<PAGE>
Registration No. 333-86067
File No. 811-09561
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 3 [X]
CENTURY CAPITAL MANAGEMENT TRUST
(Exact Name of Registrant as Specified in Charter)
C/O CENTURY CAPITAL MANAGEMENT, INC.
ONE LIBERTY SQUARE, BOSTON, MASSACHUSETTS 02109
(Address of Principal Executive Offices) (Zip Code)
(617) 482-3060
(Registrant's Telephone Number, including Area Code)
RICHARD F. COOK, JR.
CENTURY CAPITAL MANAGEMENT, INC.
ONE LIBERTY SQUARE, BOSTON, MASSACHUSETTS 02109
(Name and Address of Agent for Service)
with copies to:
MATTHEW C. DALLETT, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MASSACHUSETTS 02109
Approximate Date of Proposed Public Offering
As soon as practicable after effective date of registration statement
It is proposed that this filing will become effective (check appropriate box)
[X] 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.
<PAGE>
The Century Small Cap Select Fund prospectus dated December 17, 1999 as filed
with the Securities and Exchange Commission pursuant to Rule 497(c) under the
Securities Act of 1933, as amended, on January 7, 2000 is incorporated by
reference.
<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
December 17, 1999
Revised October 17, 2000
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 December 17, 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
Underwriters............................................................... 13
Calculation of Performance Data ........................................... 14
Financial Statements ...................................................... 15
-----------------------------------
<PAGE>
THE FUND
Century Small Cap Select Fund is the initial series of the Trust, which is
a "Massachusetts business trust." The Trust and the Fund were organized under
the laws of Massachusetts in August 1999.
THE FUND'S INVESTMENT POLICIES AND RELATED RISKS
The Fund operates as a diversified, open-end management investment
company. The investment objective, the principal investment policies and the
main risks of the Fund are described in the Prospectus. This Statement of
Additional Information contains supplemental information about those policies
and risks and the types of securities that the Fund's investment adviser,
Century Capital Management, Inc. (Adviser), can select for the Fund. It also
provides information about additional strategies that the Fund may use to
try to achieve its investment objective. There can be no assurance that the Fund
will achieve its objective.
The composition of the Fund's portfolio and the techniques and strategies
that the Adviser may use in selecting portfolio securities will vary over time.
The Fund is not required to use all of the investment techniques and strategies
described below at all times in seeking its goal. It may use some of the special
investment techniques and strategies at some times or not at all.
Investments in Smaller Company Equity Securities. The Fund focuses its
investments in equity securities of smaller companies. Equity securities include
common stocks, preferred stocks, rights and warrants, and securities convertible
into common stock. The Fund's investments primarily include stocks of companies
having a market capitalization at the time of investment of up to $1.5 billion
(or as defined by the largest companies in the Russell 2000 Index, if greater).
The Fund also expects to hold a portion of its assets in securities of issuers
having a larger market capitalization. Although under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities
having small market capitalization, the Fund may decrease this allocation for
temporary defensive reasons as described in the Prospectus.
Current income is not a criterion used to select portfolio securities.
However, certain debt securities may be selected for the Fund's portfolio for
defensive or diversification purposes (including debt securities that the
Adviser believes may offer some opportunities for capital appreciation when
stocks are disfavored). Other debt securities may be selected because they are
convertible into common stock, as discussed below under "Convertible
Securities."
Securities of smaller capitalization issuers may be traded on securities
exchanges or in the over-the-counter markets. The over-the-counter markets, both
in the U.S. and abroad, may have less liquidity than securities exchanges. That
may make it more difficult for the Fund to sell a security when it wants to, or
may adversely affect the price the Fund will be able to obtain.
Among the companies in which the Fund may invest are small, unseasoned
companies that may have been in operation for only a short period. Securities of
these companies may be subject to more volatility in their prices even than
smaller companies generally. They might have a more limited trading market,
which could adversely affect the Fund's ability to dispose of them and may
reduce the price the Fund might be able to obtain for them. For example, other
investors that own a security issued by a small, unseasoned issuer for which
there is limited liquidity might trade the security when the Fund is attempting
to dispose of its holdings of that security.
Preferred Stock. Preferred stock, unlike common stock, generally has a
stated dividend rate payable from the corporation's earnings. Preferred stock
dividends may be cumulative or non-cumulative. "Cumulative" dividend provisions
require all or a portion of prior unpaid dividends to be paid before dividends
can be paid on the issuer's common stock. Preferred stock may be "participating"
stock, which means that it may be entitled to a dividend that exceeds the stated
dividend in certain cases.
If interest rates rise, the fixed dividend on preferred stocks may be less
attractive, causing the price of preferred stocks to decline. Preferred stock
may have mandatory sinking fund provisions, as well as provisions allowing calls
or redemptions before maturity, which can also have a negative impact on prices
when interest rates decline. Preferred stock generally has a preference over
common stock on the distribution of a corporation's assets in the event of
liquidation of the corporation. The rights of preferred stock on distribution of
a corporation's assets in the event of a liquidation are generally subordinate
to the rights of holders of a corporation's debt securities or other creditors.
Convertible Securities. Convertible securities are generally a form of
debt security with a feature allowing conversion into equity securities, so the
Adviser considers them to be equivalent to "equity securities." As a result, the
rating assigned to the security has less impact on the Adviser's investment
decision with respect to convertible debt securities than in the case of
non-convertible fixed income securities. Convertible securities typically rank
senior to common stock in a corporation's capital structure and therefore are
subject to less risk than common stock in case of the issuer's bankruptcy or
liquidation.
The value of a convertible security is a function of its "investment
value" and its "conversion value." If the investment value exceeds the
conversion value, the security will behave more like a debt security and the
security's price will likely increase when interest rates fall and decrease when
interest rates rise. If the conversion value exceeds the investment value, the
security will behave more like an equity security: it will likely sell at a
premium over its conversion value, and its price will tend to fluctuate directly
with the price of the underlying security.
The Fund has no limitations on the ratings of the convertible debt
securities that it can buy. They may include securities that are investment
grade or below investment grade. Securities that are below investment grade
(whether they are rated by a nationally-recognized rating organization or are
unrated securities that the Adviser deems to be below investment grade) have
greater risks of default than investment grade securities. In addition, debt
securities are subject to interest rate risk. Their values tend to fall when
interest rates rise. The Fund does not anticipate that it will invest a
substantial amount of its assets in these types of securities.
Rights and Warrants. The Fund also may invest in warrants or rights.
Warrants are options to purchase equity securities at specific prices valid for
a specific period of time. Their prices do not necessarily move parallel to the
prices of the underlying securities. Rights are similar to warrants, but
normally have a short duration and are distributed directly by the issuer to its
shareholders. Rights and warrants typically have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer.
Foreign Securities. Although the Fund intends to focus its investments in
the securities of companies based in North America, including Bermuda, it will
generally also purchase equity securities issued or guaranteed by companies
organized and based in countries other than in North America. They may be traded
on foreign securities exchanges or in the foreign over-the-counter markets.
