CENTURY SHARES TRUST, 485BPOS, 1998-04-28

CENTURY SHARES TRUST
485BPOS, 1998-04-28

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<PAGE>

Registration No. 2-11466

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. 71 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 21

(Check appropriate box or boxes.)

CENTURY SHARES TRUST

(Exact Name of Registrant as Specified in Charter)

One Liberty Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code (617) 482-3060

Richard F. Cook, Jr., Secretary

One Liberty Square, Boston, Massachusetts 02109
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering April 30, 1998

It is proposed that this filing will become effective (check appropriate box)

____ immediately upon filing pursuant to paragraph (b)
X on April 30, 1998, 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.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

The Issuer has registered an indefinite number of shares of securities under
the Securities Act of 1933 pursuant to Rule 24f-2, and on February 26, 1998, the
Rule 24f-2 Notice for the Issuer's fiscal year ended December 31, 1997, was
filed.

<PAGE>

CENTURY SHARES TRUST

Cross Reference Sheet

Item No. of Form N-1A Location in Prospectus or SAI
- --------------------- -----------------------------

Part A
------

1 Front Cover
2 Highlights of the Trust
3 Supplementary Information
4 Highlights of the Trust; Investment
Objective & Policies

5 Management of the Trust (P); Shareholder
Services; Highlights of the Trust;
Back Cover
5A Not Applicable [in Annual Report]
6 Shares; Highlights of the Trust;

Dividends; Capital Gain Distributions
and Tax Status

7 How Net Asset Value is Determined;
How to Invest; Shareholder Services;
Tax-Sheltered Retirement Plan
8 How to Withdraw your Investment
9 Not Applicable

Part B
------

10 Cover Page of SAI
11 Cover Page of SAI
12 Not Applicable
13 Investment Restrictions
14 Management of the Trust (SAI)
15 Management of the Trust (SAI)
16 Management of the Trust (P & SAI);
Other Information

17 Other Information
18 Not Applicable
19 How to Invest; How Net Asset Value is
Determined

20 Dividends, Capital Gain Distributions
and Tax Status

21 Not Applicable
22 Investment Performance Information
23 Financial Statements

Part C
------
Information required to
be included in Part C is
set forth under the
respective numbered item
in Part C of this
Registration Statement.
<PAGE>

CENTURY SHARES TRUST

One Liberty Square
Boston, Massachusetts 02109

800-321-1928/617-482-3060

Organized in 1928, Century Shares Trust (the "Trust") operates as a
diversified open-end management investment company. It is a no-load mutual fund,
which means that its shares are offered by the Trust at net asset value without
a sales charge.

The investment objective of the Trust is long-term growth of principal
and income, obtained through investment in a diversified portfolio of common
stocks, or securities convertible into common stocks, of insurance companies and
banks, insurance brokers, and other companies providing services to, or closely
related to, insurance companies and banks.

PROSPECTUS

April 30, 1998

This Prospectus sets forth information about the Trust that a prospective
investor should know before making an investment in the Trust. A Statement of
Additional Information, dated April 30, 1998, has been filed by the Trust with
the Securities and Exchange Commission and is incorporated into this Prospectus
by reference. The Statement is available free of charge upon written request to
the Trust at the above address. Shareholders are advised to retain this
Prospectus for future reference.

<PAGE>

Table of Contents
Page

Highlights of the Trust . . . . . . . . . . . . . . . . . . . . . . . 5
Supplementary Information . . . . . . . . . . . . . . . . . . . . . . 9
Investment Objective and Policies . . . . . . . . . . . . . . . . . . 10
How to Invest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . . . . 16
Tax-Sheltered Retirement Plan . . . . . . . . . . . . . . . . . . . . 18
How to Withdraw Your Investment . . . . . . . . . . . . . . . . . . . 18
Dividends, Capital Gain Distributions and Tax Status. . . . . . . . . 22
Management of the Trust . . . . . . . . . . . . . . . . . . . . . . . 24
Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
How Net Asset Value is Determined . . . . . . . . . . . . . . . . . . 29
Record of Investment Results . . . . . . . . . . . . . . . . . . . . 30

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

HIGHLIGHTS OF THE TRUST

Century Shares Trust (the "Trust") is a "Massachusetts trust" organized in
March, 1928, which operates as a no-load (no sales charge), diversified open-end
management investment company. As of April 1, 1998, the Trust had approximately
12,000 individual and institutional shareholders.

INVESTMENT OBJECTIVE & POLICIES:

The investment objective of the Trust is long-term growth of principal and
income obtained through investment in a diversified portfolio of common stocks,
or securities convertible into common stocks, of insurance companies and banks,
insurance brokers, and other companies providing services to, or closely related
to, insurance companies and banks. At the end of each of the last three years,
the Trust's investments were held predominantly in shares of insurance
companies. Thus, the Trust differs from most investment companies in its
investment approach and concentration. Risk factors facing investors in the
Trust include not only the uncertainties associated generally with investing in
stocks, but also factors arising out of concentration in the insurance and
banking industries where performance will be affected by general industry and
economic conditions as well as other risk factors particular to the insurance
and banking industries.

MINIMUM INITIAL INVESTMENT:

Initial Investment: $500; Subsequent Investments: $25

OFFERING PRICE:

Shares of the Trust may be purchased directly from the Trust at the net
asset value without any sales charge.

HOW TO INVEST:

Complete the Application provided with this Prospectus and send it along
with your check as follows:

By Regular Mail: Century Shares Trust, P.O. Box 8329, Boston
MA 02266-8329

By Courier or Hand: Boston Financial Data Services, Attn: Century
Shares Trust, 2 Heritage Drive, North Quincy,
MA 02171

Feel free to call us toll-free at 800-321-1928 or 617-482-3060 if you have any
questions.

WHO MANAGES THE TRUST?

Century Capital Management, Inc. provides investment advisory and management
services to the Trust under an Investment Advisory and Management Services
Agreement dated as of July 1, 1994, approved by the Trust's Trustees and the
holders of a majority of its outstanding shares. Prior to that date the Trust
was internally managed under the direction of its Trustees.

HOW TO WITHDRAW YOUR INVESTMENT:

Shares may be redeemed at any time at net asset value. The Trustees are
authorized to reduce the redemption price by up to one percent, but have never
done so. See Page 18.

WHAT HAS BEEN THE TRUST'S RECORD?

During the 10-year period ended December 31, 1997, the value of an
investment in Century Shares Trust rose 474.4% for shareholders who accepted
capital gain distributions and income dividends in additional shares. The table
on Page 31 provides details for the period cited including annual fluctuations
in value. During the one, five and ten year periods ended on December 31, 1997,
the average annual total return on an investment in the Trust was 50.13%;,
17.90%;, and 19.10%, respectively. See Page 32.

INDIVIDUAL RETIREMENT ACCOUNTS:

Century Shares Trust offers investors an Individual Retirement Account
(Regular IRA), a Roth Individual Retirement Account (Roth IRA) and an Education
Individual Retirement Account (Education IRA). If you would like to receive
information on these plans, check the appropriate place in the Application, or
call us.

EXPENSE TABLE:

The following table sets forth certain costs and expenses associated with an
investment in the Trust.

Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases None
(as a % of offering price)

Maximum Sales Load Imposed on Reinvested None
Dividends (as a % of offering price)

Deferred Sales Load (as a % of original None
purchase price or redemption proceeds,
as applicable)

Redemption Fees (as a % of amount redeemed, None*
after waiver)

Exchange Fee None

- ----------------
* The Trustees are authorized to reduce the redemption price by up to one
percent, but have never done so. If the Trustees chose to apply this
redemption fee, prior notice would be given. See Page 18.

Annual Fund Operating Expenses
(as a % of average net assets)

Management Fees 0.69%

12b-1 Fees 0%

Other Expenses 0.13%

Total Fund Operating Expenses 0.82%

Example

1 year 3 years 5 years 10 years
------ ------- ------- --------
You would pay the following
expenses on a $1,000
investment, assuming (1) 5%
annual return and (2)
redemption at the end of
each time period: $8 $26 $46 $101

The purpose of this table is to assist an investor in understanding the
various costs and expenses that an investor in the Trust will bear directly
or indirectly. THE EXAMPLE SHOWN ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN
THOSE SHOWN.

SUPPLEMENTARY INFORMATION

FINANCIAL HIGHLIGHTS

These financial highlights should be read in conjunction with the financial
statements and notes thereto, and the report of Deloitte & Touche LLP,
independent certified public accountants, included in the Statement of
Additional Information.
<TABLE>
<CAPTION>

Year Ended December 31,
--------------------------------------------------------------
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of year .... $31.30 $28.07 $21.77 $24.04 $25.68

Income from Investment
Operations:
Net investment income .............. $ .39 $ .46 $ .41 $ .44 $ .43
Net realized and unrealized
gain (loss) on investments ..... 15.25 4.34 7.22 (1.38) (0.52)
Total income (loss) from
investment operations ..... $ 15.64 $ 4.80 $ 7.63 $ (0.94) $ (0.09)

Less Distributions:
From net investment income ......... $ (.38) $ (.46) $ (.41) $ (.45) $ (.45)
From net realized gain (loss)
on investment transactions ...... (1.90) (1.11) (.92) (.88) (1.10)
Total distributions ......... $ (2.28) $ (1.57) $ (1.33) $ (1.33) $ (1.55)
Net Asset Value, end of year .......... $44.66 $31.30 $28.07 $21.77 $24.04
Total Return .......................... 50.1% 17.2% 35.2% (3.9%) (0.4%)
Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $414,576 $270,781 $267,181 $205,904 $242,781
Ratio of expenses to average
net assets ....................... 0.82% 0.87% 0.94% 1.01% 0.82%
Ratio of net investment income
to average net assets ............ 1.04% 1.58% 1.60% 1.93% 1.72%
Portfolio Turnover Rate ............... 6% 3% 5% 2% 19%
Average Commission Rate Paid .......... $.0400 $.0400

