the purpose of electing Trustees.
Subject to the provisions of Section 16(a) of the 1940 Act, the
Trustees shall hold office during the lifetime of this Trust and until its
termination as hereinafter provided; except that (a) any Trustee may resign his
or her trust (without need for prior or subsequent accounting) by an instrument
in writing signed by him or her and delivered to the other Trustees, which shall
take effect upon such delivery or upon such later date as is specified therein;
(b) any Trustee may be removed with cause, at any time by written instrument
signed by at least two-thirds of the remaining Trustees, specifying the date
when such removal shall become effective; (c) any Trustee who has attained a
mandatory retirement age established pursuant to any written policy adopted from
time to time by at lest two-thirds of the Trustees shall, automatically and
without action of such Trustee or the remaining Trustees, be deemed to have
retired in accordance with the terms of such policy, effective as of the date
determined in accordance with such policy; (d) any Trustee who has become
incapacitated by illness or injury as determined by a majority of the other
Trustees, may be retired by written instrument signed by a majority of the other
Trustees, specifying the date of his or her retirement; and (e) a Trustee may be
removed at any meeting of Shareholders by a vote of two-thirds of the
outstanding Shares. For purposes of the foregoing clause (b), the term "cause"
shall include, but not be limited to, willful misconduct, dishonesty, fraud, a
felony conviction, or failure to comply with such written policies as may from
time to time be adopted by at least two-thirds of the Trustees with respect to
the conduct of Trustees and attendance at meetings. Upon the resignation,
retirement or removal of a Trustee, or his or her otherwise ceasing to be a
Trustee, he or she shall execute and deliver such documents as the remaining
Trustees shall require for the purpose of conveying to the Trust or the
remaining Trustees any Trust property held in the name of the resigning,
retiring or removed Trustee. Upon the incapacity or death of any Trustee, his or
her legal representative shall execute and deliver on his or her behalf such
documents as the remaining Trustees shall require as provided in the preceding
sentence.
The initial Trustee(s), each of whom shall serve until the first
meeting of Shareholders at which Trustees are elected and until his or her
successor is elected and qualified, or until he or she sooner dies, resigns or
is removed, shall be Allan W. Fulkerson and such other persons, if any, as the
Trustee or Trustees then in office shall, prior to any sale of Shares pursuant
to a public offering, appoint.
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
Section 2. The death, resignation, retirement, removal or incapacity of
the Trustees, or any one of them, shall not operate to annul the Trust or to
revoke any existing agency created pursuant to the terms of this Declaration of
Trust.
POWERS
Section 3. Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Trustees, and they shall have all
powers necessary or convenient to carry out that responsibility. Without
limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with
this Declaration of Trust providing for the conduct of the business of the Trust
and may amend and repeal them to the extent that such By-Laws do not reserve
that right to the Shareholders; they may fill vacancies in their number,
including vacancies resulting from increases in their number, and may elect and
remove such officers and appoint and terminate such agents as they consider
appropriate; they may appoint from their own number, and terminate, any one or
more committees consisting of two or more Trustees, including an executive
committee which may, when the Trustees are not in session, exercise some or all
of the power and authority of the Trustees as the Trustees may determine; they
may appoint an advisory board, the members of which shall not be Trustees and
need not be Shareholders; they may employ or contract with one or more
custodians of the assets of the Trust, authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a system or
systems for the central handling of securities, retain a transfer agent or a
Shareholder services agent, or both, provide for the distribution of Shares by
the Trust, through one or more principal underwriters or otherwise, set record
dates for the determination of Shareholders with respect to various matters, and
in general delegate such authority as they consider desirable to any officer of
the Trust, to any committee of the Trustees and to any agent or employee of the
Trust or to any such custodian or underwriter; they may determine and change the
fiscal year of the Trust and the method by which its accounts are kept; they may
set record dates for any purpose; they may set apart, from time to time, out of
any funds of the Trust a reserve or reserves for any proper purpose, and abolish
such reserves.
The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders. The Trustees shall have full
power and authority to do any and all acts and to make and execute any and all
contracts and instruments that they may consider necessary or appropriate in
connection with the management of the Trust.
Without limiting the foregoing, the Trustees shall have power and authority:
(a) To invest reinvest, purchase or otherwise acquire, own, hold,
pledge, sell, assign, transfer, exchange, distribute, lend or otherwise deal in
or dispose of cash, any form of gold or other precious metal, commodity
contracts, any form of option contract, contracts for the future acquisition or
delivery of fixed income or other securities, shares of, or any other interest
in, any investment company as defined in the 1940 Act, and securities and
related derivatives of every nature and kind, including, without limitation, all
types of bonds, debentures, stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or indebtedness,
commercial paper, repurchase agreements, bankers acceptances, and other
securities of any kind, issued, created, guaranteed or sponsored by any and all
persons;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the Trust;
(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
respect to securities or property as the Trustees shall deem proper;
(d) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the name
of the Trustees or of the Trust or in the name of a custodian, subcustodian or
other depository or a nominee or nominees or otherwise subject in each such case
to proper safeguards according to the usual practices of Massachusetts trust
companies or investment companies;
(f) Subject to the provisions of Article III, Section 3, to allocate
assets, liabilities and expenses of the Trust to a particular series of Shares
or to apportion the same among two or more series, provided that any liabilities
or expenses incurred by a particular series of Shares shall be payable solely
out of the assets of that series; and to the extent necessary or appropriate to
give effect to the preferences and special or relative rights and privileges of
any classes of Shares, to allocate assets, liabilities, income and expenses of a
series to a particular class of Shares of that series or to apportion the same
among two or more classes of Shares of that series;
(g) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security of which is
or was held in the Trust; to consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the Trust;
(h) To join with other security holders in acting through a committee,
depository, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depository or
trustee, and to delegate to them such power and authority with respect to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper;
(i) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust on any matter in controversy, including but not limited to
claims for taxes;
(j) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(k) To borrow funds;
(l) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or all of such obligations;
(m) To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or managers, principal
underwriters or independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action alleged to
have been taken or omitted by any such person as Shareholder, Trustee, officer,
employee, agent, investment adviser or manager, principal underwriter or
independent contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust would have the
power to indemnify such person against such liability;
(n) To pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust;
(o) To definitively interpret the investment objectives, policies and
limitations of the Trust or any series; and
(p) To carry on any other business in connection with or incidental to
any of the foregoing powers, to do everything necessary, proper or desirable for
the accomplishment of any purpose or the attainment of any object or the
furtherance of any power herein before set forth, and to do every other act or
thing incidental or appurtenant to or connected with the aforesaid purposes,
objects or powers.
The Trustees shall not be limited to investing in securities or
obligations maturing before the possible termination of the Trust, nor shall the
Trustees be limited by any law limiting the investments which may be made by
fiduciaries.
Notwithstanding any other provision of this Declaration of Trust to the
contrary, the Trustees shall have the power in their discretion without any
requirement of approval by Shareholders to either invest all or a portion of the
Trust property, or sell all or a portion of the Trust property and invest the
proceeds of such sales, in one or more investment companies to the extent not
prohibited by the 1940 Act.
The Trustees shall have power to collect all property due to the Trust;
to pay all claims, including taxes, against the Trust property; to prosecute,
arbitrate, defend, compromise or abandon any claims relating to the Trust
property; to foreclose any security interest securing any obligations, by virtue
of which any property is owed to the Trust; and to enter into releases,
agreements and other instruments.