Investments in foreign securities may offer special opportunities for
investing but also present special additional risks and considerations not
typically associated with investments in domestic securities. Some of these
additional risks are: reduction of income by foreign taxes; fluctuation in value
of foreign investments due to changes in currency rates or currency control
regulations (for example, currency blockage); transaction charges for currency
exchange; lack of public information about foreign issuers; lack of uniform
accounting, auditing and financial reporting standards in foreign countries
comparable to those applicable to domestic issuers; less volume on foreign
exchanges than on U.S. exchanges; greater volatility and less liquidity on
foreign markets than in the U.S.; less governmental regulation of foreign
issuers, stock exchanges and brokers than in the U.S.; greater difficulties in
commencing lawsuits; higher brokerage commission rates than in the U.S.;
increased risks of delays in settlement of portfolio transactions or loss of
certificates for portfolio securities; possibilities in some countries of
expropriation, confiscatory taxation, political, financial or social instability
or adverse diplomatic developments; and unfavorable differences between the U.S.
economy and foreign economies. In the past, U.S. government policies have
discouraged certain investments abroad by U.S. investors, through taxation or
other restrictions, and it is possible that such restrictions could be
re-imposed.
Portfolio Turnover. "Portfolio turnover" describes the rate at which the
Fund trades its portfolio securities. For example, if a fund sells all of its
securities during the fiscal year, its portfolio turnover rate would be 100%
annually. The Fund's portfolio turnover rate will fluctuate from year to year.
The Fund does not expect to have a portfolio turnover rate of more than 100%
annually, but the Adviser's investment strategies may require higher turnover
from time to time, particularly in the initial phase. Increased portfolio
turnover creates higher brokerage and transaction costs for the Fund, which may
reduce its overall performance. Additionally, the realization of capital gains
from selling portfolio securities may result in distributions of taxable
long-term capital gains to shareholders, since the Fund will normally distribute
all of its capital gains realized each year in order to avoid excise taxes under
the Internal Revenue Code.
Other Investment Techniques and Strategies. In seeking its objective,
although not as part of its principal strategies, the Fund from time to time may
employ the types of investment strategies and investments described below. It is
not required to use all of these strategies at all times, and at times may not
use them.
Hedging. The Fund may from time to time use hedging techniques to attempt
to protect against declines in the market value of the Fund's portfolio, to
permit the Fund to retain unrealized gains in the value of portfolio securities
that have appreciated, or to facilitate selling securities for investment
reasons. While there are many hedging techniques, the Fund currently
contemplates only buying put options ("puts") on securities. However, the Fund
may in the future employ other hedging instruments and strategies if they are
consistent with the Fund's investment objective and are permissible under
applicable regulations governing the Fund. The Fund can buy puts whether or not
it holds the underlying investment in its portfolio. When the Fund purchases a
put, it pays a premium and gains the right to attempt to protect itself against
a decline in the value of the underlying investment below the exercise price
during the put period by selling the underlying investment at the exercise price
to a seller of a corresponding put. If the market price of the underlying
investment is equal to or above the exercise price and, as a result, the put is
not exercised or resold, the put will become worthless at its expiration date.
In that case the Fund will have paid the premium but lost the right to sell the
underlying investment. However, the Fund may sell the put prior to its
expiration. That sale may or may not be at a profit.
The use of hedging instruments requires special skills and knowledge of
investment techniques. If the Adviser uses a hedging instrument at the wrong
time or judges market conditions incorrectly, hedging strategies may reduce the
Fund's return. The Fund's option activities could affect its portfolio turnover
rate and brokerage commissions. For example, the exercise by the Fund of puts on
securities will cause the sale of underlying investments, increasing portfolio
turnover. Although the decision whether to exercise a put it holds is within the
Fund's control, holding a put might cause the Fund to sell the related
investments for reasons that would not exist in the absence of the put. The Fund
could pay a brokerage commission each time it buys a put or sells an underlying
investment in connection with the exercise of a put. Those commissions could be
higher on a relative basis than the commissions for direct purchases or sales of
the underlying investments.
Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements. It might do so for liquidity purposes to meet anticipated
redemptions of Fund shares, pending the investment of the proceeds from sales of
Fund shares, pending the settlement of portfolio securities transactions, or for
temporary defensive purposes, as described below. In a repurchase transaction,
the Fund buys a security from, and simultaneously resells it to, an approved
vendor for delivery on an agreed-upon future date. The resale price exceeds the
purchase price by an amount that reflects an agreed-upon interest rate effective
for the period during which the repurchase agreement is in effect. Approved
vendors include U.S. commercial banks, U.S. branches of foreign banks, or
broker-dealers that have been designated as primary dealers in government
securities. They must meet any credit requirements that may be set by the Fund's
Board of Trustees from time to time. Repurchase agreements, considered "loans"
under the Investment Company Act, are collateralized by the underlying security.
The Fund's repurchase agreements require that at all times while the repurchase
agreement is in effect, the value of the collateral must equal or exceed the
repurchase price to fully collateralize the repayment obligation. However, if
the vendor fails to pay the resale price on the delivery date, the Fund may
incur costs in disposing of the collateral and may experience losses if there is
any delay in its ability to do so. The Adviser will monitor the vendor's
creditworthiness to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.
Temporary Defensive Strategies and Other Investments. The Fund may from
time to time invest in instruments not described above if the Adviser deems that
to be consistent with the Fund's objective and policies. It also may vary its
investments or the allocation among them for temporary defensive reasons, as
described in the Prospectus.
In addition, to raise cash for liquidity purposes, the Fund may lend its
portfolio securities to brokers, dealers and other types of financial
institutions approved by the Fund's Board of Trustees. When it lends securities,
the Fund receives amounts equal to the dividends or interest on loaned
securities. It also receives one or more of (a) negotiated loan fees, (b)
interest on securities used as collateral, and (c) interest on any short-term
debt securities purchased with such loan collateral. Either type of interest may
be shared with the borrower. The Fund may also pay reasonable finder's,
custodian and administrative fees in connection with these loans. The Fund
currently does not intend to engage in loans of securities, but if it does so,
such loans will not likely exceed 5% of the value of Fund's total assets and, in
any event, will be limited to not more than 10% of such value.
There are some risks in connection with securities lending. The Fund might
experience a delay in receiving additional collateral to secure a loan, or a
delay in recovery of the loaned securities if the borrower defaults. The Fund
must receive collateral for a loan. Under current applicable regulatory
requirements (which are subject to change), on each business day the loan
collateral must be at least equal to the value of the loaned securities. It must
consist of cash, bank letters of credit, securities of the U.S. government or
its agencies or instrumentalities, or other cash equivalents in which the Fund
is permitted to invest. To be acceptable as collateral, letters of credit must
obligate a bank to pay amounts demanded by the Fund if the demand meets the
terms of the letter. The terms of the letter of credit and the issuing bank both
must be satisfactory to the Fund.