<CAPTION>
Year Ended December 31,
--------------------------------------------------------------
1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of year .... $21.03 $16.82 $19.42 $14.62 $14.76

Income from Investment
Operations:
Net investment income .............. $ .48 $ .44 $ .52 $ .49 $ .56
Net realized and unrealized
gain (loss) on investments ..... 5.15 4.81 (2.03) 5.52 1.74
Total income (loss) from
investment operations ..... $ 5.63 $ 5.25 $ (1.51) $ 6.01 $ 2.30

Less Distributions:
From net investment income ......... $ (.42) $ (.47) $ (.51) $ (.50) $ (.54)
From net realized gain (loss)
on investment transactions ...... (.56) (.57) (.58) (.71) (1.90)
Total distributions ......... $ (.98) $ (1.04) $ (1.09) $ (1.21) $ (2.44)
Net Asset Value, end of year .......... $25.68 $21.03 $16.82 $19.42 $14.62
Total Return .......................... 27.0% 31.5% (7.8%) 41.6% 15.7%
Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $260,265 $157,942 $130,098 $150,461 $110,426
Ratio of expenses to average
net assets ....................... 0.84% 0.95% 1.03% 0.94% 0.87%
Ratio of net investment income
to average net assets ............ 1.84% 2.28% 2.82% 2.78% 3.45%
Portfolio Turnover Rate ............... 5% 0% 3% 3% 3%
Average Commission Rate Paid ..........
</TABLE>

TRUST PERFORMANCE

The Trust may from time to time advertise its historical performance data.
Such data is based on historical performance and should not be interpreted as a
representation or guarantee of future performance.

In advertising performance data, the Trust will provide average annual total
return results for each of the one, five, and ten-year periods ending no later
than the last calendar quarter. These results would represent percentage changes
in the value of an investment in the Trust over the applicable period, assuming
reinvestment of all income dividends and capital gain distributions and the
redemption of all share holdings at the end of the period. Performance would be
calculated on an average annual compounded basis, thereby giving effect to
assumed reinvestment over the period.

The Trust might also present total return data for periods of time on a
historical aggregate, rather than average annual compounded basis. This data
would also reflect the changes in share price and reinvestment of income
dividends and capital gains distributions over the period covered, but data
covering periods greater than one year would not be restated on an annual basis.

A further discussion of Trust performance is included in the section
entitled "Record of Investment Results" and in the Trust's Annual Report, which
is provided to shareholders and available from the Trust upon request at no
charge.

INVESTMENT OBJECTIVE AND POLICIES

Century Shares Trust concentrates and invests only in:

(1) shares of insurance companies, banks and trust companies;

(2) shares of insurance brokers and other companies engaged in providing
services to, or in a business closely related to, the insurance and
banking industries;

(3) shares of any subsidiary of a company described in (1) or (2) above;

(4) shares of a company whose principal business is the ownership and
management of a company described in (1) or (2) above; and

(5) debt instruments of domestic governmental and non-governmental issuers
of investment grade at the time of purchase.

The Trust has no restriction on the relative amount of investments which may
be made between the insurance or banking industries. At the end of each of the
last three years, however, the Trust's total investments were held predominantly
in shares in insurance companies (representing approximately 92% to 94% of such
investments (not including cash equivalents) during that period).

The Trust purchases securities primarily for investment, rather than with a
view to trading profits, and accordingly expects to have a low rate of portfolio
turnover which avoids the trading costs associated with a high portfolio
turnover rate. For the last five years, the turnover rate has averaged 7%.

A portion of the Trust's assets is invested in shares of major companies in
the insurance and banking industries in order to participate in their basic
growth. At the same time, the Trust owns shares of many other insurance
companies--less well-known or appreciated in the general marketplace--that it
believes offer superior prospects, seeking with this portfolio mix to produce
above-average results over the years. The Trust is also authorized to invest in
insurance brokers and other service providers to the insurance and banking
industries.

As stated above, the Trust concentrates its investments in shares of
insurance companies and banks, with a predominance in the insurance industry. In
so doing, the Trust's investments will be affected by general market and
economic conditions as well as other risk factors particular to the insurance
and banking industries.

The Trust may invest in all types of insurance companies, including property
and casualty, life and health, multi-line and specialty insurers. The
performance of insurance investments will be subject to risk from different
factors. The earnings of insurance companies will be affected by interest rates,
pricing, claims activity, marketing competition and general economic conditions.
Particular insurance lines will also be influenced by specific matters. Property
and casualty insurer profits may be affected by certain weather catastrophes and
other disasters. Life and health insurer profits may be affected by mortality
and morbidity rates. Individual companies may be exposed to material risks
including reserve inadequacy and the inability to collect from reinsurance
carriers. Insurance companies are subject to extensive governmental regulation,
including the imposition of maximum rate levels, which may not be adequate for
some lines of business. Proposed or potential tax law changes may also ad
versely affect insurance companies' policy sales, tax obligations and
profitability.

The Trust may also invest in various types of bank and trust companies. In
recent years, the Trust's relatively small position in banking institutions has
been held in commercial banks, which accept deposits, make loans and conduct
other banking activities. The investment performance of banks and trust
companies is subject to many risk factors similar to those affecting insurance
companies, including interest rate changes, marketing competition, economic
conditions, and governmental regulation. The laws generally separating
commercial and investment banking, as well as laws governing the capitalization
and regulation of the industry, are currently being studied by governmental
authorities. The services offered by banks may expand if legislation broadening
bank powers is enacted. While providing diversification, expanded powers could
expose banks to well-established competitors, particularly as the historical
distinctions between banks and other financial institutions erode.

The Trust may borrow money only temporarily and no such borrowing may be
made which would cause the outstanding indebted ness of the Trust to exceed 10%
of its gross assets (taken at market) or of its liquidating value, whichever is
lower. Any such borrowings would be subject to the 300% asset coverage
requirement of the Investment Company Act of 1940. If any such borrowing should
be made, maintaining this coverage could entail the Trust's having to liquidate
portfolio securities when it may be disadvantageous to do so.

HOW TO INVEST

You may purchase shares of the Trust at the per share net asset value next
determined (see "How Net Asset Value is Determined") after your purchase order
is received by the Trust in good order. To establish your account with the
Trust, simply send your check-- minimum $500 initial investment--and the
completed Application to:

By Regular Mail By Courier or Hand
--------------- ------------------
Century Shares Trust Boston Financial Data Services
P.O. Box 8329 Attn: Century Shares
Trust Boston, MA 02266-8329 2 Heritage Drive
North Quincy, MA 02171

Shares of the Trust may be purchased at net asset value directly from the
Trust without a sales charge, so 100% of your money goes to work for you.

Investing By Telephone

If you are already a Trust shareholder, you may make additional investments
by telephone in accordance with policies which the Trust has established. The
purchase price will be the per share net asset value next determined following
acceptance of the order. Payment for shares purchased by phone order must be
received by the Trust within seven days following the Trust's acceptance of the
order. If payment is not received within the time required, the order is subject
to cancellation.

At its discretion, the Trust may accept telephone orders from
non-shareholders or from securities dealers. The Trust reserves the right to
suspend or alter the practice of accepting telephone orders generally or in
connection with a specific transaction or to require a deposit prior to
acceptance of a phone order.

Automatic Investing

If you wish, you may purchase additional shares of the Trust by having your
bank account drafted periodically in accordance with your instructions. For more
information and required documentation regarding this program, please contact
the Trust.

Transactions Through Intermediaries

If you wish, you may purchase shares of the Trust through an intermediary,
which may charge you a fee for this service. Such intermediaries include
securities broker-dealers, banks, and "fund supermarkets." An intermediary may
be a designated agent of the Trust. If so, orders that it accepts at any time
until the daily time of computation of the Trust's net asset value would receive
that price per share as the purchase price. The agent is required to segregate
any orders received on a business day after the daily computation time and
transmit those orders to the Trust separately for execution at the net asset
value next determined after that business day. A purchase made through an
intermediary that is not a designated agent of the Trust is made at the net
asset value next determined after the order is actually received by the Trust.

Share redemptions also may be made through intermediaries (see "How to
Withdraw Your Investment"). If you are interested in purchasing or redeeming
shares through a broker-dealer or other intermediary, you may contact the Trust
(telephone numbers are listed on the front page) to obtain current information
on available arrangements.

Investing By Wire

If you wish to purchase shares of the Trust by wiring federal funds, you
must notify us before the funds are wired. Call 617-482-3060 or 800-321-1928 so
as to insure proper credit to your account. Funds should be wired to:

State Street Bank and Trust Company
ABA # 011000028; DDA # 99046583
Credit Century Shares Trust
[insert Shareholder Name and Account Number]

A completed Application should be mailed to the Trust as well.

The Trust may also from time to time issue its shares in exchange for the
securities held in the portfolio of other investment companies, trusts or other
securities owners. Such transactions would generally involve the issuance of
Trust shares at net asset value, based upon the value of the securities
acquired.

If any order to purchase shares is cancelled due to nonpayment or the
Trust's failure to receive good funds, YOU WILL BE RESPONSIBLE FOR ANY LOSS
INCURRED BY THE TRUST DUE TO THE CANCELLATION AND, IF YOU ARE AN EXISTING
SHAREHOLDER, THE TRUST SHALL HAVE THE AUTHORITY TO REDEEM SHARES IN YOUR ACCOUNT
TO REIMBURSE THE TRUST FOR THE LOSS INCURRED.

SHAREHOLDER SERVICES

Upon making an initial investment (minimum amount $500), a shareholder will
automatically have an account established on the books of the Trust. Once any
account is opened, the minimum on subsequent investments, which may be made at
any time, is $25. The shareholder will receive a confirmation from the Trust of
the initial and each subsequent transaction in the account showing the current
transaction and the current number of shares held. Shareholders should retain
confirmations for their personal and tax records; requesting duplicate
confirmations or historical transcript information may result in a fee charge.