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. Except as otherwise
provided herein or from time to time in the By-Laws, any action to be taken by
the Trustees may be taken by a majority of the Trustees present at a meeting of
the Trustees (a quorum being present), within or without Massachusetts,
including any meeting held by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting, or by written consents signed
by a majority of the Trustees then in office.
Any action which may be taken by the Trustees under this Declaration of
Trust or the By-Laws may be taken by the description thereof in the then
effective Prospectus and/or Statement of Additional Information relating to the
Shares under the Securities Act of 1933, as amended, or in any proxy statement
of the Trust rather than by formal resolution of the Trustees.
PAYMENT OF EXPENSES BY TRUST
Section 4. The Trustees are authorized to pay or to cause to be paid
out of the principal or income of the Trust, or partly out of principal and
partly out of income, as they deem fair, all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust, or in connection
with the management thereof, including, but not limited to, the Trustees'
compensation and such expenses and charges for the services of the Trust's
officers, employees, investment adviser or manager, principal underwriter,
auditor, counsel, custodian, transfer agent, Shareholder services agent and such
other agents or independent contractors, and such other expenses and charges, as
the Trustees may deem necessary or proper to incur, provided, however, that all
expenses, fees, charges, taxes and liabilities incurred or arising in connection
with a particular series of Shares, as determined by the Trustees, shall be
payable solely out of the assets of that series.
OWNERSHIP OF ASSETS OF THE TRUST
Section 5. Title to all of the assets of each series of Shares and of
the Trust shall at all times be considered as vested in the Trustees.
ADVISORY, MANAGEMENT AND DISTRIBUTION
Section 6. The Trustees may, at any time and from time to time,
contract for exclusive or nonexclusive investment advisory and/or management
services with Century Capital Management, Inc., a Massachusetts corporation, or
with any other corporation, trust, company or other organization (the
"Adviser"), and with other corporations, trusts, companies or other
organizations recommended by the Adviser to manage the portfolio securities of a
series ("Portfolio Managers"), every such contract to comply with such
requirements and restrictions as may be set forth in the By-Laws; and any such
contract shall, to the extent required by the 1940 Act, be subject to a
favorable Majority Shareholder Vote and may contain such other terms
interpretive of or in addition to said requirements and restrictions as the
Trustees may determine, including, without limitation, authority to determine
from time to time what investments shall be purchased, held, sold or exchanged
and what portion, if any, of the assets of the Trust shall be held uninvested,
and to make changes in the Trust's investments. The Trustees may also, at any
time and from time to time, contract with the Adviser or any other corporation,
trust, company or other organization for administrative services, or appoint the
Adviser or such other corporation, trust, company or other organization
exclusive or nonexclusive distributor or principal underwriter for the Shares,
every such contract to comply with such requirements and restrictions as may be
set forth in the By-Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and restrictions as the
Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager, adviser,
principal underwriter or distributor or agent of or for any corporation, trust,
association or other organization, or of or for any parent or affiliate of any
organization, with which an advisory or management contract, or principal
underwriter's or distributor's contract, or transfer, shareholder services or
other agency contract may have been or may hereafter be made, or that any
organization, or any parent or affiliate thereof, is a Shareholder or has an
interest in the Trust, or that
(ii) any corporation, trust, association or other organization with
which an advisory or management contract or principal underwriter's or
distributor's contract, or transfer, Shareholder services or other agency
contract may have been or may hereafter be made also has an advisory or
management contract, or principal underwriter's or distributor's contract, or
transfer, shareholder services or other agency contract with one or more other
corporations, trusts, associations or other organizations, or has other business
or interests
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
PRINCIPAL TRANSACTIONS
Section 7. Except in transactions permitted by the 1940 Act, or any
order of exemption issued by the Commission, the Trustees shall not, on behalf
of the Trust, buy any securities (other than Shares) from or sell any securities
(other than Shares) to, or lend any assets of the Trust to, any Trustee or
officer of the Trust or any firm of which any such Trustee or officer is a
member acting as principal, or have any such dealings with any investment
adviser, administrator, shareholder servicing agent, custodian (other than
repurchase agreements), distributor or transfer agent or with any Interested
Person of such person; but the Trust may, upon customary terms, employ any such
person, or firm or company in which such person is an Interested Person, as
broker, legal counsel, registrar, transfer agent, dividend disbursing agent or
custodian.
TRUSTEES AND OFFICERS AS SHAREHOLDERS
Section 8. Except as hereinafter provided, no officer, Trustee or
member of any advisory board of the Trust, and no member, partner, or officer,
director or trustee of the investment adviser, administrator or of the
distributor, and no investment adviser, administrator or distributor of the
Trust, shall take long or short positions in the securities issued by the Trust.
The foregoing provision shall not prevent:
(a) The distributor from purchasing Shares from the Trust if such
purchases are limited (except for reasonable allowances for clerical errors,
delays and errors of transmission and cancellation of orders) to purchases for
the purpose of filling orders for Shares received by the distributor and
provided that orders to purchase from the Trust are entered with the Trust or
the custodian promptly upon receipt of the distributor of purchase orders for
Shares, unless the distributor is otherwise instructed by its customer;
(b) The distributor from purchasing Shares as agent for the account of
the Trust;
(c) The purchase from the Trust or from the distributor of Shares by
any officer, Trustee or member of any advisory board of the Trust or by any
member, partner, officer, director or trustee of the investment adviser or of
the distributor at a price not lower than the net asset value of the Shares at
the moment of such purchase, provided that any such sales are only to be made
pursuant to a uniform offer described in the current prospectus or statement of
additional information for the Shares being purchased; or
(d) The investment adviser, the distributor, the administrator, or any
of their officers, partners, directors or trustees from purchasing Shares prior
to the effective date of the Trust's registration statement under the Securities
Act of 1933, as amended, relating to the Shares.
ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 1. The Shareholders shall have power to vote only (i) for the
election of Trustees as provided in Article IV, Section 1, (ii) with respect to
any Adviser or Portfolio Manager as and to the extent provided in Article IV,
Section 6, (iii) with respect to any termination of this Trust to the extent and
as provided in Article IX, Section 4, (iv) with respect to any amendment of this
Declaration of Trust to the extent and as provided in Article IX, Section 8, (v)
to the same extent as the stockholders of a Massachusetts business corporation
as to whether or not a court action, proceeding or claim should not be brought
or maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, and (vi) with respect to such additional matters relating to the
Trust as may be required by law, this Declaration of Trust, the By-Laws or any
registration of the Trust with the Commission or any state, or as the Trustees
may consider necessary or desirable. Each whole Share shall be entitled to one
vote as to any matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote. Notwithstanding any other
provision of this Declaration of Trust, on any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote shall be voted by
individual series; except that (1) when required by the 1940 Act to be voted in
the aggregate, Shares shall not be voted by individual series; and (2) when the
Trustees have determined that the matter affects only the interests of
Shareholders of one or more series or classes, then only Shareholders of such
series or class(es) shall be entitled to vote thereon. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy, subject to any requirements contained in the By-laws. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration of Trust or the By-Laws to be taken by
Shareholders.