Fundamental Policies. Except where stated to be non-fundamental, the
following additional investment restrictions are fundamental policies of the
Fund that may only be changed with the approval of a majority of the outstanding
voting securities of the Fund.
o The Fund may borrow from banks on an unsecured basis to invest the
borrowed funds in portfolio securities (a speculative technique known as
"leverage"), for temporary defensive reasons or if necessary or advisable to
fund redemptions of Fund shares. The Fund may borrow only from banks. Under
current regulatory requirements, borrowings can be made only to the extent that
the value of the Fund's assets, less its liabilities other than borrowings, is
equal to at least 300% of all borrowings (including the proposed borrowing). If
the value of the Fund's assets fails to meet this 300% asset coverage
requirement, the Fund will reduce its bank debt within three days to meet the
requirement. To do so, the Fund might have to sell a portion of its investments
at a disadvantageous time. The Fund will pay interest on these loans, and that
interest expense will raise the overall expenses of the Fund and reduce its
returns. If it does borrow, the Fund's expenses will be greater than comparable
funds that do not borrow. Additionally, the Fund's net asset value per share
might fluctuate more than that of funds that do not borrow. Currently, the Fund
does not contemplate borrowing for leverage, and if it does so, it will not
likely do so to a substantial degree. The Fund has a non-fundamental policy
that, during any period that the Fund's borrowings exceed 5% of its total
assets, the Fund will not purchase portfolio securities. The Fund cannot pledge,
mortgage or otherwise encumber, transfer or assign its assets to secure a debt.
However, the use of escrow or other collateral arrangements in connection with
the Fund's policies on borrowing is permitted.
o The Fund may not lend money. However, it can invest in debt securities
that the Fund's investment policies and restrictions permit it to purchase. The
Fund may also lend its portfolio securities and enter into repurchase
agreements.
o The Fund may not invest in real estate or in interests in real estate.
However, the Fund can purchase securities of companies holding real estate or
interests in real estate.
o The Fund may not underwrite securities of other companies. A permitted
exception would be a case in which it is deemed to be an underwriter under the
Securities Act of 1933 when reselling any securities held in its own portfolio.
o The Fund may not issue "senior securities," but this does not prohibit
certain investment activities for which assets of the Fund are designated as
segregated, or margin, collateral or escrow arrangements are established, to
cover the related obligations. Examples of those activities, which are not
principal investment strategies, include borrowing money and investing in
reverse repurchase agreements, as described above, as well as other techniques
such as delayed-delivery and when-issued arrangements for portfolio securities
transactions.
Concentration. As described in the Prospectus, the Fund has a policy of
concentrating its investments in the financial services and health care group of
industries. The Adviser believes that, as the world's population ages, the
demands on companies offering health care and financial services will increase
dramatically and alter the way retirement and lifestyle services are delivered.
The fastest growing segment are those over 85 years old. Providing care (and
paying for it) for this burgeoning population is predicted to be a growing
priority and growth segment of the economy of developed nations. The Adviser
also focuses on companies whose business involves increasing the efficiency of
companies in the financial and health care services fields, which - it believes
- are only beginning to rationalize their historically high administrative
expense levels in order to expand their services and add more value to clients
and shareholders.
MANAGEMENT OF THE FUND
The Trustees named below are responsible for setting policy and overseeing
the Fund's activities. The Trustees hire and supervise the performance of the
companies that provide services to the Fund, such as the investment adviser, the
independent accountants, and the custodian.
As a Massachusetts business trust, the Fund is not required to hold, and
does not plan to hold, regular annual meetings of shareholders. The Fund will
hold meetings when required to do so by the Investment Company Act or other
applicable law. It will also do so when a shareholder meeting is called by the
Trustees or upon proper request of the shareholders. Shareholders have the right
to elect Trustees only as and when required by the Investment Company Act of
1940, and may remove a Trustee in accordance with the Trust's Declaration of
Trust and Bylaws.
The following table provides information regarding each Trustee and
officer of the Fund:
POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND DURING PAST 5 YEARS
--------------------- ---------------- -----------------------
William O. Bailey Trustee o Terra Nova (Bermuda) Holdings
P.O. Box SN197 Ltd., Former Chairman, President
Southampton, Bermuda & CEO (insurance holding company)
Age: 74 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: 68
William W. Dyer, Jr.* Trustee and o Century Capital Management, Inc.,
One Liberty Square Vice President Director and Former Managing
Boston, Massachusetts Director (investment adviser)#
Age: 66 o Century Shares Trust, Trustee
(investment company)#
o CCP Capital, Inc., Director and
Former Vice President (management
services)#
o CCP Capital II, LLC, Managing
Member (management services)#
Allan W. Fulkerson* Trustee and o Century Capital Management, Inc.,
One Liberty Square Chairman of the President and Director
Boston, Massachusetts Trustees (investment adviser)#
Age: 67 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)#
Davis R. Fulkerson* Trustee o Century Capital Management, Inc.,
One Liberty Square Managing Director (investment
Boston, Massachusetts adviser)#
Age: 35 o Century Shares Trust, Trustee
(investment company)#
o CCP Capital II, LLC, Managing
Member (management services)#
o Massachusetts Fiduciary Advisors,
Inc., Vice President (investment
adviser)#
Ernest E. Monrad Trustee o Northeast Investors Trust,
50 Congress Street Chairman of the Trustees
Boston, Massachusetts (investment company)
Age: 70 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: 69 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: 61
Alexander L. Thorndike* Trustee and o Century Capital Management, Inc.,
One Liberty Square Vice President Managing Director (investment
Boston, Massachusetts adviser)#
Age: 34 o Century Shares Trust, Trustee
(investment company)#
o CCP Capital II, LLC, Managing
Member (management services)#
o William Blair and Company LLC,
Analyst (broker-dealer)
Richard F. Cook, Jr. Secretary o Century Capital Management, Inc.,
One Liberty Square Managing Director, Treasurer,
Boston, Massachusetts Clerk and Director (investment
Age: 49 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. Allan and Davis Fulkerson, Dyer, Thorndike, and Cook are
affiliated with the Adviser and receive no compensation from the Fund. The
remaining Trustees of the Fund are expected to receive the compensation shown
below from the Fund and from Century Shares Trust (also managed by the Adviser)
with respect to the Fund's fiscal year ending October 31, 2000.
PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS FROM FUND
ACCRUED AND FUND
AGGREGATE AS PART OF COMPLEX
NAME OF PERSON, COMPENSATION FUND PAID TO
POSITION FROM THE FUND(1) EXPENSES (2) TRUSTEES(3)
--------------- ------------- ------------ -----------
William O. Bailey,
Trustee $ 375 -- $ 20,375
John E. Beard,
Trustee $ 375 -- $ 20,375
Ernest E. Monrad,
Trustee $ 375 -- $ 20,375
Michael J. Poulos,
Trustee $ 375 -- $ 20,375
Jerry S.Rosenbloom,
Trustee $ 375 -- $ 20,375
--------
(1) Estimated to be received during the current fiscal year ending October 31,
2000.