State Street Bank and Trust Company, through its subsidiary Boston Financial
Data Services, Inc., acts as the Trust's transfer agent and dividend paying
agent. Charles Schwab Trust Company may act as a transfer agent with respect to
certain retirement plans for which it is trustee.

All shares remain on deposit with the Trust and no certificates are issued
unless specifically requested in writing. Certificates will be issued in full
shares only; fractional shares will remain on deposit. Certificates which have
been issued to a shareholder may be returned to the Trust at any time for credit
to the shareholder's account. Certificates should be sent to the Trust at the
following addresses: (a) if by regular mail, to Century Shares Trust, P.O. Box
8329, Boston, MA, 02266-8329, (b) if by courier or hand delivery to Boston
Financial Data Services, Attn: Century Shares Trust, 2 Heritage Drive, North
Quincy, MA, 02171. Shares held in an account may be redeemed as described under
"How to Withdraw Your Investment."

The advantages offered to a Trust shareholder are:

1. You may make additional purchases in the manner described under "How to
Invest." The minimum for subsequent investments is $25.

2. You may select one of the following distribution options which best suits
your needs:

Share Option: Income dividends and capital gain distributions are
reinvested in additional shares.

Income Option: Income dividends are paid in cash and capital gain
distributions are reinvested in additional shares.

Cash Option: Income dividends and capital gain distributions are paid in
cash.

You should indicate your choice of option, as well as the registration
details for your account, on the Application. If no option is specified on your
Application, the Share Option will automatically be assigned. The option in
effect may be changed by written instruction to the Trust. Income dividends and
capital gain distributions reinvested in additional shares are paid at the net
asset value determined at the close of business on the ex-date of the dividend
or distribution.

The costs of services rendered to investors under their accounts are paid
for by the Trust. However, in order to cover administrative costs, investors
requesting a historical transcript of their account may be charged a fee based
upon the number of years researched. The right is reserved on 60 days written
notice to make charges to investors to cover other administrative costs of the
accounts.

TAX-SHELTERED RETIREMENT PLANS

In addition to regular accounts, the Trust offers a tax-sheltered Individual
Retirement Account (Regular IRA), a tax-sheltered Roth Individual Retirement
Account (Roth IRA) and a tax-sheltered Education Individual Retirement Account
(Education IRA). Complete information on these plans is available upon request.
The Trust may from time to time offer additional retirement plans; information
on such plans would be provided upon request.

HOW TO WITHDRAW YOUR INVESTMENT

A shareholder has the right to redeem shares by submitting a written request
for redemption to the Trust at the following addresses: (a) if by regular mail,
to Century Shares Trust, P.O. Box 8329, Boston, MA, 02266-8329, (b) if by
courier or hand delivery, to Boston Financial Data Services, Attn: Century
Shares Trust, 2 Heritage Drive, North Quincy, MA, 02171. Such written request
must (i) indicate whether all or a stated portion of the shares held in the
account are to be redeemed, (ii) provide the shareholder's account number, and
(iii) be signed by each record owner of the account exactly as the shares are
registered (for example, a trustee must sign as such trustee). Except as
indicated below, the signature of each record owner submitting any redemption
request must be guaranteed by a commercial bank or trust company having a
correspondent in New York City or Boston, or a member firm of the New York,
Boston or Pacific Coast Stock Exchange or another "eligible guarantor
institution" as defined and in accordance with Rule 17Ad-15 under the Securities
Exchange Act of 1934. Notaries public are not acceptable signature guarantors.
Signature guarantees are not required, however, if the total redemption amount
is less than $10,000, as long as the redemption proceeds are sent to the
shareholder's registered address and are made payable to the registered
shareholder, and there has been no address change effected in the prior 60-day
period. Redemption will be made at the net asset value next computed (see "How
Net Asset Value is Determined") after the Trust receives a properly submitted
redemption request with all supporting documentation. A completed, signed
Application must have been received by the Trust before a redemption request
will be accepted. If certificates were issued for the shares to be redeemed,
such certificates must also be submitted and must be duly endorsed (by each
record owner) for transfer (or be accompanied by a duly endorsed stock power).
In addition, in some cases a redemption request may require the furnishing of
additional documents. A shareholder uncertain about redemption requirements
should telephone the Trust for clarification prior to submitting the required
written redemption request.

At its sole discretion, and subject to receipt of appropriate information,
the Trust may accept redemption orders from intermediaries, such as
broker-dealers, banks or "fund supermarkets," which may charge a fee for this
service. Orders from intermediaries that are not designated agents of the Trust
would be received by the Trust until the daily time of computation of the
Trust's net asset value, and would receive such value per share as a redemption
price. If such dealer orders could not be completed by telephone or electronic
transmission (for example, during periods of unusual market or economic
developments), written instructions should be sent to the Trust. In such unusual
circumstances, the Trust may in its discretion extend the time during which it
will accept orders that were received by the dealer before the daily computation
time. Redemption orders also may be placed with designated agents of the Trust
at any time until the daily time of computation of the Trust's net asset value,
and would receive such price per share as the redemption price. The agent is
required to segregate any orders received on a business day after the daily
computation time and transmit those orders to the Trust separately for execution
at the net asset value next determined after that business day.

The Trustees are authorized to reduce the redemption price by an amount up
to one percent, but have never done so. If the Trustees elected to reduce the
redemption price by up to one percent, prior notice would be given, and they
might implement policies and procedures which could, for example, apply the
reduction selectively on the basis of length of time of share ownership or size
of the shareholder account or redemption amount.

Payment for shares redeemed will be made not later than seven days from the
date the request for redemption is received in complete and proper form. Payment
will be made by the mailing of a check drawn on the Boston bank account of the
Trust. The Trust, in the exercise of its sole discretion, reserves the right to
make payment by an alternative method.

The Trust 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 Trust, 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 into cash.

The right to suspend redemptions--and the deferment of payment--is
permitted:

-- when the New York Stock Exchange is closed (other than weekend or holiday
closings) or trading on the New York Stock Exchange is restricted

-- during any emergency which makes it impractical for the Trust to dispose
of its securities or value its assets

-- during any period permitted by order of the Securities and Exchange
Commission for the protection of investors.

If the shares sought to be redeemed have recently been purchased, the
proceeds of redemption will not be sent until checks (including certified or
cashier's checks) received for the shares purchased have cleared, which period
normally will not exceed 15 days.

At the time of redemption the value of shares may be more or less than the
shareholder's cost depending upon the market value of the portfolio securities.

Because small account balances result in relatively higher administration
costs, the Trust reserves the right to redeem shares in any account the value of
which falls below $500 following any redemption by the shareholder. The Trust
will provide at least 30 days' prior written notice before the Trust takes such
action to allow the shareholder to increase the account balance above the
minimum level. Any such redemption would result in a taxable capital gain (or
loss) to the affected shareholder.

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAX STATUS

The Trustees are required to distribute as dividends to shareholders during
each fiscal year or within a reasonable time thereafter any net investment
income for the year adjusted for amounts included as accrued dividends in the
price of shares issued and repurchased. Such dividends are currently being paid
semi-annually in the latter part of June and December. Net investment income
will be distributed in full regardless of capital gains or losses.

It is also the Trust's policy to distribute substantially all net long-term
capital gains, if any. Both income dividends and capital gain distributions are
payable in shares of the Trust at net asset value, or at the election of each
shareholder, in cash. Approximately 73% of the net asset value of the shares of
the Trust as of December 31, 1997, represented unrealized appreciation. Net
long-term gains on sales of securities when realized and distributed are taxable
as long-term capital gains to the shareholder irrespective of the period the
shareholder may have held the shares of the Trust. If the net asset value of the
shares is reduced below a shareholder's cost by distribution of gains realized
on the sale of securities, such distribution will be a return on investment
though taxable as stated above. For 1997 the Trust qualified as a "regulated
investment company" under the Internal Revenue Code (the "Code") and intends to
do so in the current year.

To avoid imposition of an excise tax under the Code, the Trust must declare
as dividends substantially all of its net investment income and net long-term
capital gains with respect to the year in which they are realized. The annual
net long-term capital gain distribution and the second semi-annual income
dividend generally will be declared in December of each year and either
distributed in that year or, if the Trust so elects, distributed during the
following January as permitted by the Code, in which event a shareholder will be
deemed for federal income tax purposes to have received the payment in the year
of the December declaration. Advice as to the amount and tax status of each
year's dividends and distributions will be mailed to shareholders annually.
Dividends and distributions are taxable to shareholders, other than shareholders
not subject to tax on their income, regardless of whether they are received in
cash or reinvested in additional shares of the Trust.

Any dividend or distribution paid will have the effect of reducing the net
asset value per share by the amount of the dividend or distribution.
Furthermore, if such dividend or distribution is paid shortly after a purchase
of shares by an investor, it is subject to income taxes although in effect it is
a return of capital.

The Trust is required under federal tax law to backup withhold 31% of
reportable payments (including income dividends, capital gain distributions and
redemptions) from accounts which have not complied with applicable IRS
regulations. Furthermore, the Trust may refuse to sell shares to any investor
who does not furnish a taxpayer identification number ("TIN"), certified under
penalties of perjury (on the accompanying Application or otherwise properly)
either before or at the time of purchase. Until the Trust receives an investor's
correct, certified TIN, the Trust at any time may redeem shares sold to that
investor.