VOTING POWER AND MEETINGS
Section 2. Meetings of Shareholders of the Trust or of any series or
class may be called by the Trustees or such other person or persons as may be
specified in the By-Laws and held from time to time for the purpose of taking
action upon any matter requiring the vote or the authority of the Shareholders
of the Trust or any series or class as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of
the Trust or of any series or class shall be called by the Trustees or such
other person or persons as may be specified in the By-Laws upon written
application. The Shareholders shall be entitled to such notice of any meeting of
the Shareholders as is required by the applicable provisions of the By-Laws.
QUORUM AND REQUIRED VOTE
Section 3. Thirty percent (30%) of the Shares entitled to vote shall be
a quorum for the transaction of business at a Shareholders' meeting, except that
where any provision of law or of this Declaration of Trust permits or requires
that holders of any series or class shall vote as a series or class, then thirty
percent (30%) of the aggregate number of Shares of that series or class entitled
to vote shall be necessary to constitute a quorum for the transaction of
business by that series or class. Any lesser number, however, shall be
sufficient for adjournments in the absence of a quorum. Any adjourned session or
sessions may be held within a reasonable time after the date set for the
original meeting without the necessity of further notice. Except when a larger
vote is required by any provision of this Declaration of Trust or the By-Laws, a
majority of the Shares voted shall decide any questions and a plurality shall
elect a Trustee, provided that where any provision of law or of this Declaration
of Trust permits or requires that the holders of any series or class shall vote
as a series or class, then a majority of the Shares of that series or class
voted on the matter (or a plurality with respect to the election of a Trustee)
shall decide that matter insofar as that series or class is concerned.
ACTION BY WRITTEN CONSENT
Section 4. Any action taken by Shareholders may be taken without a
meeting if a majority of Shareholders entitled to vote on the matter (or such
larger proportion thereof as shall be required by any express provision of law
or this Declaration of Trust or the By-Laws) consent to the action in writing
and such written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
ADDITIONAL PROVISIONS
Section 5. The By-Laws may include further provisions for Shareholders'
votes and meetings and related matters.
ARTICLE VI
DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES,
AND DETERMINATION OF NET ASSET VALUE
DISTRIBUTIONS
Section 1. The Trustees may, but need not, each year distribute to the
Shareholders of each series or class such income and gains, accrued or realized,
as the Trustees may determine, after providing for actual and accrued expenses
and liabilities (including such reserves as the Trustees may establish)
determined in accordance with good accounting practices. The Trustees shall have
full discretion to determine which items shall be treated as income and which
items as capital and their determination shall be binding upon the Shareholders.
Distributions of each year's income of each series, if any be made, may be made
in one or more payments, which shall be in Shares, in cash or otherwise and on a
date or dates and as of a record date or dates determined by the Trustees. At
any time and from time to time in their discretion, the Trustees may distribute
to the Shareholders of any one or more series or classes as of a record date or
dates determined by the Trustees, in Shares, in cash or otherwise, all or part
of any gains realized on the sale or disposition of property of the series or
otherwise, or all or part of any other principal of the Trust attributable to
the series. In the case of any series not divided into two or more classes of
Shares, each distribution pursuant to this Section 1 shall be made ratably
according to the number of Shares of the series held by the several Shareholders
on the applicable record date thereof, provided that no distribution need be
made on Shares purchased pursuant to orders received, or for which payment is
made, after such time or times as the Trustees may determine. In the case of any
series divided into two or more classes, each distribution pursuant to this
Section 1 may be made in whole or in such parts as the Trustees may determine to
the Shareholders of any one or more classes, and the distribution to the
Shareholders of any class shall be made ratably according to the number of
Shares of the class (but need not be made ratably according to the number of
Shares of the series, considered without regard to class) held by the several
Shareholders on the record date thereof, provided that no distribution need be
made on Shares purchased pursuant to orders received, or for which payment is
made, after such time or times as the Trustees may determine. Any such
distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with Section 7 of this Article VI.
REDEMPTIONS AND REPURCHASES
Section 2. Any holder of Shares of the Trust may, upon presentation at
the office of the Trust or at a principal office of a transfer agent appointed
by the Trust of a written request, together with his or her certificates, if
any, for such Shares in proper form for transfer, redeem his or her Shares for
the net asset value thereof determined and computed in accordance with the
provisions of this Section 2 and the provisions of Section 7 of this Article VI.
Subject to the last paragraph of this Section 2, upon receipt by the
Trust or its transfer agent of such written request for redemption of Shares,
such Shares shall be redeemed at the net asset value per share of the
appropriate series next determined after such Shares are tendered in proper
order for transfer to the Trust or determined as of such other time fixed by the
Trustees as may be permitted or required by the 1940 Act, provided that no such
tender shall be required in the case of Shares for which a certificate or
certificates have not been issued, and in such case such Shares shall be
redeemed at the net asset value per share of the appropriate series next
determined after such request has been received or determined at such other time
fixed by the Trustees as may be permitted or required by the 1940 Act.
The obligation of the Trust to redeem its Shares of each series or
class as set forth above in this Section 2 shall be subject to the conditions
that during any time of emergency, as hereinafter defined, such obligation may
be suspended by the Trust by or under authority of the Trustees for such period
or periods during such time of emergency as shall be determined by or under
authority of the Trustees. If there is such a suspension, any Shareholder may
withdraw any demand for redemption and any tender of Shares which has been
received by the Trust during any such period and any tender of Shares, the
applicable net asset value of which would but for such suspension be calculated
as of a time during such period. Upon such withdrawal, the Trust shall return to
the Shareholder the certificates therefor, if any. For the purposes of any such
suspension, "time of emergency" shall mean, either with respect to all Shares or
any series of Shares, any period during which:
(a) The New York Stock Exchange is closed other than for customary
weekend and holiday closings; or
(b) The Trustees or authorized officers of the Trust shall have
determined, in compliance with any applicable rules and regulations of the
Commission, either that trading on the New York Stock Exchange is restricted, or
that an emergency exists as a result of which (i) disposal by the Trust of
securities owned by it is not reasonably practicable or (ii) it is not
reasonably practicable for the Trust fairly to determine the current value of
its net assets; or
(c) The suspension or postponement of such obligations is permitted by
order of the Commission.
The Trust may also purchase, repurchase or redeem Shares in accordance
with such other methods, upon such other terms and subject to such other
conditions as the Trustees may from time to time authorize at a price not
exceeding the net asset value of such Shares in effect when the purchase or
repurchase or any contract to purchase or repurchase is made. Without limiting
the foregoing, redemption of Shares of any class may be made subject to payment
to the Trust of such redemption fee as the Trustees may from time to time
determine.
PAYMENT IN KIND
Section 3. Subject to any generally applicable limitation imposed by
the Trustees, any payment on redemption of Shares may, if authorized by the
Trustees, be made wholly or partly in kind, instead of in cash. Such payment in
kind shall be made by distributing securities or other property constituting, in
the opinion of the Trustees, a fair representation of the various types of
securities and other property then held by the series of Shares being redeemed
(but not necessarily involving a portion of each of the series' holdings) and
taken at their value used in determining the net asset value of the Shares in
respect of which payment is made.