(2) The Fund neither sponsors nor pays pension or retirement benefits to
Trustees or officers of the Fund.
(3) Received and estimated to be received during the period beginning November
1, 1999 and ending October 31, 2000.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of October 5, 2000, the Trustees and officers as a group owned 25.7% of
the outstanding shares of the Institutional Class and less than 1% of the
outstanding shares of the Investor Class. As of October 5, 2000, Fox & Co., P.O.
Box 976, New York, NY 10268, was the record owner of an account with a share
balance equal to approximately 24.5% of the outstanding shares of the
Institutional Class. As of October 5, 2000, Reunion Partners, LLC, P.O. Box 164,
Medina, NY 98039, was the record owner of an account with a share balance equal
to approximately 14.6% of the outstanding shares of the Institutional Class.
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., and Alexander L. Thorndike are Vice Presidents
and Trustees of the Fund, and they, along with Richard F. Cook, Jr., Secretary
of the Fund, each serve as a Director and/or Managing Director of the Adviser.
The Fund pays the Adviser a management fee at the end of every month. The
fee will be determined and accrued on a daily basis by calculating a basic fee
equal to 0.95% per annum, dividing it by 365, and applying the result to the
Fund's closing net assets for the day.
As investment adviser to the Fund, the Adviser acts with discretionary
authority to invest the Fund's assets. The Adviser also performs (or arranges
for performance of) certain management and administrative services necessary for
the operation of the Fund. These services include providing office space,
equipment and facilities, supervising relations with the Fund's custodian,
transfer agent, accountants, attorneys and other third-party service providers,
preparing shareholder communications, conducting shareholder relations,
maintaining the Fund's existence and records and maintaining the Fund's
registration and qualification for sale of its shares. The Adviser may be
reimbursed by the Fund for the allocated cost of the Adviser's employees'
providing shareholder, transfer agent and accounting services to the Fund. The
Fund will pay, or may reimburse the Adviser for, its organization and start-up
costs and all other expenses not borne by the Adviser. The Adviser's management
fee is allocated to each class of shares based upon the relative portion of the
Fund's net assets represented by that class, as are other fund expenses unless
allocations can be made directly to a class, as with the expenses of
distributing and servicing Investor Shares under the Distribution and Service
(12b-1) Plan, transfer and shareholder servicing agent fees and expenses, and
the costs of holding shareholder meetings (to the extent such expenses pertain
only to a specific class).
The Adviser may from time to time bear expenses for the Fund, subject to
reimbursement of all or part of such amounts by the Fund or the respective
classes. Additionally, the Adviser may elect at any time to waive some or all of
its management fee, and if it does so, may discontinue the waiver at any time.
The investment advisory agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment advisory
agreement, the Adviser shall not be liable for any loss resulting from a good
faith error or omission on its part with respect to any of its duties under the
agreement.
The agreement permits the Adviser to act as investment advisor for any
other person, firm or fund. The agreement permits the Fund to use the name
"Century," which is used by the Adviser under license, only so long as the
Adviser is permitted to use such name by the owner thereof. If the Adviser shall
no longer be permitted to use the name Century, the Adviser will withdraw the
right of the Fund to use the name Century as part of its name unless the Fund
made separate arrangements with the owner.
Principal Underwriter and Sub-Administrator. Forum Fund Services, LLC
("FFS"), Two Portland Square, Portland, Maine 04101, serves as the distributor
(also known as principal underwriter) and sub-administrator of the shares of the
Fund pursuant to a distribution and sub-administration agreement with the Fund.
FFS is a registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc. FFS does not receive any compensation for distributing
the Fund's shares. However, the Adviser pays FFS a fee for certain
administrative services provided to the Fund.
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.
----------
(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.
The Plan has been approved by a vote of the Board of Trustees, including a
majority of the independent Trustees, cast in person at a meeting called for the
purpose of voting on it. The plan also has been approved by the holders of a
"majority" (as defined in the Investment Company Act) of the shares of the
applicable class. Unless the Plan is terminated as described below, it will
continue in effect from year to year but only if the Fund's Board of Trustees
and its independent Trustees specifically vote annually to approve its
continuance by a vote cast in person at a meeting called for the purpose of
voting on continuing the plan. The Board of Trustees and the independent
Trustees must approve all material amendments to the Plan, and an amendment to
increase materially the amount of payments to be made under the Plan must be
approved by the Investor class shareholders. The Plan may be terminated at any
time by the vote of a majority of the independent Trustees or by the vote of the
holders of a "majority" of the outstanding Investor shares.
The Plan states that while it is in effect, the selection and nomination
of those Trustees of the Fund who are not "interested persons" of the Fund is
committed to the discretion of the independent Trustees. This does not prevent
the involvement of others in the selection and nomination process, as long as
the final decision as to selection or nomination is approved by a majority of
the independent Trustees.
Transfer Agent and Dividend Paying Agent. State Street Bank and Trust
Company, One Heritage Drive, North Quincy, Massachusetts, acts directly as the
Fund's transfer and dividend paying agent with respect to Institutional Shares
and, through its subsidiary Boston Financial Data Services, Inc., 66 Brooks
Drive, Braintree, Massachusetts, acts as the Fund's transfer agent and
dividend paying agent with respect to Investor Shares.
Custodian. State Street Bank and Trust Company, One Heritage Drive, North
Quincy, Massachusetts, acts as the custodian of the Fund's cash and investment
securities. The custodian also is responsible for receipt and delivery of the
Fund's investment securities, as well as other matters specified in the
custodial agreement.
Accountants. Deloitte & Touche LLP, 200 Berkeley Street, Boston,
Massachusetts, acts as the independent accountants for the Fund. The independent
accountants are responsible for auditing the Fund's financial statements.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Fund's portfolio transactions are executed by broker-dealers and banks
selected by the Adviser. The Adviser selects broker-dealers to execute Fund
investment transactions based on many factors, including the size and type of
the transaction, the reputation, experience, and quality of services rendered by
the broker-dealer in other transactions, and the reasonableness of the
commission, if any. Execution at the most favorable prices and in the most
effective manner possible are the primary considerations. To minimize brokerage
charges, the Adviser seeks to execute portfolio transactions with a primary
market maker in over-the-counter transactions, except in those circumstances
where better prices and execution are available elsewhere. Purchases from market
makers or other dealers will include the spread between the bid and the asked
price.
When more than one broker-dealer firm meets the foregoing criteria for a
particular transaction, the Adviser may give consideration to those firms that
supply research services that may contribute to the overall performance of the
Fund and of the Adviser's other client accounts, and not all of these services
may be used in connection with the Fund. The research services may include
analysis, quotations and statistical or other information, and the Adviser may
at times pay a higher commission rate than might have been available elsewhere
in recognition of the value of such services; however, the transaction will
always meet the Adviser's overall criteria for obtaining best execution.