MANAGEMENT OF THE TRUST

WILLIAM O. BAILEY, TRUSTEE
Terra Nova (Bermuda) Holdings Ltd.,
Chairman, President & Chief Executive Officer
(Insurance Holding Company)
Address: 7 Victoria Street, Hamilton, Bermuda

JOHN E. BEARD, TRUSTEE
Ropes & Gray, Partner (Attorneys)
Address: One International Place, Boston

WILLIAM W. DYER, JR., TRUSTEE*
Century Capital Management, Inc., Vice President and Director
(Investment Adviser)
Sen-Tech International Holdings, Inc., Director
(Insurance Company) (1993)

ALLAN W. FULKERSON, CHAIRMAN OF THE TRUSTEES*
Century Capital Management, Inc., President and Director
(Investment Adviser)
Lumber Mutual Insurance Co., Director and Chairman of the
Executive Committee
Massachusetts Fiduciary Advisors, Inc., President and Director
(Investment Adviser)
Mutual Risk Management Ltd., Director
(Insurance Services)

ERNEST E. MONRAD, TRUSTEE
Northeast Investors Trust, Chairman of the Trustees
Address: 50 Congress Street, Boston

JERRY S. ROSENBLOOM, TRUSTEE (1998)
Wharton School, University of Pennsylvania, Professor of
Insurance and Risk Management
Address: 304 Colonial Penn Center, 3641 Locust Walk,
Philadelphia, Pennsylvania

RICHARD F. COOK, JR., SECRETARY
Century Capital Management, Inc., Vice President, Treasurer,
Clerk and Director (Investment Adviser)
Massachusetts Fiduciary Advisors, Inc., Senior Vice President,
Treasurer and Clerk (Investment Adviser)

Trustees who are interested persons of the Trust, as defined in the
Investment Company Act of 1940, are designated by an asterisk (*). Addresses for
all Trustees and Officers are One Liberty Square, Boston, MA, unless otherwise
indicated. All positions shown are of more than five years duration unless
otherwise indicated.

Effective July 1, 1994, the Trust entered into an Investment Advisory and
Management Services Agreement with Century Capital Management, Inc. (the
"Adviser"). Prior to that date, the Trust was internally managed under the
direction of its Trustees. The Trust's activities, including its agreement with
the Adviser, are supervised by the Trustees. Messrs. Fulkerson and Dyer, who
each are both Trustees of the Trust and officers of the Adviser, make the
day-to-day decisions concerning management by the Adviser of the Trust's
portfolio of investments. Mr. Fulkerson, Chairman of the Trust and President of
the Adviser, joined the Trust in 1966 after ten years experience with two
investment firms. He became a Trustee in 1969 and Chairman and Managing Trustee
in 1976. Following 20 years service with a member firm of the New York Stock
Exchange, Mr. Dyer, a Trustee of the Trust who serves as Vice President of the
Adviser, was elected Secretary of the Trust in 1976 and became a Trustee in
1977. The Trustees hold formal quarterly meetings at which time a full report of
actions taken since the most recent meeting, including a report by the Adviser,
is presented to the Trustees. Between regularly scheduled quarterly meetings,
the Trustees regularly confer by telephone and in informal meetings. Mr. Cook
acts as chief administrative officer of the Trust and the Adviser. The Trustees
elect their successors.

The Adviser is located at One Liberty Square, Boston, Massachusetts, 02109.
The Adviser is solely owned by its officers and certain related persons. The
Adviser, organized in April, 1992, is the investment adviser to four limited
partnerships with net asset values at March 31, 1998, of approximately $182
million. The Trust is the Adviser's first and only investment company client.

The Adviser acts as investment adviser to the Trust, with discretionary
authority to invest its assets. The Adviser also performs (or arranges for the
performance of) certain management and administrative services necessary for the
operation of the Trust, including provision of office space, equipment and
facilities, supervisory relations with external service providers (such as the
Trust's custodian, transfer agent, accountants and attorneys), preparing
shareholder communications and conducting shareholder relations, maintaining the
Trust's existence and records, and maintaining the Trust's registration and
qualification for sale of its shares. The Adviser may be reimbursed by the Trust
for the employment cost of Adviser personnel providing shareholder servicing,
transfer agent and accounting services for the benefit of the Trust and its
shareholders.

The Trust's agreement with the Adviser continues indefinitely, so long as
its continuance is approved at least annually by vote of the Trustees (including
a majority of Trustees who are not interested persons of the Trust or the
Adviser) or by vote of a majority of outstanding voting securities of the Trust.

The Trust pays the Adviser a fee, monthly in arrears, equal to one-twelfth
(1/12th) of the sum of seven-tenths of one percent (0.70%) of the first $250
million, and six-tenths of one percent (0.60%) of amounts exceeding $250
million, of the net asset value of the Trust at the end of such month. For the
year ended December 31, 1997, the Trust paid the Adviser a total fee of
$2,282,156.

The Trust pays certain of its own expenses. Expenses of the Trust for
compensation, office rental and other office expenses, and investment advisory,
statistical and research services are subject to an annual overall limitation
contained in the Declaration of Trust of 1 1/2% of average quarterly net assets
up to $30,000,000, and 1% over that amount.

The ownership of the Trust is represented by shares of $1.00 par value. The
number of shares is not limited. Each share has the same rights as every other
share.

SHAREHOLDERS HAVE NO VOTING RIGHTS IN THE SELECTION OF TRUSTEES OR ANY
SUCCESSOR TRUSTEES OR OTHER MATTERS RELATING TO THE MANAGEMENT OF THE TRUST
(EXCEPT THAT A TRUSTEE MAY BE REMOVED FROM OFFICE AS PROVIDED IN THE INVESTMENT
COMPANY ACT) EXCEPT THAT THE DECLARATION OF TRUST MAY BE AMENDED OR TERMINATED
ONLY WITH THE WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING
SHARES. Shares have no preemptive rights and are fully paid and non-assessable.

The Trust 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 the Trustees 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 Trust, and also to
determine provisions concerning investment, reinvestment, sinking or purchase
funds, conversion rights, the manner of determining Trustee remuneration with
respect to such series, and conditions under which the several series shall have
separate voting rights or no voting rights. 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 Trust 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.

HOW NET ASSET VALUE IS DETERMINED

The net asset value is computed by the Trust's Custodian, State Street Bank
and Trust Company, as of the close of trading on the New York Stock Exchange
each day that the Exchange is open for trading and on each other day in which
there is a sufficient degree of trading in the Trust's portfolio securities that
current net asset value might be materially affected. Such computations appraise
investments of the Trust at market values (closing prices on the principal
exchange for securities listed on national exchanges and bid prices for unlisted
securities), adding cash and receivables and any other assets, and deducting
liabilities. The net worth so computed divided by the number of shares
outstanding is the net asset value per share. Any investment for which market
quotations are not readily available will be valued at fair value as determined
in good faith by the Trustees.

The net asset value of the Trust is based in part on quoted bid prices for
unlisted securities owned. Purchases of investments are usually made at prices
above bid prices. To the extent that investments purchased at a premium over bid
prices are thereupon valued at bid prices, dilution results. It is impossible to
determine the extent of any such dilution; in the opinion of the Trustees it is
unimportant.

RECORD OF INVESTMENT RESULTS

PORTFOLIO HOLDINGS GROWTH

The Trust's goal is to own carefully selected companies capable of
above-average growth in earnings and dividends. The Trust's experience is that
such above-average growth in earnings and dividends should translate into
above-average investment results over a long-term time frame. The following
table shows that in successive ten-year periods over the past years, the median
growth rate in earnings and dividends of companies selected as holdings for the
Trust's portfolio surpassed the earnings and dividend growth rates of the
Standard & Poor's 500 Stock Index, a widely-followed stock market index.

Relative Progress of
Century Shares Trust Holdings

Annual Earnings Growth Annual Dividend Growth
---------------------- ----------------------
Trust's S&P 500 Trust's S&P 500
10-Year Portfolio Stock Portfolio Stock
Periods Holdings Index Holdings Index
- ------- -------- ----- -------- -----
1977-87 10.7% 4.9% 13.0% 6.6%
1978-88 9.1 6.8 12.0 6.7
1979-89 7.7 4.4 11.0 6.9
1980-90 11.2 3.9 10.6 7.2
1981-91 10.1 0.6 11.3 6.3
1982-92 11.0 4.1 10.9 6.1
1983-93 9.6 4.5 10.0 6.0
1984-94 12.1 6.0 9.9 5.8
1985-95 11.6 8.7 10.0 5.7
1986-96 10.4 10.3 9.3 6.1
1987-97 9.8 8.6 8.6 5.8

Note: These figures represent operations of the Trust's median portfolio
holdings and not the performance of a shareholder's investment in the Trust,
where fees and expenses will affect results. For that performance record, see
"The Trust's Record With All Distributions Reinvested" and "Calculation of
Average Annual Total Return," below. The indicated growth rate for the Trust's
portfolio holdings in each period is the median ten-year compound growth rate of
those companies in the portfolio at the end of each ten-year period for which
ten-year records of earnings and dividends were available. The Trust did not own
shares in every one of these companies for the entire period, and it is
anticipated that changes in holdings also will be made in the years ahead. The
Trust cannot guarantee future growth in the earnings and dividends of the
companies selected for its portfolio since earnings and dividends will vary and
may, at times, run counter to the cost of living.

THE TRUST'S RECORD WITH ALL DISTRIBUTIONS REINVESTED

Many professional investors look at total return to measure investment
performance. For a mutual fund like the Trust, this means examining results with
all distributions reinvested in additional shares. Because of this and the fact
that as of April 1, 1998 approximately 84% of the Trust's shareholders
reinvested all distributions, the following table summarizes results on this
basis for the ten-year period ended December 31, 1997.

The first column shows how much the number of shares owned would have grown
during the period as a result of the accumulating effect of reinvestment. The
next three columns show the components of total cumulative value. The total
cumulative value of reinvested capital gain distributions and income dividends
grew to exceed the value of the original share, as a result of the compounding
effect of reinvestment plus share value appreciation over time. The final two
columns show the total cumulative value at the end of each year and annual
percentage changes in value.