REDEMPTIONS AT THE OPTION OF THE TRUST
Section 4. The Trust shall have the right at its option and at any time
to redeem Shares of any Shareholder at the net asset value thereof as determined
in accordance with Section 7 of Article VI of this Declaration of Trust: (i) if
at such time such Shareholder owns fewer Shares than, or Shares having an
aggregate net asset value of less than, an amount determined from time to time
by the Trustees; or (ii) to the extent that such Shareholder owns Shares of a
particular series of Shares equal to or in excess of a percentage of the
outstanding Shares of that series (determined without regard to class)
determined from time to time by the Trustees; or (iii) to the extent that such
Shareholder owns Shares of the Trust representing a percentage equal to or in
excess of such percentage of the aggregate number of outstanding Shares of the
Trust or the aggregate net asset value of the Trust determined from time to time
by the Trustees.
DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES
Section 5. No dividend or distribution (including, without limitation,
any distribution paid upon termination of the Trust or of any series) with
respect to, nor any redemption or repurchase of, the Shares of any series (or of
any class) shall be effected by the Trust other than from the assets of such
series (or of the series of which such class is a part).
DISCHARGE UPON REDEMPTION
Section 6. The completion of redemption of Shares shall constitute a
full discharge of the Trust and the Trustees with respect to such shares, and
the Trustees may require that any certificate or certificates issued by the
Trust to evidence the ownership of such Shares shall be surrendered to the
Trustees for cancellation or notation.
DETERMINATION OF NET ASSET VALUE
Section 7. The term "net asset value" of the Shares of each series or
class shall mean: (i) the value of all the assets of such series or class; (ii)
less the total liabilities of such series or class; (iii) divided by the number
of Shares of such series or class outstanding, in each case at the time of each
determination. The "number of Shares of such series or class outstanding" for
the purposes of such computation shall be exclusive of any Shares of such series
or class to be redeemed and not then redeemed as to which the redemption price
has been determined, but shall include Shares of such series or class presented
for repurchase and not then repurchased and Shares of such series or class to be
redeemed and not then redeemed as to which the redemption price has not been
determined and Shares of such series or class the sale of which has been
confirmed. Any fractions involved in the computation of net asset value per
share shall be adjusted to the nearer cent unless the Trustees shall determine
to adjust such fractions to a fraction of a cent.
The Trustees, or any officer or officers or agent of this Trust
designated for the purpose by the Trustees, shall determine the net asset value
of the Shares of each series or class, and the Trustees shall fix the times as
of which the net asset value of the Shares of each series or class shall be
determined and shall fix the periods during which any such net asset value shall
be effective as to sales, redemptions and repurchases of, and other transactions
in, the Shares of such series or class, except as such times and periods for any
such transaction may be fixed by other provisions of this Declaration of Trust
or by the By-Laws.
In valuing the portfolio investments of any series or class for
determination of net asset value per share of such series or class, securities
for which market quotations are readily available shall be valued at prices
which, in the opinion of the Trustees or any officer or officers or agent of the
Trust designated for the purpose by the Trustees, most nearly represent the
market value of such securities, which may, but need not, be the most recent bid
price obtained from one or more of the market makers for such securities; other
securities and assets shall be valued at fair value as determined by or pursuant
to the direction of the Trustees. Notwithstanding the foregoing, short-term debt
obligations, commercial paper and repurchase agreements may be, but need not be,
valued on the basis of quoted yields for securities of comparable maturity,
quality and type, or on the basis of amortized cost. In determination of net
asset value of any series or class, dividends receivable and accounts receivable
for investments sold and for Shares sold shall be stated at the amounts to be
received therefor; and income receivable accrued daily on bonds and notes owned
shall be stated at the amount to be received. Any other assets shall be stated
at fair value as determined by the Trustees or such officer, officers or agent
pursuant to the Trustees' authority, except that no value shall be assigned to
good will, furniture, lists, reports, statistics or other noncurrent assets
other than real estate. Liabilities of any series or class for accounts payable
for investments purchased and for Shares tendered for redemption and not then
redeemed as to which the redemption price has been determined shall be stated at
the amounts payable therefor. In determining the net asset value of any series
or class, the person or persons making such determination on behalf of the Trust
may include in liabilities such reserves, estimated accrued expenses and
contingencies as such person or persons may in its, his or their best judgment
deem fair and reasonable under the circumstances. Any income dividends and gains
distributions payable by the Trust shall be deducted as of such time or times on
the record date therefor as the Trustees shall determine.
The manner of determining the net assets of any series or class or of
determining the net asset value of the Shares of any series or class may from
time to time be altered as necessary or desirable in the judgment of the
Trustees to conform to any other method prescribed or permitted by any
applicable law or regulation.
Determinations under this Section 7 made in good faith and in
accordance with the provisions of the 1940 Act shall be binding on all parties
concerned.
ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
COMPENSATION
Section 1. The Trustees as such shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their compensation.
Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, legal, accounting, investment banking or other services
and payment for the same by the Trust.
LIMITATION OF LIABILITY
Section 2. The Trustees shall not be responsible or liable in any event
for any neglect or wrongdoing of any officer, agent, employee, adviser or
principal underwriter of the Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee, but nothing herein contained shall protect
any Trustee against any liability to which he or she would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
Every note, bond, contract, instrument, certificate, Share or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them in connection with the Trust
shall be conclusively deemed to have been executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
ARTICLE VIII
INDEMNIFICATION
TRUSTEES, OFFICERS, ETC.
Section 1. The Trust shall indemnify to the fullest extent of the law
(including the 1940 Act) as currently in effect or as hereafter amended each of
its Trustees and officers and those who have ceased to be a Trustee or officer
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, except that no Covered Person shall be indemnified
against any liability to the Trust or its Shareholders to which such Covered
Person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such Covered Person's office. Expenses, including counsel fees so incurred by
any such Covered Person (but excluding amounts paid in satisfaction of
judgments, in compromise or as fines or penalties), may be paid from time to
time by the Trust in advance of the final disposition of any such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such Covered
Person to repay amounts so paid to the Trust if it is ultimately determined that
indemnification of such expenses is not authorized under this Article, provided
that (a) such Covered Person shall provide security for his undertaking, (b) the
Trust shall be insured against losses arising by reason of such Covered Person's
failure to fulfill his undertaking, or (c) a majority of the Trustees who are
disinterested persons and who are not Interested Persons (provided that a
majority of such Trustees then in office act on the matter), or independent
legal counsel in a written opinion, shall determine, based on a review of
readily available facts (but not a full trial-type inquiry), that there is
reason to believe such Covered Person ultimately will be entitled to
indemnification.
COMPROMISE PAYMENT
Section 2. As to any matter disposed of (whether by a compromise
payment, pursuant to a consent decree or otherwise) without an adjudication in a
decision on the merits by a court, or by any other body before which the
proceeding was brought, that such Covered Person is liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Covered
Person's office, indemnification shall be provided if (a) approved as in the
best interest of the Trust, after notice that it involves such indemnification,
by at least a majority of the Trustees who are disinterested persons and are not
Interested Persons (provided that a majority of such Trustees then in office act
on the matter), upon a determination, based upon a review of readily available
facts (but not a full trial-type inquiry) that such Covered Person is not liable
to the Trust or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such Covered Person's office, or (b) there has been obtained an opinion in
writing of independent legal counsel, based upon a review of readily available
facts (but not a full-trial type inquiry) to the effect that such
indemnification would not protect such Covered Person against any liability to
the Trust to which such Covered Person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office. Any approval pursuant to this
Section shall not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as indemnification
if such Covered Person is subsequently adjudicated by a court of competent
jurisdiction to have been liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
INDEMNIFICATION NOT EXCLUSIVE
Section 3. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any such Covered Person may be
entitled. As used in this Article VIII, the term "Covered Person" shall include
such person's heirs, executors and administrators, and a "disinterested person"
is a person against whom none of the actions, suits or other proceedings in
question or another action, suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this Article shall
affect any rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of the Trustees and officers or such other
persons.