Investment decisions for the Fund are made independently from those for
other clients of the Adviser and suitability is always a paramount
consideration. Nevertheless, it is possible that at times the same securities
will be acceptable for the Fund and for one or more other client accounts,
including other investment companies and accounts in which the Adviser or its
affiliates may have interests. In such cases, purchase or sale orders may be
aggregated if the Adviser determines that will facilitate execution or obtaining
a favorable price, or the Fund and any of such other accounts may receive a
price that represents the average price of several transactions in the same
security. The Adviser has adopted allocation procedures designed to allocate
securities and prices fairly between the Fund and the Adviser's various other
accounts.
CAPITAL STOCK AND OTHER SECURITIES
The Fund is a series of Century Capital Management Trust. The number of
shares of the Fund and of the Trust is not limited. Except with respect to
differences arising among different series and different classes within a series
as described in the Prospectus and in this Statement of Additional Information,
each share has the same rights as every other share. Shares have no preemptive
rights and are fully paid and non-assessable. Shares are freely transferable,
and each share has one vote at shareholder meetings, with fractional shares
voting proportionally on matters submitted to the vote of shareholders. Each
share of the Fund represents an interest in the Fund proportionately equal to
the interest of each other share of the same class.
Series of Shares of the Trust. The Fund is the initial series of shares
under the Trust. The Trustees may create and issue additional series of shares,
subject to the Investment Company Act of 1940 and the rules promulgated
thereunder, when, as and if they may determine, without further action by the
shareholders. The Declaration of Trust gives the Trustees authority to fix and
determine the relative rights and preferences as between different series as to
dividends and other distributions and on liquidation or termination of the Fund,
and also to determine provisions concerning investment, reinvestment, sinking or
purchase trusts, conversion rights, the manner of determining Trustee
remuneration with respect to such series, and conditions under which (to the
extent permitted by the Investment Company Act of 1940) the several series shall
have separate voting rights or no voting rights. Each series may have separate
voting rights on matters in which interests of one series are different from
interests of another series, and votes as a separate series on matters that
affect that series alone. The consideration received from the sale of shares of
any series and all assets in which such consideration is invested or reinvested
and all income and proceeds thereof will irrevocably belong to that series for
all purposes, and they will be charged with the liabilities of the Fund in
respect of that series, with assets and liabilities not readily identifiable as
those of a particular series being allocated by the Trustees as they deem fair
and equitable.
Classes of Shares of a Series. The Board of Trustees also has the power,
without shareholder approval, to divide unissued shares of any series of the
Trust, including the Fund, into two or more classes. The Fund currently has two
classes of shares: the Investor and Institutional classes. All classes of any
series invest in the same investment portfolio. Each class of shares: has its
own dividends and distributions, pays certain expenses that may be different for
the different classes, may have a different net asset value, may have separate
voting rights on matters in which interests of one class are different from
interests of another class, and votes as a class on matters that affect that
class alone.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's share classes recognizes two types of Fund expenses.
General expenses that do not pertain specifically to any one class are allocated
pro rata to the shares of all classes. The allocation is based on the percentage
of the Fund's total assets that is represented by the assets of each class, and
then equally to each outstanding share within a given class. Such general
expenses include management fees, legal, bookkeeping and audit fees, printing
and mailing costs of shareholder reports, Prospectuses, Statements of Additional
Information and other materials for current shareholders, fees to independent
Trustees, custodian expenses, share issuance costs, organization and start-up
costs, interest, taxes and brokerage commissions, and non-recurring expenses,
such as litigation costs. Other expenses that are directly attributable to a
particular class are allocated equally to each outstanding share within that
class. Examples of such expenses include the Distribution and Service Plan fees
for the Investor Shares, transfer and shareholder servicing agent fees and
expenses, and shareholder meeting expenses (to the extent that such expenses
pertain only to a specific class).
Dividends are calculated in the same manner, at the same time, and on the
same day for each class of shares. However, dividends on Investor class shares
are expected to be lower than dividends on Institutional class shares because of
the effect of the asset-based Distribution and Service Plan charge on Investor
class shares. Those dividends also will differ in amount as a consequence of any
difference in the net asset values of the different classes of shares.
Upon a liquidation of the Trust or Fund, holders of shares would receive a
pro rata portion of the net assets remaining after settlement of liabilities,
including those of the respective classes.
Shareholder and Trustee Liability. The Declaration of Trust contains an
express disclaimer of shareholder or Trustee liability for the obligations of
the Trust or any series thereof (including the Fund). It also provides for
indemnification and reimbursement of expenses out of the property of the
applicable series for any shareholder held personally liable for its
obligations. The Declaration of Trust also states that upon request, a series
shall assume the defense of any claim made against a shareholder for any act or
obligation of the series and shall satisfy any judgment on that claim.
Massachusetts law permits a shareholder of a business trust (such as the Trust)
to be held personally liable as a "partner" in certain circumstances. However,
even if those circumstances applied, the risk that a shareholder of the Trust
would incur financial loss from being held liable as a "partner" of the Fund is
limited to the relatively remote circumstances in which the Fund would be unable
to meet its obligations.
The contractual arrangements of the Trust or any series thereof state that
any person doing business with the Trust or such series (and each shareholder of
any series of the Trust, including the Fund) agrees under the Declaration of
Trust to look solely to the assets of the Trust for satisfaction of any claim or
demand that may arise out of any dealings with the Trust or any series. In
addition, to the extent permitted by law, the Trustees shall have no personal
liability to any such person.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Purchase and Redemption of Shares. The Fund offers its shares directly to
the public without any sales charge, as described in the Prospectus. The shares
also may be purchased through broker-dealers and "fund supermarkets," which may
charge a fee for this service. The Fund may from time to time issue its shares
in exchange for securities held in the portfolio of another investment company,
trust, or securities owner. Such a transaction would generally involve the
issuance of Fund shares at net asset value, based upon the value of the
securities acquired. The minimum initial investment for Investor Shares is
$1,000; the minimum investment for subsequent purchases is $50. For
Institutional Shares, the minimum initial investment is $250,000; there is no
minimum for subsequent investments. For investors purchasing Institutional
Shares through registered investment advisers, institutions such as trusts or
foundations, or other qualified investors purchasing through an omnibus account,
shareholder purchases may be aggregated to meet the minimum. The minimum for
Institutional Shares does not apply to accounts of the Adviser, its affiliates
and related persons, or any of their employees.
If the value of your Institutional Share account is below $150,000
following any redemption or transfer by you, you will have a 30-day period in
which to invest an amount sufficient to restore the account value to at least
$250,000. If not, the entire account will thereupon be converted to Investor
Shares. You should consult your tax adviser as to the consequences of such a
conversion in your case. If following a transfer of Institutional Shares, the
recipient's account value is less than $150,000, the recipient's account will be
converted to Investor Shares.