Cumulative Value of Annual
Year Number Value of Reinvested Value of Total Percentage
Ended of Shares Original Capital Gain Reinvested Value of Increase
12/31 Owned Share Distributions Dividends Investment (Decrease)
----- ----- ----- ------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1987 1.000 $ 14.76 --- --- $ 14.76 ---
1988 1.168 14.62 1.97 0.49 17.08 15.7%
1989 1.245 19.42 3.49 1.28 24.19 41.6%
1990 1.325 16.82 3.77 1.70 22.29 -7.8%
1991 1.394 21.03 5.49 2.79 29.31 31.5%
1992 1.450 25.68 7.49 4.05 37.23 27.0%
1993 1.543 24.04 8.64 4.41 37.09 -0.4%
1994 1.637 21.77 9.21 4.66 35.64 -3.9%
1995 1.717 28.07 13.40 6.73 48.20 35.2%
1996 1.804 31.30 16.85 8.32 56.48 17.2%
1997 1.898 44.66 27.53 12.60 84.79 50.1%

10-year increase 474.4%
</TABLE>

The value of shares accepted at the time reinvestment occurred was $15.05 for
capital gains and $6.49 for income dividends. If capital gains distributions and
income dividends had been withdrawn in cash, rather than reinvested, the total
dollar amount received would have been $10.23 and $4.59, respectively. The
illustrations in this table do not take into account income taxes that might be
payable by a shareholder on distributions received or reinvested, or upon sale
of the investment. Past results shown in this Prospectus should not be
considered a representation of the income or capital gain or loss which may be
realized from an investment in the Trust today. Shares will fluctuate in value,
and achievement of objectives cannot be assured. However, the Trust's management
seeks to reduce risks and to provide rewarding results through diversification
and careful supervision of the investment portfolio.

CALCULATION OF AVERAGE ANNUAL TOTAL RETURN

An investment in shares of the Trust would have provided the average annual
compounded rate of return ("Average Annual Total Return") listed below for each
of the indicated periods:

Average Annual
Investment Period Total Return
----------------- ------------
One Year Ended December 31, 1997 50.13%
Five Years Ended December 31, 1997 17.90%
Ten Years Ended December 31, 1997 19.10%

Average Annual Total Return is computed as follows. A hypothetical
investment of $1,000 ("Invested Amount") is assumed to have been made at the
beginning of the investment period, resulting in the purchase of a certain
number of shares at the effective net asset value. All income dividend and
capital gain distributions made by the Trust over such period are assumed to
have been reinvested in additional shares at the then effective net asset value,
thereby increasing share holdings. At the end of the investment period, the
number of shares then assumed held is multiplied by the ending net asset value,
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 is derived for the period by application of a standard compound interest
rate calculation.
<PAGE>

CENTURY SHARES TRUST

One Liberty Square
Boston, Massachusetts 02109

800-321-1928 or 617-482-3060

PART B
STATEMENT OF ADDITIONAL INFORMATION

April 30, 1998

This Statement of Additional Information supplements the Prospectus for the
Trust dated April 30, 1998, and should be read in conjunction with the
Prospectus, the contents of which are incorporated by reference herein. A copy
of the Prospectus may be obtained free of charge from the Trust at the above
address. This Statement of Additional Information is not a Prospectus.

---------------------------------

TABLE OF CONTENTS

Investment Restrictions . . . . . . . . . . . . . . . . . . . . . 35

Duration of the Trust . . . . . . . . . . . . . . . . . . . . . . 37

Management of the Trust . . . . . . . . . . . . . . . . . . . . . 38

Execution of Portfolio Transactions . . . . . . . . . . . . . . . 40

Investment Performance Information . . . . . . . . . . . . . . . 41

Other Information . . . . . . . . . . . . . . . . . . . . . . . . 43

Computation of Total Offering Price Per Unit . . . . . . . . . . 44

Financial Statements . . . . . . . . . . . . . . . . . . . . . . 45

----------------------------------
<PAGE>

Investment Restrictions

In pursuing its investment objectives described in the prospectus, the Trust
may not:

(1) Invest in other than

(a) the shares of the capital stock, or in securities convertible into
or evidencing the right to purchase shares of the capital stock of:
(i) any insurance company, bank or trust company, (ii) any insurance
broker or other company engaged in providing services to, or in a
business closely related to, the insurance and banking industries,
(iii) any subsidiary of any company described in clauses (i) or (ii)
above, or (iv) any company whose principal business is the
management through effective control by direct stock ownership of
any company described in clauses (i) or (ii) above; or

(b) debt instruments of domestic governmental and non-governmental
issuers which are of investment grade at the time of purchase.

(2) Make any investment which would cause (a) more than 5% of the value of
the total assets of the Trust to be invested in the securities of any one issuer
(such limitation being construed in accordance with the Investment Company Act
of 1940 and rules thereunder regarding diversification), or (b) more than 10% of
any class of securities of any issuer to be held by the Trust.

(3) Invest in the securities of other investment companies, except by
purchase in the open market where no commission or profit to an underwriter or
dealer results from such purchase, other than the customary broker's
commissions.

(4) Invest in the securities of companies which, including predecessors,
have a record of less than three years continuous operation.

(5) Act as underwriter of securities.

(6) Make loans.

(7) Issue senior securities.

(8) Purchase or sell real estate, commodities, or commodity contracts except
such as may be conveyed in connection with a merger, consolidation,
reorganization, or in satisfaction of a debt, or incidental to or as a result of
other activities of the Trust.

(9) Borrow money except temporarily and no such borrowing may be made which
would cause the outstanding indebtedness of the Trust to exceed 10% of its gross
assets (taken at market) or of its liquidating value, whichever is lower. Any
such borrowings would be subject to the 300% asset coverage requirement of the
Investment Company Act of 1940. If any such borrowing should be made,
maintaining this coverage could entail the Trust having to liquidate portfolio
securities when it may be disadvantageous to do so.

(10) Invest for the purpose of exercising control or management.

(11) Purchase securities on margin or sell short.

(12) Purchase or retain in its portfolio the securities of an issuer if
those officers or Trustees of the Trust owning beneficially more than 1/2% of
the securities of such issuer together own more than 5% of the securities of
such issuer.

The basic investment power in the Declaration of Trust and the limitations
listed as items (1) to (12) above may not be changed without the vote or written
approval of a majority of the outstanding shares of the Trust.

In response to specific state regulation, the Trustees further have
committed, as long as such regulation remains effective:

(A) to limit investments which are not readily marketable (including
"restricted" securities, illiquid assets, unlisted foreign issuer securities and
other assets for which a bona fide market does not exist) to 15% of average net
assets at the time of purchase;

(B) to limit investments in warrants, valued at the lower of cost or market,
to not more than 5% of the value of the Trust's net assets (including warrants
not listed on the New York or American Stock Exchange, which may not exceed 2%
of the value of the Trust's net assets); and

Additionally, the Trustees currently have a policy which will not allow
investments in convertible securities to exceed 5% of total investments.

Duration of the Trust

The Declaration of Trust dated March 1, 1928, as amended, provides that the
Trust shall continue without limitation of time. No shareholder shall be
entitled to put an end to the Trust or to require division of the Trust property
except by the redemption of shares as described. The Trustees have the power,
with the consent of the holders of a majority of the outstanding shares, to
convey the Trust property to new or other Trustees or to a corporation and
distribute the net proceeds in kind at valuations fixed by the Trustees pro-rata
among the shareholders, or in their discretion turn such proceeds into money,
for such distribution, or distribute part in kind and part in money, or (b) sell
the whole of the Trust property for money, and distribute the net proceeds
pro-rata among the shareholders.

Management of the Trust

The following table provides information regarding each Trustee and officer
of the Trust.
<TABLE>
<CAPTION>

Name, Address Position(s) Principal Occupation(s)
and Age Held with Trust During Past 5 Years (a)
------- --------------- -----------------------

<S> <C> <C>
William O. Bailey Trustee Terra Nova (Bermuda) Holdings Ltd.
7 Victoria Street Chairman, President & CEO
Hamilton Bermuda (Insurance Holding Co.)
Age: 71 MBIA, Inc., Director and Former
CEO (Insurance Co.)
Business Men's Assurance Co. of
America, Director

John E. Beard Trustee Ropes & Gray, Partner (Attorneys)
One International Place
Boston, Massachusetts
Age: 65

William W. Dyer, Jr.*(a) Trustee Century Capital Management, Inc.
One Liberty Square (Prior to July, Vice President and Director
Boston, Massachusetts 1994, also CCP Capital, Inc., Vice President
Age: 63 Vice President) and Director (Management Services)
CCP Capital II, LLC, Managing Member
(Management Services)
Prior to October, 1994, Massachusetts
Fiduciary Advisors, Inc., Director
and Senior Vice President
(Investment Advisor)

Allan W. Fulkerson* (a) Chairman of the Century Capital Management, Inc.
One Liberty Square Trustees (Prior to President and Director
Boston, Massachusetts July, 1994, also CCP Capital, Inc., President and
Age: 64 President and Director (Management Services)
Managing Trustee) CCP Capital II, LLC, Managing Member
(Management Services)
Massachusetts Fiduciary Advisors, Inc.
President and Director
(Investment Advisor)

Ernest E. Monrad Trustee Northeast Investors Trust
50 Congress Street Chairman of the Trustees
Boston, Massachusetts (Investment Company)
Age: 67

Jerry S. Rosenbloom Trustee The Wharton School, University
304 Colonial Penn Center of Pennsylvania, Professor of
3641 Locust Walk Insurance and Risk Management
Philadelphia, Pennsylvania
Age: 59

Richard F. Cook, Jr. (a) Secretary Century Capital Management, Inc.
One Liberty Square Vice President, Treasurer, Clerk
Boston, Massachusetts and Director
Age: 47 CCP Capital, Inc., Vice President,
Treasurer, Clerk and Director
(Management Services)
CCP Capital II, LLC, Managing Member
(Management Services)
Massachusetts Fiduciary Advisors, Inc.
Senior VP, Treasurer and Clerk
(Investment Advisor)

</TABLE>

- ----------------
* Indicates Trustees who are interested persons of the Trust.