SHAREHOLDERS
Section 4. In case any Shareholder or former Shareholder shall be held
to be personally liable solely by reason of his or her being or having been a
Shareholder and not because of his or her acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or, in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled to
be held harmless from and indemnified against all loss and expense arising from
such liability, but only out of the assets of the particular series of shares of
which he or she is or was a Shareholder.
ARTICLE IX
MISCELLANEOUS
TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE
Section 1. All persons extending credit to, contracting with or having
any claim against the Trust or a particular series of Shares shall look only to
the assets of the Trust or the assets of that particular series of Shares for
payment under such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or agents, whether
past, present or future, shall be personally liable therefor. Nothing in this
Declaration of Trust shall protect any Trustee against any liability to which
such Trustee would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate or undertaking made
or issued by the Trustees or by any officers or officer shall give notice that
this Declaration of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and shall recite that the same was executed or
made by or on behalf of the Trust or by them as Trustees or Trustee or as
officers or officer and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust, and may contain such
further recital as he or she or they may deem appropriate, but the omission of
any such notice or recital shall not operate to bind any Trustees or Trustee of
officers or officer or Shareholders or Shareholder individually.
TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY
Section 2. The exercise by the Trustees of their powers and discretions
hereunder shall be binding upon everyone interested. A Trustee shall not be
liable except for his or her own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee, and shall not be liable for errors of judgment or mistakes of
fact or law. The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust, and shall be
under no liability for any act or omission in accordance with such advice or for
failing to follow such advice. Each Trustee and officer or employee of the Trust
shall, in the performance of his or her duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
its officers or employees or by the investment adviser, the distributor,
transfer agent, any shareholder servicing agent, selected dealers, accountants,
appraisers or other experts or consultants selected with reasonable care by the
Trustees, officers or employees of the Trust, regardless of whether such counsel
or expert may also be a Trustee. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.
LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES
Section 3. No person dealing with the Trustees shall be bound to make
any inquiry concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.
DURATION AND TERMINATION OF TRUST
Section 4. Unless terminated as provided herein, the Trust shall
continue without limitation of time. The Trust may be terminated at any time by
vote of Shareholders holding at least two-thirds of the Shares of each series
entitled to vote or by the Trustees by written notice to the Shareholders. Any
series of Shares may be terminated at any time by vote of Shareholders holding
at least two-thirds of the Shares of such series entitled to vote or by the
Trustees by written notice to the Shareholders of such series.
Upon termination of the Trust or of any one or more series of Shares,
after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated as may be determined by the
Trustees, the Trust shall, in accordance with such procedures as the Trustees
consider appropriate, reduce the remaining assets to distributable form in cash
or shares or other securities, or any combination thereof, and distribute the
proceeds to the Shareholders of the series involved, ratably according to the
number of Shares of such series held by the several Shareholders of such series
on the date of termination, except to the extent otherwise required or permitted
by the preferences and special or relative rights and privileges of any classes
of Shares of that series, provided that any distribution to the Shareholders of
a particular class of Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each of them.
FILING OF COPIES, REFERENCES, HEADINGS
Section 5. The original or a copy of this instrument and of each
amendment hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each amendment
hereto shall be filed by the Trust with the Secretary of State of The
Commonwealth of Massachusetts and with the Clerk of the City of Boston, as well
as any other governmental office where such filing may from time to time be
required. Anyone dealing with the Trust may rely on a certificate by an officer
of the Trust as to whether or not any such amendments have been made and as to
any matters in connection with the Trust hereunder, and, with the same effect as
if it were the original, may rely on a copy certified by an officer of the Trust
to be a copy of this instrument or of any such amendments. In this instrument
and in any such amendment, references to this instrument, and all expressions
such as "herein," "hereof" and "hereunder," shall be deemed to refer to this
instrument as amended or affected by any such amendments. Headings are placed
herein for convenience of reference only and shall not be taken as a part hereof
or control or affect the meaning, construction or effect of this instrument.
This instrument may be executed in any number of counterparts, each of which
shall be deemed an original.
MERGER, CONSOLIDATION AND SALE OF ASSETS
Section 6. Subject to applicable law and except as otherwise provided
in Section 7 of this Article IX, the Trust or any series of the Trust may merge
or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the
Trust property or all or substantially all of the Trust property allocated or
belonging to such series, including its good will, upon such terms and
conditions and for such consideration when and as authorized at any meeting of
Shareholders called for such purpose by the vote of the holders of two-thirds of
the outstanding Shares of all series of the Trust voting as a single class, or
of the affected series of the Trust, as the case may be, or by an instrument or
instruments in writing without a meeting, consented to by the vote of the
holders of two-thirds of the outstanding Shares of all series of the Trust
voting as a single class, or of the affected series of the Trust, as the case
may be; provided, however, that if such merger, consolidation, sale, lease or
exchange is recommended by the Trustees, the vote or written consent by Majority
Shareholder Vote shall be sufficient authorization; and any such merger,
consolidation, sale, lease or exchange shall be deemed for all purposes to have
been accomplished under and pursuant to the statutes of the Commonwealth of
Massachusetts. Nothing contained herein shall be construed as requiring approval
of Shareholders for any sale of assets in the ordinary course of the business of
the Trust.
INCORPORATION, REORGANIZATION
Section 7. Subject to applicable law, the Trustees may without the vote
or consent of Shareholders cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction, or any other
trust, unit investment trust, partnership, limited liability company,
association or other organization to take over all of the Trust property or all
of the Trust property allocated or belonging to a particular series of the Trust
or to carry on any business in which the Trust or any such series shall directly
or indirectly have any interest, and to sell, convey and transfer such Trust or
series property to any such corporation, trust, partnership, limited liability
company, association or organization in exchange for the shares or securities
thereof or otherwise, and to lend money to, subscribe for shares or securities
of, and enter into any contract with any such corporation, trust, partnership,
limited liability company, association or organization in which the Trust or
such series holds or is about to acquire shares or any other interest. Subject
to applicable law, the Trustees may also cause a merger or consolidation between
the Trust or any successor thereto and any such corporation, trust, partnership,
limited liability company, association or other organization. The Trustees shall
provide written notice to the affected Shareholders of any transaction whereby,
pursuant to this Section 7, the Trust sells, conveys, or transfers substantially
all of its assets to another entity or merges or consolidates with another
entity.
ORGANIZATIONAL EXPENSES
Section 8. In the event that any person advances the organizational
expenses of the Trust, such advances shall become an obligation of the Trust
subject to such terms and conditions as may be fixed by, and on a date fixed by,
or determined with criteria fixed by the Trustees, to be amortized over a period
or periods to be fixed by the Trustees.