A broker-dealer or other intermediary may be a designated agent of the
Fund. If so, orders that it accepts for the purchase of shares at any time until
the daily computation of the Fund's net asset value per share would receive that
price. The agent will segregate orders received on a business day after the
daily computation time and transmit those to the Fund separately for execution
at the net asset value next computed after that business day. A purchase made
through an intermediary that is not a designated agent of the Fund is made at
the net asset value next determined after the order is actually received by the
Fund.
Share redemptions may be made directly from the Fund or through an
intermediary, which may charge a fee for the service. Shares may be redeemed at
any time at net asset value, subject to a redemption fee upon redemption of
shares held less than six months, at the rate of 0.60% of the redemption
proceeds for Investor Shares and 0.50% for Institutional Shares, as described in
more detail in the Prospectus under Shareholder Information - Pricing of Fund
Shares. The Fund may redeem shares in any account valued at less than $500 after
any redemption by the shareholder to minimize the disproportionately high
administrative costs associated with small account balances. The Fund has the
right to suspend redemptions when the New York Stock Exchange is closed (other
than on weekends or holidays) or trading on the New York Stock Exchange is
restricted during any period permitted by order of the Securities and Exchange
Commission for the protection of investors.
The Fund is permitted to deliver assets in kind (in whole or in part) in
lieu of cash for large redemptions pursuant to Rule 18f-1 under the Investment
Company Act of 1940. The Trustees are obligated to redeem shares solely in cash
up to the lesser of $250,000 or 1% of the liquidating value of the Fund during
any 90-day period for any one shareholder, but may make redemptions in kind
above that limitation. Shareholders receiving redemptions in kind may incur
brokerage costs in converting securities received in cash.
Offering Price. The offering price of the Fund's shares is the net asset
value per share. Net asset value of the Fund is determined by the Fund's
custodian as described in the Prospectus. Equity securities traded on a national
securities exchange or Nasdaq are valued at the last sale price on the national
securities exchange on which such securities are primarily traded or Nasdaq, as
the case may be. Securities for which there were no transactions on a given day
or securities not listed on an exchange or Nasdaq are valued at the most recent
bid prices. Other exchange-traded securities (generally foreign securities) will
generally be valued based on market quotations. Securities quoted in foreign
currency, if any, are valued in U.S. dollars at the foreign currency exchange
rate prevailing at the time the net asset value per share is determined.
Short-term obligations, maturing in 60 days or less, are valued at
amortized cost, which approximates value. Other debt securities are valued by a
pricing service that utilized electronic date processing techniques to determine
values for normal institutional-sized trading units of debt securities without
regard to sale or bid prices when such techniques are believed to more
accurately reflect the fair market value for such securities. Otherwise, sale or
bid prices are used. Any securities or other assets for which market quotations
are not readily available are valued at fair value as determined in good faith
by the Trustees.
TAXATION OF THE FUND
The Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code for 1999 and thereafter. This special tax status means
that the Trust will not be liable for federal tax on income and capital gains
distributed to shareholders. In order to preserve its tax status, the Trust must
comply with certain requirements. If the Trust fails to meet these requirements
in any taxable year, it will be subject to tax on its taxable income at
corporate rates, and all distributions from earnings and profits, including any
distributions of net tax-exempt income and net long-term capital gains, will be
taxable to shareholders as ordinary income. In addition, the Trust could be
required to recognize unrealized gains, pay substantial taxes and interest, and
make substantial distributions before regaining its tax status as a regulated
investment company.
UNDERWRITERS
Under a distribution and sub-administration agreement with the Fund (the
"Distribution Agreement"), FFS acts as the agent of the Fund in connection with
the offering of shares of the Fund. FFS continually distributes shares of the
Fund, but has no obligation to sell any specific quantity of Fund shares. FFS
may, at its own expense and from its own resources, compensate certain persons
who provide services in connection with the sale or expected sale of shares of
the Fund. FFS does not receive any compensation for distributing the Fund's
shares. However, the Adviser pays FFS a fee for certain administrative services
provided to the Fund.
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 or the
Nasdaq stock indexes, (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, Wiesenberger Investment Companies Service, Consumers Digest, Consumer
Reports, Financial World, Kiplinger's Personal Finance Magazine, New York Times,
Smart Money, USA Today, U.S. News and World Report, and Worth, and such
information may also be presented, as well as performance listings or rankings
from various other sources including Bloomberg Financial Markets,
CDA/Wiesenberger, Donoghue's Mutual Fund Almanac, Ibbotson Associates,
Investment Company Data, Inc., Johnson's Charts, Kanon Bloch Carre and Co.,
Lipper, Inc., Micropal, Inc., Morningstar, Inc., Schabacker Investment
Management and Towers Data Systems, Inc. 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.
In such communications from time to time the Fund may also present
historical information depicting the value of a hypothetical account of the Fund
since inception; it may reproduce material from previous Fund prospectuses,
reports, or other documents for illustrative or comparative purposes; and it may
provide general current or historical information about economic, political, or
business conditions affecting the industry sectors in which it invests. Such
information may be presented in various forms, including through quotations from
publications such as those listed above or quotations from interviews given by
one or more portfolio managers or other employees of the Adviser to print media,
such as The Wall Street Journal or Business Week, or any electronic news media.
In presenting investment results, the Fund may also include references to
certain financial planning concepts, including (a) an investor's need to
evaluate his financial assets and obligations to determine how much to invest;
(b) his need to analyze the objectives of various investments to determine where
to invest; and (c) his need to analyze his time frame for future capital needs
to determine how long to invest. The investor controls these three factors, all
of which affect the use of investments in building assets.
Average Annual Total Return. The "average annual total return" of each
class is an average annual compounded rate of return for each year in a
specified number of years. It is computed as follows. A hypothetical investment
of $1,000 ("Invested Amount") is assumed to have been made in each class of
shares at the beginning of the investment period, resulting in the purchase of a
certain number of shares of that class at the effective net asset value. All
income dividend and capital gain distributions made by the Fund over such period
are assumed to have been reinvested in additional shares of that class at the
then effective net asset value, thereby increasing share holdings. At the end of
the investment period, the number of shares of that class then assumed held is
multiplied by the ending net asset value of that class, resulting in the amount
which the assumed investment would have been worth on redemption at that time
("Redeemed Amount"). The Redeemed Amount is then compared to the Invested
Amount, and the average annual compounded rate of return for that class is
derived for the period by application of a standard compound interest rate
calculation. The average annual total return figures are computed by finding the
average annual compounded rates of return over the 1, 5 and 10 year periods that
would equate the initial amount invested in each class to the ending redeemable
value, according to the formula P(1 + T)n = ERV, where:
P = a hypothetical initial payment of $1,000,
T = average annual total return,
n = number of years, and
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year
periods (or fractional portion thereof).