(a) Relationships indicated for Messrs. Dyer, Fulkerson and Cook are with
entities which might be deemed "affiliated persons" of the Trust.

During the fiscal year ended December 31, 1997, the following persons
received the indicated amounts from the Trust:

<TABLE>
<CAPTION>
Pension or
Retirement Total
Name of Aggregate Benefits Accrued Compensation
Person, Compensation as Part of From Trust
Position From Trust Trust Expenses(a) Paid to Trustees
- -------- ---------- ----------------- ----------------

<S> <C> <C> <C>
William O. Bailey, $15,500 N/A $15,500
Trustee

John E. Beard, $16,500 N/A $16,500
Trustee

William W. Dyer, Jr., - N/A -
Trustee(b)

Allan W. Fulkerson, - N/A -
Trustee(b)

Ernest E. Monrad, $16,500 N/A $16,500
Trustee

Jerry S. Rosenbloom N/A N/A N/A
Trustee(c)

</TABLE>

(a) Not applicable. The Trust neither sponsors nor pays pension or retire ment
benefits to Trustees or officers of the Trust.

(b) Any Trustee of the Trust who is an officer of Century Capital Management,
Inc. receives no remuneration from the Trust.

On April 30, 1998, the Trustees and officers as a group owned less than 1%
of the outstanding shares of the Trust. As of April 1, 1998, Charles Schwab &
Co. Inc., 101 Montgomery Street, San Francisco, CA, 94104 is the record owner of
two accounts with a combined share balance equal to approximately 10.5% of the
Trust's outstanding shares. The Trust believes these accounts hold shares
beneficially owned by clients of Charles Schwab & Co., Inc. As of April 1, 1998,
CUDD & Co., c/o Chase Manhattan Bank, N.A., 1211 Sixth Avenue, New York, NY,
10036-8701 is the record owner of an account with a share balance equal to
approximately 5.69% of the Trust's outstanding shares.

Execution of Portfolio Transactions

Determinations with respect to execution of portfolio transactions are made
by the Adviser, under discretionary authority granted by the Trust. The primary
consideration in all of the Trust's portfolio transactions is execution at the
most favorable prices and in the most effective manner possible. Included among
the many relevant factors considered are: 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 brokerage
commission, if any.

On occasions when more than one broker-dealer firm meets the foregoing
criteria for a particular transaction, consideration will be given those firms
which supply services that may contribute to the overall performance of the
Trust. Such services may include research, quotations and statistical or other
information.

In order 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.

During the years 1997, 1996 and 1995, brokerage commissions were $28,059,
$12,804 and $28,585, respectively. The decrease in commissions in 1996 compared
to the two other years was due to a relatively lower amount of transactions
requiring brokerage payments.

Investment Performance Information

The investment performance of the Trust may from time to time be presented
in advertisements, shareholder reports or other communications. Such performance
may be compared to indexes of groups of unmanaged stocks, such as the Standard
and Poor's Stock Indexes and the Dow Jones Averages, or the Consumer Price Index
demonstrating changes in the average cost of living. The investment performance
of a Fund or such indexes may be calculated, ranked, rated or otherwise
described by independent publications or 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.

An investment in shares of the Trust would have provided the average annual
compounded rate of return ("Average Annual Total Return") listed below for each
of the indicated periods:

Average Annual
Investment Period Total Return
----------------- ------------

One Year Ending December 31, 1997 50.13%
Five Years Ending December 31, 1997 17.90%
Ten Years Ending December 31, 1997 19.10%

The Average Annual Total Return figures provided above 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 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).

Other Information

The Trust was organized in 1928. Wiesenberger Investment Companies Service,
1985 Ed., a recognized independent compilation of mutual fund industry
statistics, lists the organization dates of "virtually all mutual funds
registered for sale in the United States," and indicates that nine mutual funds
in addition to the Trust were organized in or prior to 1928. Several of the
largest shareholders of the Trust are insurance companies, owning shares
directly or through nominees.

If the Trust issued its shares to a shareholder in exchange for securities
or assets other than cash, such securities or assets would (a) meet the
investment objectives and policies of the Trust, (b) be acquired for investment
and not for resale, (c) be liquid securities which are not restricted as to
transfer either by law or liquidity of market, and (d) have a value which is
readily ascertainable (and not established only by evaluation procedures) as
evidenced by a listing on the American Stock Exchange, the New York Stock
exchange, or NASDAQ. The immediately preceding sentence is included in response
to specific state regulation, to be applicable with respect thereto for as long
as such regulation remains effective. State Street Bank and Trust Company, 1
Heritage Drive, North Quincy, Massachusetts, has been designated as custodian of
the cash and investment securities of the Trust. The Custodian also is
responsible for, among other things, receipt and delivery of the Trust's
investment securities as specified in the custodial agreement. Deloitte & Touche
LLP, 125 Summer Street, Boston, Massachusetts, are the independent accountants
for the Trust. They are responsible for auditing the Trust's financial
statements.

Computation of Total Offering Price Per Unit The Statement of Assets
and Liabilities--December 31, 1997, is contained in the Financial Statements set
forth below.

<PAGE>

PORTFOLIO OF INVESTMENTS -- December 31, 1997

COMMON STOCKS: INSURANCE COMPANIES -- 88.7%

SHARES VALUE
------ ------------
65,738 AEGON N.V. ........................................ $ 5,891,768
100,000 AFLAC Inc. ........................................ 5,112,500
50,000 The Allstate Corp. ................................ 4,543,750
200,000 American General Corp. ............................ 10,812,500
225,000 American Heritage Life Investment Corp. ........... 8,100,000
275,000 American International Group, Inc. ................ 29,906,250
430,000 AON Corp. ......................................... 25,208,750
265,000 The Chubb Corp. ................................... 20,040,625
250,000 Cincinnati Financial Corp. ........................ 35,187,500
115,000 General Re Corp. .................................. 24,380,000
50,000 HSB Group, Inc. ................................... 2,759,375
150,000 Marsh & McLennan Companies, Inc. .................. 11,184,375
390,000 MBIA Inc. ......................................... 26,056,875
360,000 Mercury General Corp. ............................. 19,890,000
285,000 Ohio Casualty Corp. ............................... 12,718,125
295,000 The Progressive Corp. ............................. 35,363,125
170,000 Protective Life Corp. ............................. 10,157,500
150,000 Provident Companies, Inc. ......................... 5,793,750
360,000 SAFECO Corp. ...................................... 17,550,000
215,000 St. Paul Companies, Inc. .......................... 17,643,438
500,000 Torchmark Corp. ................................... 21,031,250
200,000 UNUM Corp. ........................................ 10,875,000
250,000 USF&G Corp. ....................................... 5,515,625
------------
365,722,081
------------
COMMON STOCKS: BANKING INSTITUTIONS -- 6.6%
100,000 Banc One Corp. .................................... 5,431,250
100,000 J.P. Morgan & Co., Inc. ........................... 11,287,500
130,000 Wachovia Corp. .................................... 10,546,250
------------
27,265,000
------------
COMMON STOCKS: MISCELLANEOUS -- 0.8%

3,465,000
------------
TOTAL INVESTMENTS IN COMMON STOCKS -- 96.1%
(Identified cost, $93,105,465) ............................... 396,452,081
------------
CASH EQUIVALENTS -- 3.9%
15,977,000 State Street Bank and Trust Eurodollar Time
Deposit, at cost approximating value,
maturity 1/2/98 .................................. 15,977,000
------------
TOTAL INVESTMENTS -- 100% (Identified cost, $109,082,465) ...... $412,429,081
============

See notes to financial statements.
<PAGE>

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES -- December 31, 1997
- -------------------------------------------------------------------------------
ASSETS:
Investments, at value (Note 1A) (Identified cost, $109,082,465) $412,429,081
Dividends and interest receivable ............................. 580,730
Receivable for Trust shares sold .............................. 2,290,820
Prepaid expenses .............................................. 8,404
------------
Total assets .......................................... 415,309,035
LIABILITIES:
Payable for Trust shares repurchased .......... $ 414,393
Accrued investment adviser fee (Note 5) ....... 219,089
Accrued expenses and other liabilities ........ 100,031
----------
Total liabilities ..................................... 733,513
------------
NET ASSETS (Note 3) ........................................... $414,575,522
============

Per share net asset value, offering price and redemption price
($414,575,522 / 9,283,204 shares of $1.00 par value capital
stock outstanding) (Note 2) ................................ $44.66
======

STATEMENT OF OPERATIONS -- Year Ended December 31, 1997
- -----------------------------------------------------------------------------
INVESTMENT INCOME:
Income:
Dividends ................................................. $ 5,755,865
Interest .................................................. 384,744
------------
Total income .......................................... 6,140,609
Expenses:
Investment adviser fee (Note 5) ............ $2,281,156
Non-interested trustees' remuneration (Note 5) 48,500
Transfer agent ............................. 137,787
Custodian .................................. 56,830
Insurance .................................. 25,194
Audit ...................................... 54,625
Registration costs ......................... 54,076
Printing and other ......................... 50,158
----------
Total expenses ........................................ 2,708,326
------------
Net investment income ............................. 3,432,283
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain from investment transactions .............. 17,070,025
Increase in net unrealized appreciation of investments ...... 115,223,568
------------
Net realized and unrealized gain on investments ... 132,293,593
------------
Net increase in net assets resulting from operations .......... $135,725,876
============