APPLICABLE LAW
Section 9. This Declaration of Trust is made in The Commonwealth of
Massachusetts, and it is created under and is to be governed by and construed
and administered according to the laws of said Commonwealth. The Trust shall be
of the type commonly called a Massachusetts business trust, and without limiting
the provisions hereof, the Trust may exercise all powers that are ordinarily
exercised by such a trust.
AMENDMENTS
Section 10. Except as specifically provided herein, the Trustees may,
without shareholder vote, amend or otherwise supplement this Declaration of
Trust by making an amendment, a Declaration of Trust supplemental hereto or an
amended and restated Declaration of Trust. Shareholders shall have the right to
vote (a) on any amendment that would affect their right to vote granted in
Section 1 of Article V; (b) on any amendment to this Section 10; (c) on any
amendment as may be required by law or by the Trust's registration statement
filed with the Commission; and (d) on any amendment submitted to them by the
Trustees. Any amendment required or permitted to be submitted to Shareholders
that, as the Trustees determine, shall affect the Shareholders of one or more
series or classes shall be authorized by vote of the Shareholders of each series
or class affected and no vote of shareholders of a series or class not affected
shall be required. Notwithstanding anything else herein, any amendment to
Article VIII shall not limit the rights to indemnification or insurance provided
therein with respect to action or omission of Covered Persons prior to such
amendment.
Notwithstanding any other provision hereof, until such time as a
registration statement under the Securities Act of 1933, as amended, covering
the first public offering of Shares of a particular series of the Trust shall
have become effective, this Declaration may be amended in any respect as to that
series by the affirmative vote of a majority of the Trustees or by an instrument
signed by a majority of the Trustees.
FISCAL YEAR
Section 11. The fiscal year of the Trust shall end on a specified date
as set forth in the Bylaws, if any, provided, however, that the Trustees may,
without Shareholder approval, change the fiscal year of the Trust.
PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS
Section 12.
(a) The provisions of this Declaration of Trust are severable, and, if
the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or other applicable laws and
regulations, the conflicting provision shall be interpreted so as to effectuate
as nearly as possible its original intent while complying with applicable law or
regulation; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration of Trust or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration Trust shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provisions in any other jurisdiction or any other provision of this
Declaration of Trust in any jurisdiction.
IN WITNESS WHEREOF, the undersigned Trustee has hereunto set his hand
in the City of Boston, Massachusetts for himself and his assigns, as of this
27th day of August, 1999.
\s\ Allan W. Fulkerson
- -------------------------
Allan W. Fulkerson
<PAGE>
Exhibit 23(b)
BY-LAWS
OF
CENTURY CAPITAL MANAGEMENT TRUST
SECTION 1 - AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 Agreement and Declaration of Trust. These By-Laws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Century Capital Management Trust, a Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. The principal office of the Trust
shall be located in Boston, Massachusetts.
SECTION 2 - SHAREHOLDERS
2.1 Shareholder Meetings. A meeting of the shareholders of the Trust or
of any one or more series or classes of shares may be called at any time by the
Trustees, by the Chairman of the Trustees or the secretary or, if the Trustees
and the secretary shall fail to call any meeting of shareholders for a period of
30 days after written application of one or more shareholders who hold at least
10% of all outstanding shares of the Trust, if shareholders of all series are
required under the Declaration of Trust to vote in the aggregate and not by
individual series at such meeting, or of any series or class, if shareholders of
such series or class are entitled under the Declaration of Trust to vote by
individual series or class at such meeting, then such shareholders may call such
meeting. If the meeting is a meeting of the shareholders of one or more series
or classes of shares, but not a meeting of all shareholders of the Trust, then
only the shareholders of such one or more series or classes shall be entitled to
notice of and to vote at the meeting. Each call of a meeting shall state the
place, date, hour and purpose of the meeting.
2.2 Place of Meetings. All meetings of the shareholders shall be held
at the principal office of the Trust, or, to the extent permitted by the
Declaration of Trust, at such other place within the United States as shall be
designated by the Trustees, the Chairman of the Trustees, or the secretary of
the Trust.
2.3 Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the meeting,
shall be given at least seven days before the meeting to each shareholder
entitled to vote thereat by leaving such notice with him or her or at his or her
residence or usual place of business or by mailing it, postage prepaid, and
addressed to such shareholder at his or her address as it appears in the records
of the Trust. Such notice shall be given by the secretary or an assistant
secretary or by an officer designated by the Trustees. No notice of any meeting
of shareholders need be given to a shareholder if a written waiver of notice,
executed before or after the meeting by such shareholder or his or her attorney
thereunto duly authorized, is filed with the records of the meeting.
2.4 Ballots. No ballot shall be required for any election unless
requested by a shareholder present or represented at the meeting and entitled to
vote in the election.
2.5 Proxies. Shareholders entitled to vote may vote either in person or
by proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting. The placing of a
shareholder's name on a proxy pursuant to telephonic or electronically
transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such instructions have been authorized by such shareholder shall
constitute execution of such proxy by or on behalf of such shareholder. A proxy
with respect to Shares held of record in the name of two or more persons shall
be valid if executed by any one or more of them unless at or prior to exercise
of the proxy the Trust receives a specific written notice to the contrary from
any one or more of them, in which case the proportion of such Shares equal to
the proportion of the total number of record owners represented by the objecting
owners shall not be voted in accordance with such proxy, and the remaining
Shares shall be so voted. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise
and the burden of proving invalidity shall rest on the challenger.
2.6 Quorum. Thirty percent (30%) of the shares entitled to vote shall
be a quorum for the transaction of business at a shareholders' meeting, except
that where any provision of law or of the Trust's Declaration of Trust permits
or requires that holders of any series or class shall vote as a series or class,
then thirty percent (30%) of the aggregate number of shares of that series or
class entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that series or class. Any lesser number, however,
shall be sufficient for adjournments.
SECTION 3 - TRUSTEES
3.1 Committees and Advisory Board. The Trustees may appoint from their
number an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. The Trustees may appoint such advisory and other boards or committees
to confer with and advise the Trustees regarding the investments and other
affairs of the Trust as the Trustees may determine, the members of which: need
not be Trustees, shall hold office at the pleasure of the Trustees, and may be
compensated in such manner as the Trustees may determine.
3.2 Regular Meetings. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may from
time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees.
3.3 Special Meetings. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting, when called by
the secretary or by two or more Trustees, sufficient notice thereof being given
to each Trustee by the secretary or an assistant secretary or by the officer or
one of the Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send notice
by mail at least forty-eight hours or by facsimile at least twenty-four hours
before the meeting addressed to the Trustee at his or her usual or last known
business or residence address or to give notice to him or her in person or by
telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
or her before or after the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him or her. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees, one-third of the Trustees
then in office shall constitute a quorum; provided, however, a quorum shall not
be less than two. Any meeting may be adjourned from time to time by a majority
of the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.
SECTION 4 - OFFICERS AND AGENTS
4.1 Enumeration; Qualification. The officers of the Trust shall be a
Chairman of the Trustees and a secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect or appoint. The Trust
may also have such agents, if any, as the Trustees from time to time may in
their discretion appoint. Any officer may be but none need be a Trustee or
shareholder. Any two or more offices may be held by the same person.