<PAGE>
FINANCIAL STATEMENTS
CENTURY SMALL CAP SELECT FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 9, 1999
Assets:
Cash $ 100,100
Liabilities --
---------
Net assets for 10,010 institutional shares of beneficial
interest outstanding $ 100,100
=========
Net Asset Value, Redemption Price and Offering Price Per Share $ 10.00
=========
BUSINESS AND ORGANIZATION
Century Small Cap Select Fund (the "Fund") was organized as a series of Century
Capital Management Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts. The Fund has been inactive except for matters
relating to its organization and registration as an investment company under the
Investment Company Act of 1940 and the sale of 10,010 shares of beneficial
interest to Century Capital Management, Inc., the Fund's investment adviser.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees of Century Capital Management Trust and the Shareholder of
Century Small Cap Select Fund:
We have audited the accompanying statement of assets and liabilities of Century
Small Cap Select Fund (a series of Century Capital Management Trust) as of
December 9, 1999. This financial statement is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statement presents fairly, in all material
respects, the financial position of Century Small Cap Select Fund at December 9,
1999 in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December 10, 1999
The Fund's unaudited financial statements appearing in the Fund's semi-annual
report for the six months ended April 30, 2000, are incorporated by reference
into this Statement of Additional Information. You may obtain a copy of the
semi-annual report without charge upon request to the Fund.
<PAGE>
CENTURY SMALL CAP SELECT FUND
FUND N-1A
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) Agreement and Declaration of Trust dated August 27, 1999. Filed as
Exhibit 23(a) to the Fund's initial registration statement
(registration no. 333-86067) filed August 27, 1999 and incorporated
herein by reference.
(b) By-Laws dated August 27, 1999. Filed as Exhibit 23(b) to the Fund's
initial registration statement (registration no. 333-86067) filed
August 27, 1999 and incorporated herein by reference.
(c) Not applicable.
(d) Investment Advisory and Management Services Agreement dated December
13, 1999 between the Fund and Century Capital Management, Inc. filed
as Exhibit 23(d) to pre-effective amendment no. 2 to the Fund's
registration statement (registration no. 333-86067) filed December 16,
1999 and incorporated herein by reference.
(e) Distribution and Subadministration Agreement dated as of October 1,
2000, by and among the Fund, Century Capital Management, Inc., and
Forum Fund Services, LLC. Filed herewith.
(f) Not applicable.
(g) Custodian Contract dated December 9, 1999 between the Fund and State
Street Bank and Trust Company filed as Exhibit 23(g) to pre-effective
amendment no. 2 to the Fund's registration statement (registration no.
333-86067) filed December 16, 1999 and incorporated herein by
reference.
(h) (i) Transfer Agency and Service Agreement dated December 9, 1999
between the Fund and State Street Bank and Trust Company filed
as Exhibit 23(h)(i) to pre-effective amendment no. 2 to the
Fund's registration statement (registration no. 333-86067) filed
December 16, 1999 and incorporated herein by reference.
(ii) Fee Waiver and Expense Limitation Letter from Century Capital
Management, Inc. to the Fund filed as Exhibit 23(h)(ii) to
pre-effective amendment no. 2 to the Fund's registration
statement (registration no. 333-86067) filed December 16, 1999
and incorporated herein by reference.
(i) (i) Opinion of counsel as to legality of shares being registered as
Exhibit 23(i) to pre-effective amendment no. 2 to the Fund's
registration statement (registration no. 333-86067) filed
December 16, 1999 and incorporated herein by reference.
(ii) Consent of Counsel. Filed herewith.
(j) Consent of certified public accountants. Filed herewith.
(k) Not applicable.
(l) Investment Letter from Century Capital Management, Inc. to the Fund
filed as Exhibit 23(l) to pre-effective amendment no. 2 to the Fund's
registration statement (registration no. 333-86067) filed December 16,
1999 and incorporated herein by reference.
(m) Distribution and service plan dated December 13, 1999 adopted pursuant
to Rule 12b-1 filed as as Exhibit 23(m) to pre-effective amendment no.
2 to the Fund's registration statement (registration no. 333-86067)
filed December 16, 1999 and incorporated herein by reference.
(n) Multiple class plan dated December 13, 1999 adopted pursuant to Rule
18f-3 filed as Exhibit 23(o) to pre-effective amendment no. 2 to the
Fund's registration statement (registration no. 333-86067) filed
December 16, 1999 and incorporated herein by reference.
(p) (i) Code of Ethics of Century Capital Management Trust (as amended
June 7, 2000). Filed herewith.
(ii) Code of Ethics of Century Capital Management Inc. (as amended
June 7, 2000). Filed herewith.
(iii) The Fund is not required to file the Code of Ethics for Forum
Fund Services, LLC pursuant to the exception provided by Rule
17j-1(c)(3) under the Investment Company Act of 1940.
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.
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 a general partner of
ISF Limited Partnership.
Century Capital Partners, L.P. DE CCP Capital, Inc. is the
general partner of, and
Century Capital Management,
Inc. is the investment
adviser to, Century Capital
Partners, L.P.
Century Capital Partners II, L.P. DE CCP Capital II, LLC is the
general partner of, and
Century Capital Management,
Inc. is the investment
adviser to, Century Capital
Partners II, L.P.
Century Merchant Bankers LLC MD Century Capital Management,
Inc. and Mr. Fulkerson are
the sole members.
ITEM 25. INDEMNIFICATION.
Reference is made to the provisions of Article VII of registrant's Agreement and
Declaration of Trust filed as Exhibit 23(a) to this registration statement, and
incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of the Trust
pursuant to the foregoing provisions, or otherwise, the Trust has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding), is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Trust will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
Under the Distribution Agreement, except for material breaches of the
agreement or applicable law, FFS is not liable for any error of judgment or
mistake of law or in any event whatsoever except for willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under the agreement. In
addition, FFS and certain related parties (such as FFS's officers and persons
that control FFS) would be entitled to be indemnified by the Fund against all
claims and expenses in any way related to alleged untrue statements of
material fact contained in the Fund's registration statement or prospectuses
or any alleged omission of a material fact required to be stated therein to
make statements contained therein not misleading. The Fund, however, will
not indemnify FFS for any such misstatements or omissions if they were made
in reliance upon information provided in writing by FFS in connection with
the preparation of the registration statement or prospectus. The foregoing
description is qualified by reference to Section 9 of the Distribution
Agreement, which is filed as an exhibit to the Fund's registration statement.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Century Capital Management, Inc. (the "Adviser") is the investment adviser to
Century Shares Trust, a registered mutual fund, and two investment limited
partnerships. The Adviser also serves as sub-adviser to two other publicly
traded funds.