See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------
1997 1996
----------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income .................................. $ 3,432,283 $ 4,012,180
Net realized gain on investment transactions ........... 17,070,025 9,627,266
Increase in net unrealized appreciation of investments . 115,223,568 26,491,322
------------ ------------
Net increase in net assets resulting from operations ... 135,725,876 40,130,768
Net equalization (Note 1C) ............................... 53,124 (88,887)
Distributions to shareholders from:
Net investment income .................................. (3,370,609) (3,903,632)
Realized gain from investment transactions ............. (16,991,380) (9,336,444)
Trust share transactions -- net (Note 2) ................. 28,377,066 (23,201,195)
------------ ------------
Total increase ............................... 143,794,077 3,600,610
NET ASSETS:
At beginning of year ................................... 270,781,445 267,180,835
------------ ------------
At end of year (including accumulated distributions in
excess of net investment income of $270,152 and
$323,276, respectively) .............................. $414,575,522 $270,781,445
============ ============
</TABLE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, beginning of year $31.30 $28.07 $21.77 $24.04 $25.68
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ........... $ 0.39 $ 0.46 $ 0.41 $ 0.44 $ 0.43
Net realized and unrealized gain
(loss) on investments ......... 15.25 4.34 7.22 (1.38) 0.52
------ ------ ------ ------ ------
Total income from investment
operations ................ $15.64 $ 4.80 $ 7.63 $(0.94) $(0.09)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS FROM:
Net investment income ........... $(0.38) $(0.46) $(0.41) $(0.45) $(0.45)
Net realized gain on investment
transactions .................. (1.90) (1.11) (0.92) (0.88) (1.10)
------ ------ ------ ------ ------
Total distributions ......... $(2.28) $(1.57) $(1.33) $(1.33) $(1.55)
------ ------ ------ ------ ------
NET ASSET VALUE, end of year ...... $44.66 $31.30 $28.07 $21.77 $24.04
====== ====== ====== ====== ======
TOTAL RETURN ...................... 50.1% 17.2% 35.2% (3.9)% (0.4)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000
omitted) ...................... $414,576 $270,781 $267,181 $205,904 $242,781
Ratio of expenses to average net
assets ........................ 0.82% 0.87% 0.94% 1.01% 0.82%
Ratio of net investment income to
average net assets ............ 1.04% 1.58% 1.60% 1.93% 1.72%
PORTFOLIO TURNOVER RATE ........... 6% 3% 5% 2% 19%
AVERAGE COMMISSION RATE PAID ...... $0.0333 $0.0400
</TABLE>
See notes to financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS

(1) SIGNIFICANT ACCOUNTING POLICIES -- The Trust is registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company. The following is a summary of significant
accounting policies consistently followed by the Trust in the preparation of
financial statements. The policies are in conformity with generally accepted
accounting principles.

A. Investment Security Valuations -- Securities listed on national securities
exchanges are valued at closing prices. Unlisted securities or listed
securities for which closing prices are not available are valued at the latest
bid prices. Short-term obligations, maturing in 60 days or less, are valued at
amortized cost, which approximates value.

B. Federal Taxes -- It is the Trust's policy to comply with the provisions of
the Internal Revenue Code applicable to investment companies and to distribute
to shareholders each year all of its taxable income, including any net
realized gain on investments. Accordingly, no provision for Federal income or
excise tax is necessary.

C. Equalization -- The Trust follows the accounting practice known as
equalization by which a portion of the proceeds from sales and costs of
repurchases of Trust shares equivalent, on a per-share basis, to the amount of
undistributed net investment income on the date of the transaction, is
credited or charged to undistributed net investment income. As a result,
undistributed net investment income per share is unaffected by sales or
repurchases of Trust shares.

D. Other -- Investment security transactions are accounted for on the date the
securities are purchased or sold. Gain or loss on sales is determined on the
basis of identified cost. Dividend income and distributions to shareholders
are recorded on the ex-dividend date. Shares issuable to shareholders electing
to receive income dividends and capital gain distributions in shares are
recorded on the ex-dividend date.

E. Use of Estimates -- The preparation of these financial statements in
accordance with generally accepted accounting principles incorporates
estimates made by management in determining the reported amounts of assets,
liabilities, revenues and expenses of the Fund. Actual results could differ
from those estimates.

(2) TRUST SHARES -- At December 31, 1997, 9,283,204 shares were outstanding.
The number of authorized shares of $1.00 par value is unlimited. Transactions
in Trust shares were as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------------------------------- -------------------------------------
SHARES AMOUNT SHARES AMOUNT
-------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Sold .............................. 2,104,952 $83,150,199 699,331 $ 20,345,429
Issued to shareholders in
reinvestment of distributions from:
Net investment income ........... 60,077 2,472,550 88,021 2,669,827
Realized gain on investment
transactions .................. 298,078 13,237,627 242,250 7,684,171
---------- ----------- ---------- ------------
2,463,107 98,860,376 1,029,602 30,699,427
Repurchased ....................... (1,832,014) (70,483,310) (1,896,822) (53,900,622)
---------- ----------- ---------- ------------
Net increase (decrease) ....... 631,093 $28,377,066 (867,220) $(23,201,195)
========== =========== ========== ============
<PAGE>
<CAPTION>
<S> <C>
(3) SOURCES OF NET ASSETS -- At December 31, 1997, net assets consisted of:
Capital paid-in ............................................................................... $111,587,298
Accumulated distributions in excess of net investment income .................................. (270,152)
Accumulated distributions in excess of net realized gain on investment transactions ........... (88,240)
Unrealized appreciation in value of investments ............................................... 303,346,616
------------
Net assets applicable to outstanding capital stock ........................................ $414,575,522
============
</TABLE>

Statement of Position (SOP) 93-2; Determination, Disclosure and Financial
Statement Presentation of Income, Capital Gains and Return of Capital
Distributions by Investment Companies requires that differences in the
recognition or classification of income between the financial statements and tax
earnings and profits which result in temporary over-distributions for financial
statement purposes are classified as distributions in excess of net investment
income or accumulated realized gains. The effect of the SOP for the year ended
December 31, 1997 was to increase distributions in excess of net investment
income by $61,674, increase accumulated distributions in excess of net realized
gains by $78,645, and increase capital paid-in by $140,319. This adjustment
results from permanent differences arising from differing financial statement
and tax treatment of equalization. Net investment income, net realized gains and
net assets were not affected by this change.

(4) INVESTMENT SECURITY TRANSACTIONS -- Other than U.S. Government obligations
and certificates of deposit, purchases and sales of investment securities
aggregated $19,612,464 and $22,838,091, respectively, during the year ended
December 31, 1997. At December 31, 1997, the cost of investments for federal
tax purposes was $109,170,706. Net unrealized appreciation for all securities
at that date was $303,258,375. This consisted entirely of aggregate gross
unrealized appreciation.

(5) INVESTMENT ADVISER FEE -- The investment adviser fee is earned by Century
Capital Management, Inc. ("CCM"), as compensation for providing investment
advisory, management and administrative services to the Trust. CCM receives a
monthly fee equal on an annualized basis to 0.7% of the first $250 million and
0.6% of the amounts exceeding $250 million of the Trust's net asset value. For
the year ended December 31, 1997, the fee amounted to $2,281,156. Officers and
Trustees of the Trust who are employed by CCM receive remuneration for their
services out of such investment adviser fee.
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Century Shares Trust:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Century Shares Trust as of December
31, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended December 31, 1997 and
1996, and the financial highlights for each of the years in the five-year
period ended December 31, 1997. These financial statements and financial
highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits 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 statements and
financial highlights are free of material misstatement. Our procedures
included confirmation of securities owned at December 31, 1997 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Century Shares
Trust at December 31, 1997, the results of its operations, the changes in its
net assets, and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
January 16, 1998
<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

The following financial statements and accompanying independent
auditors' report are included in Part B:

As at December 31, 1997

Portfolio of Investments

Statement of Assets and Liabilities

For Year Ended December 31, 1997

Statement of Operations

For Years Ended December 31, 1997 and 1996

Statement of Changes in Net Assets

Financial Highlights, Each of the Five Years
in the Period Ended December 31, 1997

Notes to Financial Statements

Independent Auditors' Report

(b) Exhibits

(1) Copy of Declaration of Trust as amended to July 1, 1994,
filed as Exhibit 1 with the Sixty-Eighth Post-Effective
Amendment to Registration Statement No. 2-11466 is
incorporated herein by reference.

(2) None.

(3) None.

(4) Copy of specimen certificate filed as Exhibit 4 with
the Sixty-Sixth Post-Effective Amendment to
Registration Statement No. 2-11466 is incorporated
herein by reference.

(5) Copy of Investment Advisory and Management Services
Agreement between Century Shares Trust and Century
Capital Management, Inc., effective July 1, 1994,
filed as Exhibit 5 with the Sixty-Seventh Post-Effective
Amendment to Registration Statement No. 2-11466 is
incorporated herein by reference.

(6) Not applicable.

(7) Not applicable.

(8) Copy of the Custodian Contract, dated as of November
1, 1993, between State Street Bank and Trust Company
and the Trust filed as Exhibit 8 with the Sixty-Sixth
Post-Effective Amendment to Registration Statement
No. 2-11466 is incorporated herein by reference.

(9) Copy of the Transfer Agency and Service Agreement, dated
as of November 1, 1993, between State Street Bank and
Trust Company and the Trust filed as Exhibit
9 with the Sixty-Sixth Post-Effective Amendment to
Registration Statement No. 2-11466 is incorporated
herein by reference.

(10) Opinion of counsel as to legality of shares being registered and
consent to the use thereof filed herewith as Exhibit 10.

(11) Written consent of certified public accountants filed
herewith as Exhibit 11.

(12) None.

(13) Not applicable.

(14) Copy of Individual Retirement Account documents filed
herewith as Exhibit 14.

(15) None.

(16) Schedule for computation of performance quotations
filed herewith as Exhibit 16.