4.2 Powers. Subject to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to his or her office as if the Trust were organized as a Massachusetts business
corporation and such other duties and powers as the Trustees may from time to
time designate, including without limitation the power to make purchases and
sales of portfolio securities of the Trust pursuant to recommendations of the
Trust's investment adviser in accordance with the policies and objectives of
that series of shares set forth in its prospectus and with such general or
specific instructions as the Trustees may from time to time have issued.
4.3 Election. The Chairman of the Trustees and the secretary shall be
elected annually by the Trustees. Other elected officers are elected by the
Trustees. Assistant officers are appointed by the elected officers.
4.4 Tenure. The Chairman of the Trustees and the secretary and any
other elected officer shall hold office until his or her respective successor is
chosen and qualified, or until he or she sooner dies, resigns, is removed or
becomes disqualified. Each other officer shall hold office at the pleasure of
the Trustees. Each agent shall retain his or her authority at the pleasure of
the Trustees.
4.5 Chairman of the Trustees. The Chairman of the Trustees shall be the
chief executive officer of the Trust. The Chairman shall preside at all meetings
of the shareholders and of the Trustees at which he or she is present, except as
otherwise voted by the Trustees.
4.6 Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept therefor,
which books shall be kept at the principal office of the Trust. In the absence
of the secretary from any meeting of shareholders or Trustees, an assistant
secretary, or if there be none or he or she is absent, a temporary clerk chosen
at the meeting shall record the proceedings thereof in the aforesaid books.
SECTION 5 - RESIGNATIONS AND REMOVALS
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the president, the treasurer or
the secretary or to a meeting of the Trustees. The Trustees may remove any
officer elected by them with or without cause by the vote of a majority of the
Trustees then in office. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee, officer, or advisory board member
resigning and no officer or advisory board member removed, shall have any right
to any compensation for any period following his or her resignation or removal,
or any right to damages on account of such removal.
SECTION 6 - VACANCIES
A vacancy in any office may be filled at any time. Each successor shall hold
office for the unexpired term, and in the case of the president, the treasurer
and the secretary, until his or her successor is chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed or becomes
disqualified.
SECTION 7 - SHARES OF BENEFICIAL INTEREST
7.1 Share Certificates. No certificates certifying the ownership of
shares shall be issued except as the Trustees may otherwise authorize. In the
event that the Trustees authorize the issuance of share certificates, subject to
the provisions of Section 7.3, each shareholder shall be entitled to a
certificate stating the number of shares owned by him or her, in such form as
shall be prescribed from time to time by the Trustees. Such certificate shall be
signed by the Chairman and by the secretary. Such signatures may be facsimiles
if the certificate is signed by a transfer agent or by a registrar, other than a
Trustee, officer or employee of the Trust. In case any officer who has signed or
whose facsimile signature has been placed on such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
Trust with the same effect as if he or she were such officer at the time of its
issue.
In lieu of issuing certificates for shares, the Trustees or the transfer
agent may either issue receipts therefor or keep accounts upon the books of the
Trust for the record holders of such shares, who shall in either case be deemed,
for all purposes hereunder, to be the holders of certificates for such shares as
if they had accepted such certificates and shall be held to have expressly
assented and agreed to the terms hereof.
7.2 Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate certificate
may be issued in place thereof, upon such terms as the Trustees may prescribe.
7.3 Discontinuance of Issuance of Certificates. The Trustees may at any
time discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of share certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the ownership
of shares in the Trust.
SECTION 8 - RECORD DATE AND CLOSING TRANSFER BOOKS
The Trustees may fix in advance a time, which shall not be more than 90 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice of and to vote
at such meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholders of record on such
record date shall have such right, notwithstanding any transfer of shares on the
books of the Trust after the record date; or without fixing such record date the
Trustees may for any of such purposes close the transfer books for all or any
part of such period.
SECTION 9 - SEAL
The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular die with the word "Massachusetts" together with the name of
the Trust and the year of its organization, cut or engraved thereon; but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
SECTION 10 - EXECUTION OF PAPERS
Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and all transfers of securities standing in the name
of the Trust shall be executed, by the Chairman of the Trustees or the secretary
or by whomsoever else shall be designated for that purpose by the vote of the
Trustees and need not bear the seal of the Trust.
SECTION 11 - FISCAL YEAR
Except as from time to time otherwise provided by the Trustees, the fiscal year
of the Trust shall end on June 30.
SECTION 12 - AMENDMENTS
These By-Laws may be amended or repealed, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such a majority.
<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, which may be increased or
decreased as set forth below. 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) Beginning with the fee paid with respect to the thirteenth full
calendar month of Fund operations, and for each month thereafter, the investment
advisory fee shall be increased or decreased depending on the investment
performance of the Fund relative to the investment record of the Lipper Small
Cap Index (the "Index") for the twelve (12) month period ending immediately
before such month as follows:
Cumulative 12-Month Effective Annualized
Performance of Fund Adjustment to Investment Advisory Fee
Versus the Index Investment Advisory Fee After Adjustment
------------------- ----------------------- -----------------------
Trails Index by more than 2% -0.15% 0.80%
Trails Index by 0 to 2% 0% 0.95%
Exceeds Index by 0 to 2% 0% 0.95%
Exceeds Index by more than 2% +0.15% 1.10%
For purposes of the calculations described above, "investment performance" and
"investment record" will have the meanings set forth in the Investment Advisers
Act of 1940 and the rules and regulations promulgated thereunder.
(c) 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]
<PAGE>
Exhibit 23(m)
CENTURY CAPITAL MANAGEMENT TRUST
DISTRIBUTION AND SERVICE PLAN
(PURSUANT TO RULE 12B-1)
Adopted _________ ___, 1999
RECITALS
1. Century Capital Management Trust, a Massachusetts business trust (the
"Trust") is engaged in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"Act").
2. The Trust operates as a "series company" within the meaning of Rule
18f-2 under the Act and is authorized to issue shares of beneficial interest in
various series.
3. Series of the Trust may utilize assets of such series to pay for sales
or promotional services or other activities that have been or will be provided
in connection with the distribution and servicing of shares of such series if
such payments are made pursuant to a Plan adopted and continued in accordance
with Rule 12b-1 under the Act (the "Rule").
4. Century Select Growth Fund (the "Fund"), a series of the Trust, by
virtue of such arrangements, may be deemed to act as a distributor of its
Investor Class Shares and desires to adopt a plan pursuant to the Rule (the
"Plan").
5. The Trustees as a whole, and the Trustees who are not interested
persons of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan and any agreements relating to
it (the "Qualified Trustees"), having determined, in the exercise of reasonable
business judgment and in light of their fiduciary duties under state law and
under Section 36(a) and (b) of the Act, that there is a reasonable likelihood
that this Plan will benefit the Fund and the holders of Investor Class Shares
("Investor Class Shareholders"), and have approved the Plan by votes cast in
person at a meeting called for the purpose of voting on this Plan and agreements
related thereto.
PLAN PROVISIONS
1. Expenditures.
(a) Amounts. The Fund is hereby authorized to expend from time to time up
to 0.25% per annum of the average daily net assets of the Fund attributable to
the Investor Class Shares in payment of or reimbursement for the expenses and
activities described in Section 1(b) (collectively, the "Distribution and
Service Fee").