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 Small Cap Select Fund One Liberty Square Chairman, Trustee
Boston, MA
Century Merchant Bankers LLC 300 East Lombard Street Director
Suite 610A
Baltimore, MD
CCP Capital, Inc. One Liberty Square President, Director
Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Lumber Mutual Insurance One Speen Street Director & Chairman of
Company Framingham, MA Executive Committee
North American Lumber One Speen Street Director & Chairman of
Insurance Company Framingham, MA Executive Committee
Seaco Insurance Co. One Speen Street Director & Chairman of
Framingham, MA Executive Committee
Mutual Risk Management Ltd. 69 Front Street Director
Hamilton, Bermuda
Terra Nova (Bermuda) 7 Victoria Street Director
Holdings, Inc. Hamilton, Bermuda
Wellington Underwriting plc 2 Minster Court Director
Mincing Lane, London
Cairnstone, Inc. 5201 Blue Lagoon Drive Director
Miami, FL
HCC Insurance Holdings, Inc. 13403 N.W. Freeway Director
Houston, TX
The Galtney Group, Inc. 820 Gessner Director
Houston, TX
International Financial 800 Fifth Avenue Director
Group, Inc. New York, NY
Lua Seguros La Portena SA Bartolome Mitre 363 Director
Buenos Aires
Argentina
Steven Alfano Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
Frank R. Bazos Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
ABN AMRO 280 South LaSalle Street Vice President
Chicago, IL
AdminiQuest, Inc. 111 S. Tejon Street Director
Colorado Springs, CO
Ascendant One, Inc. 410 Amherst Street Director
Nashua, NH
Insystems Technologies, Inc. 19 Allstate Parkway Director
Markham, Ontario
Patrick J. Carolan Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
Wilshire Associates, Inc. 1299 Ocean Avenue Vice President
Suite 700
Santa Monica, CA
Fidelity Investments 82 Devonshire St. Vice President
Boston, MA
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 Small Cap Select Fund 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 Small Cap Select Fund One Liberty Square Trustee and Vice President
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
CORE Insurance Holdings, Inc. 1010 Washington Blvd. Director
Stamford, CT
American Direct Business 5 Waterside Crossing Director
Insurance Agency, Inc. Windsor, CT
Craig Eisenacher Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
General Reinsurance Financial Centre Vice President
Corporation. Stamford, CT
LUA Seguros La Portena, SA Bartolome Mitre 363 SP Director
Buenos Aires, Argentina
Metaserver, Inc. One Century Tower Director
265 Church Street
New Haven, CT
ONLINE! Financial Solutions, 1000 Polan's Parkway Director
Inc. Columbus, OH
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
Ascendant One, Inc. 410 Amherst Street Director
Nashua, NH
Marie Fryer Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
Davis R. Fulkerson Century Capital Management, One Liberty Square Managing Director
Managing Director Inc. Boston, MA
Century Shares Trust One Liberty Square Trustee
Boston, MA
Century Small Cap Select Fund One Liberty Square Trustee
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
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Market Knowledge, Inc. 1120 South Capital Director
Austin, TX
Business Backers Mgmt Co. Solona Beach, CA Director
LoanCity.com San Jose, CA Director
OneCore.com Bedford, MA Director
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
Century Shares Trust One Liberty Square Trustee
Boston, MA
Century Small Cap Select Fund One Liberty Square Trustee and Vice President
Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
William Blair and Company LLC 222 West Adams Street Analyst
Chicago, IL
</TABLE>
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Forum Fund Services, LLC ("FFS"), the Fund's principal underwriter, also
serves as principal underwriter for the following investment companies
registered under the Investment Company Act of 1940, as amended:
The Cutler Trust Monarch Funds
Memorial Funds Sound Shore Fund, Inc.
Forum Funds TrueCrossing Funds
Century Shares Trust
(b) The following officers of FFS hold the following positions with the
Fund. Their business address is Two Portland Square, Portland, Maine 04101.
Name Position with Underwriter Position with Fund
--------------------------------------------------------------------------------
John Y. Keffer President None
David I. Goldstein Secretary None
Ronald H. Hirsch Treasurer None
Benjamin L. Niles Vice President None
Marc D. Keffer Assistant Secretary None
Frederick Skillin Assistant Treasurer None
Nanette K. Chern Chief Compliance Officer None
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by Fund
by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder are in the possession and custody of the Fund, One Liberty Square,
Boston, Massachusetts, 02109 and/or its custodian and co-principal transfer
agent and dividend paying agent (with respect to Institutional Shares), State
Street Bank and Trust Company, One Heritage Drive, North Quincy, Massachusetts,
02171, and/or its co-principal transfer agent and dividend paying agent (with
respect to Investor Shares), Boston Financial Data Services, 66 Brooks Drive,
Braintree, Massachusetts, 02184, and/or its principal underwriter, Forum Fund
Services, LLC, Two Portland Square, Portland, Maine 04101. State Street Bank and
Trust Company (with respect to Institutional Shares) and Boston Financial Data
Services (with respect to Investor Shares), as the Fund's co-transfer agents,
maintain shareholder records. The Fund also maintains portfolio trading
documents and certain corporate documents. The custodian maintains the general
ledger, supporting accounting data and all other accounts, books and documents.
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
NOTICE
A copy of the Agreement and Declaration of Trust of Century Capital Management
Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Registrant by an officer and the trustees of the Registrant as an
officer and Trustees, and not individually, and the obligations of or arising
out of this instrument are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Century Small Cap Select Fund series of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, Registrant ceritifes that it meets all of the requirements for
effectiveness of this Post-Effective Amendment No. 1 to its Registration
Statement (Commission file nos. 333-86067 and 811-09561) under Rule 485(b) under
the Securities Act and has duly caused this amendment to be signed on its behalf
by the undersigned, duly authorized, in the City of Boston, and Commonwealth of
Massachusetts on the 17th day of October, 2000.
CENTURY CAPITAL MANAGEMENT TRUST
By: /s/ Allan W. Fulkerson
---------------------------
Allan W. Fulkerson,
Chairman of the Trustees
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Registration Statement (Commission file nos. 333-86067 and
811-09561) has been signed below by the following persons in the capacities and
on the date indicated:
Signature Title Date
--------- ----- ----
Trustee
------------------------------
William O. Bailey
/s/ John E. Beard Trustee October 17, 2000
------------------------------
John E. Beard
Trustee
------------------------------
William W. Dyer, Jr.
/s/ Allan W. Fulkerson Trustee October 17, 2000
------------------------------
Allan W. Fulkerson
/s/ Davis R. Fulkerson Trustee October 17, 2000
------------------------------
Davis R. Fulkerson
/s/ Ernest E. Monrad Trustee October 17, 2000
------------------------------
Ernest E. Monrad
Trustee
------------------------------
Michael J. Poulos
Trustee
------------------------------
Jerry S. Rosenbloom
/s/ Alexander L. Thorndike Trustee October 17, 2000
------------------------------
Alexander L. Thorndike
<PAGE>
CENTURY SMALL CAP SELECT FUND
EXHIBIT INDEX
Exhibit No. Description
23(e) Distribution and Subadministration Agreement dated as of October 1,
2000, by and among the Fund, Century Capital Management, Inc., and
Forum Financial Services, LLC.
23(i)(ii) Consent of counsel.
23(p)(i) Code of Ethics of Century Capital Management Trust (as amended
June 7, 2000).
(ii) Code of Ethics of Century Capital Management Inc. (as amended
June 7, 2000).