(b) Payments by the Fund. The Distribution and Service Fee may be used to
pay for promotional, distribution and shareholder servicing activities with
respect to the Investor Class Shares, including without limitation:
(i) costs of preparing, printing and distributing the Fund's
prospectus, statement of additional information and reports to
prospective investors in the Investor Class Shares;
(ii) costs of preparing, printing and distributing sales literature
and any other forms of advertising and costs of any other
promotional activities pertaining to the Fund for the purpose
of promoting the Fund to prospective investors in the Investor
Class Shares; and
(iii) payment of commissions and other selling expenses to brokers
and investment advisers in consideration of promotional and
distribution efforts with respect to Investor Class Shares.
(c) Payments by the Adviser. Century Capital Management, Inc. is
authorized to expend any amounts of its own funds, including without limitation
from the investment advisory fee paid by the fund, for any of the purposes
described in section 1(b).
2. Term and Termination.
(a) Initial Term. This Plan shall become effective on the date the Fund
commences operations and shall continue in effect for a period of one year
thereafter unless terminated or otherwise continued or discontinued as provided
in this Plan.
(b) Continuation of the Plan. The Plan and any related agreements shall
continue in effect for successive periods of one year each after the initial
term for so long as such continuance is specifically approved at least annually
by votes of a majority of both (a) the Trustees of the Trust and (b) the
Qualified Trustees, cast in person at a meeting called for the purpose of voting
on this Plan and such related agreements.
(c) Termination of the Plan. This Plan may be terminated at any time by
vote of a majority of the Qualified Trustees, or by vote of a majority of the
outstanding voting securities of the Fund.
3. Amendments.
This Plan may not be amended to increase materially the amount of the
expenditures provided for in Section 1 hereof, unless such amendment is approved
by a vote of the majority of the outstanding Investor Class Shares, and no
material amendment to the Plan shall be made unless approved in the manner
provided for annual renewal in Section 2(b) hereof.
4. Independent Trustees.
While this Plan is in effect with respect to the Fund, the selection and
nomination of Trustees who are not interested persons of the Trust (as defined
in the Act) shall be committed to the discretion of the Trustees then in office
who are not interested persons.
5. Quarterly Reports.
While this plan is in effect, a person authorized to direct the
disposition of moneys paid or payable by the Fund pursuant to the Plan or any
related agreement shall provide to the Trustees, and the Trustees shall review,
at least quarterly, a written report, complying with the requirements of the
Rule, which sets out the amounts expended by the Fund under the Plan or any
related agreements and the purposes for which such expenditures were made.
6. Recordkeeping.
The Trust shall preserve copies of this Plan, any related agreements and
all reports made pursuant to Section 5 hereof for a period of not less than six
years (the first two years in an easily accessible place) from the date of this
Plan, such agreement or such report, as the case may be.
7. Agreements Related to this Plan
Agreements with persons providing distribution services to be paid for or
reimbursed under this Plan shall each provide that:
(a) The agreement will continue in effect for a period of one year and
will continue thereafter only if specifically approved by vote of a
majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, cast in person at a meting called for the
purpose of voting on the agreement;
(b) The agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of (i) the Qualified Trustees or (ii)
the outstanding voting securities of the Fund, on not more than
sixty (60) days' written notice to any other party to the agreement;
(c) The agreement will terminate automatically in the event of an
assignment; and
(d) In the event the agreement is terminated or otherwise discontinued,
no further payments will be made by the Fund after the effective
date of such action.
8. Governing Law.
This Plan shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts and the provisions of the Act.
<PAGE>
Exhibit 23(o)
CENTURY CAPITAL MANAGEMENT TRUST
MULTIPLE CLASS PLAN
(PURSUANT TO RULE 18F-3)
Adopted _____ ____, 1999
INTRODUCTION
Rule 18f-3 under the Investment Company Act of 1940 (the "Act") permits
investment companies to issue multiple classes of shares in accordance with a
plan (an "18f-3 Plan") setting forth the differences among each class of shares.
The following 18f-3 Plan of Century Select Growth Fund (the "Fund"), a series of
Century Capital Management Trust (the "Trust"), which describes the differences
between the classes of the Fund's shares, has been approved by a majority of the
Trustees of the Trust (including a majority of the non-interested Trustees),
who, after having evaluated such information and considered such pertinent
factors as they deemed necessary to an informed evaluation of the 18f-3 Plan as
to whether it should be adopted and implemented, have determined that the 18f-3
Plan, including the expense allocation between the classes of shares, is in the
best interests of each class individually and the Fund as a whole.
1. Class Designation. The Fund offers two classes of its shares: (i)
shares which have a minimum initial investment of $1,000 ("Investor Class
Shares"), and (ii) shares which have a minimum initial investment of $250,000
("Institutional Class Shares"). The shares of each class may be purchased at a
price equal to the next determined net asset value per share of such class.
2. Compliance with Rule 18f-3. Shares issued in classes will be issued
subject to and in accordance with the terms of Rule 18f-3 under the Act,
including, without limitation:
a. each class shall have a different arrangement for shareholder
services or the distribution of securities or both, and shall
pay all the expenses of that arrangement;
b. each class may pay a different share of other expenses, not
including advisory or custodial fees or other expenses related
to the management of the Trust's assets, if these expenses are
actually incurred in a different amount by that class, or if the
class receives services of a different kind or to a different
degree than other classes;
c. each class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its
arrangement;
d. each class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one class
differ from the interests of any other class; and
e. except as otherwise permitted under Rule 18f-3 under the Act,
each class shall have the same rights and obligations of any
other class.
3. Class Arrangements. The following summarizes the features of each
class of shares of the Fund. Additional details regarding such fees and services
are set forth in the Trust's current prospectus from time to time.
a. Investor Class Shares. The Investor Class Shares are subject to
the following fees:
(i) Maximum Redemption Fee (short-term trading fee): 1.00% of
the net asset value of Investor Class Shares redeemed
prior to 180 days after the date of purchase.
(ii) Maximum Distribution and Service Plan Fees (Rule 12b-1
fees): 0.25% of the average daily net assets of the Fund
attributable to the Investor Class Shares per year.
b. Institutional Class Shares. The Institutional Class Shares are
subject to the following fees:
(i) Maximum Redemption Fee (short-term trading fee): 0.75% of
the net asset value of Institutional Class Shares redeemed
prior to 180 days after the date of purchase.
(ii) Distribution and Service Plan Fees (Rule 12b-1 fees):
None.
4. Conversion Feature. No class shall be subject to any automatic
conversion feature.
5. Exchange Privilege. Investor Class Shareholders and Institutional
Class Shareholders shall have such exchange privileges, if any, as are set forth
in the Fund's current prospectus. Exchange privileges may vary among classes.
6. Additional Information. This Plan is qualified by and subject to the
terms of the most recent prospectus; provided, however, that none of the terms
set forth in any such prospectus shall be inconsistent with the terms of the
classes contained in this Plan. The prospectus contains additional information
about that class and the Trust's multiple class structure.
7. Amendments. The differences between the series, including the
expense allocations, described herein may be changed, to the extent permitted by
law and the Trust's Declaration of Trust and Bylaws, by the Trustees.
8. Termination. This Plan shall continue in effect indefinitely unless
terminated by a vote of the Trustees. This Plan may be terminated at anytime by
a vote of the Trustees.
9. Governing Law. This Plan shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the applicable provisions of the
Act.