(17) A Financial Data Schedule meeting the requirements of
Rule 483 is filed herewith as Exhibit 17.

(18) Not applicable.

Item 25. Persons Controlled by or Under Common Control with Registrant

There are no persons controlled by the Trust. The following
persons may be deemed to be under common control with the Trust
as a result of direct or indirect control by shareholders of
Century Capital Management, Inc., the investment adviser to the
Trust.
<PAGE>

State of
Person Organization Basis of Control

Century Capital Management, Inc. MA Ownership of 25% of voting
stock of each of Allan W.
Fulkerson and William W.
Dyer, Jr.

CCM Ventures, L.P. DE Century Capital Management, Inc.
is the general partner.

CCP Capital, Inc. MA Ownership of 25% of voting
stock by each of Messrs.
Fulkerson and Dyer

CCP Capital II, LLC DE Ownership of 25% of member
interests by Messrs. Fulkerson
and Dyer

Massachusetts Fiduciary MA Ownership of 25% of voting
Advisors, Inc. stock by Mr. Fulkerson

MFA-MASTERS Limited Partnership MA The general partner is
Massachusetts Fiduciary
Advisors, Inc.

ISF Limited Partnership MD Century Capital Management,
Inc. is the general partner of
a general partner, and the
investment adviser

Century Capital Partners, L.P. DE CCP Capital, Inc. is the general
partner and Century Capital
Management, Inc. is the
investment adviser.

Century Capital
Partners II, L.P. DE CCP Capital II, LLC is the
general partner and Century
Capital Management, Inc. is
the investment adviser.

Century Merchant Bankers LLC MD Century Capital Management, Inc.
and Mr. Fulkerson are the members.

<PAGE>

Item 26. Number of Holders of Securities

(1) (2)
Number of Record
Title of Class Holders
-------------- -------

Capital stock 12,000 as of
$1.00 par value April 1, 1998

Item 27. Indemnification

Paragraphs 7 and 12 of the Registrant's Declaration of Trust read
as follows:

"7. The Trustees and officers shall not be liable for anything done
or omitted by them in good faith, and each of them shall be answerable and
accountable only for his own acts, receipts, neglects, and willful defaults, and
not for those of the others or of any agent employed by them, nor for the acts,
receipts, neglects, willful defaults or solvency of any bank, trust company, or
other person with whom or into whose hands any moneys or securities may be
deposited or come, nor for any defect in title of any property acquired, nor for
making or retaining any investment nor for any loss unless it shall happen
through his own willful default, and they shall be entitled to indemnity out of
the trust premises against any liability incurred in the execution of the terms
or provisions hereof. The Trustees and officers shall be entitled to advice of
counsel at the expense of the Trust and shall not be liable for any action taken
or omitted in good faith on the advice of counsel. And no Trustee however
appointed shall be obliged to give any bond or surety or other security for the
performance of any of his duties in the said trusts, but no person shall be
appointed to fill any vacancy in the Board of Trustees unless he shall have
agreed in writing to be bound in all respects by the Declaration of Trust as it
may from time to time be amended, to the same extent as if he had been a Trustee
at the date of the execution hereof. Noth-ing herein shall protect any Trustee
or officer against any liability to the Trust or to its shareholders to which he
would otherwise be subject by reason of willful malfeasance, bad faith, gross
negligence, or by reckless disregard of the duties involved in the conduct of
his office."

"Limitations of Liability of Shareholders, Trustees and Others; Indemnification

12. (a) No Shareholder shall be subject to any personal liability
to any person whatsoever in connection with trust property or the acts,
obligations or affairs of the Trust, unless the Shareholder's actions shall have
created or contributed to the creation of such liability, as determined by the
Trustees consistent with applicable law. No Trustee, officer, employee or agent
of the Trust shall be subject to any personal liability to any person in
connection with trust property or the affairs of the Trust, save only that
arising from willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office and all such
persons shall look solely to the trust property for satisfaction of claims of
any nature arising in connection with the affairs of the Trust.

(b) No Trustee, officer, employee or agent of the Trust, and no investment
adviser, administrator, custodian, transfer agent or other provider of services
to the Trust, shall be liable to the Trust, its Shareholders, or to any
Shareholder, Trustee, officer, employee or agent for any action or failure to
act (including the failure to compel in any way any former or acting Trustee to
redress any breach of trust), except upon a showing of bad faith, willful
misfeasance, gross negligence or reckless disregard of duties.

(c) Every person who is or was a Trustee, officer or employee of the Trust
and, if the Trustees in their discretion so resolve consistent with the
provisions of the Investment Company Act of 1940, any person rendering or having
rendered investment advisory, management, administrative or other services to
the Trustees or the Trust and every officer, director, trustee, shareholder,
employee and agent of any such person (each such person hereinafter referred to
as a "Covered Person") shall have a right to be indemnified by the Trust against
all liability and reasonable expenses incurred by him in connection with or
resulting from any claim, action, suit or proceeding in which he is or may
become involved as a party or otherwise by reason of his being or having been a
Covered Person, provided (1) said claim, action, suit or proceeding shall be
prosecuted to a final determination and he shall be vindicated on the merits,
(2) in the absence of such final determination vindicating him on the merits, it
shall be determined by the Trustees or counsel, as below provided, that he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Trust and that such indemnification is in the best
interests of the Trust and, with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful; said
determination be made either by the Trustees by a majority vote of a quorum
consisting of disinterested Trustees, or, if such quorum is not obtainable or if
a quorum of disinterested Trustees so directs, by independent legal counsel in a
written opinion, in either case based upon a review of readily available facts
(as opposed to a full trial-type inquiry).

For purposes of the preceding paragraph:

(1) "liability and reasonable expenses" shall include, but not be limited
to, reasonable counsel fees and disbursements, amounts of any judgment, fine or
penalty, and reasonable amounts paid in settlement; (2) "claim, action suit or
proceeding" shall include every such claim, action suit or proceeding, whether
civil or criminal, derivative or otherwise, administrative, judicial, or
investigative and any appeal relating thereto, and shall include any reasonable
apprehension or threat of such a claim, action, suit or proceeding; (3) a
settlement, plea of nolo contendere, consent judgment, adverse civil judgment,
or conviction shall not of itself create a presumption that the conduct of the
person seeking indemnification did not meet the standard of conduct set forth in
the preceding paragraph.

Notwithstanding the foregoing, the following additional limitations shall
apply with respect to any action by or in the right of the Trust; (1) no
indemnification shall be made in respect of any claim, issue or matter as to
which the Covered Person shall have been adjudged to be liable for gross
negligence or misconduct in the performance of his duty to the Trust unless the
court which made such a finding or any other court of equity in the county where
the Trust has its principal office determines that, despite the adjudication of
liability, such Covered Person is fairly and reasonably entitled to indemnity
for some or all of his expenses; and (2) indemnification in such case shall
extend only to disbursements, and shall not include judgments or fines.

The right of indemnification shall extend to the legal representative and
heirs of any Covered Person otherwise entitled to indemnification. If a Covered
Person meets the requirements of this paragraph 12 with respect to some matters
in a claim, action, suit or proceeding, but not with respect to others, he shall
be entitled to indemnification as to the former. Expenses incurred in defending
an action, suit or proceeding may be paid by the Trust in advance of the final
disposition of such action, suit or proceeding as authorized by the Trustees in
the specific case either upon receipt of an undertaking satisfactory to the
Trustees by the Covered Person to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the Trust as authorized
in this paragraph, or, if the Trust is at the time of such advance insured
against losses arising by reason of the advance.

This paragraph 12 shall not exclude any other rights of indemnification or
other rights to which any Covered Person may be entitled to by contract, or as a
matter of law."

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding), as asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant 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 28. Business and Other Connections of Investment Adviser

Century Capital Management, Inc. (the "Adviser") is the investment adviser
to four limited partnerships with net assets at March 31, 1998, of approximately
$182 million.

For the past two fiscal years, the indicated persons associated with the
Adviser have also been engaged as indicated on the attached Exhibit 28.

Item 29. Principal Underwriters

Not applicable.

Item 30. Location of Accounts and Record

All applicable accounts, books and documents required to be
maintained by Registrant by Section 31(a) of the Investment
Company Act of 1940 and the rules promulgated thereunder are in
the possession and custody of the Registrant, Century Shares
Trust, 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
and/or it limited purpose co-transfer agent, Charles Schwab Trust
Company ("CSTC"), 101 Montgomery Street, San Francisco, CA,
94104, and 320 Springside Drive, Suite 350, Akron, OH, 44333.
Boston Financial Data Services, as the Trust's principal transfer
agent, maintains shareholder records with the exception of those
concerning certain retirement plans as to which CSTC is trustee,
which are maintained by CSTC. The Registrant 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 31. Management Services

Not applicable.

Item 32. Undertakings

Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report
to shareholders, upon request and without charge.
<PAGE>

Exhibit 28 to Form N1-A of Century Shares Trust - Page One
<TABLE>
<CAPTION>

Position Other
Name With Adviser Associated Company Address Position
- ---- ------------ ------------------ ------- --------
<S> <C> <C> <C> <C>
Allan W. Fulkerson President, Century Capital One Liberty Square President,
Director Management, Inc. Boston, MA Director

Massachusetts Fiduciary One Liberty Square President,
Advisors, Inc. Boston, MA Director

Century Shares Trust One Liberty Square Chairman,
Boston, MA Trustee

Century Merchant 300 East Lombard Street Director
Bankers LLC Suite 610A
Baltimore, MD

CCP Capital, Inc. One Liberty Square President,
Boston, MA Director

CCP Capital II, LLC One Liberty Square Managing
Boston, MA Member

Lumber Mutual Insurance One Speen Street Director &
Company Framingham, MA Chairman of
Executive
Committee

North American Lumber One Speen Street Director &
Insurance Company Framingham, MA Chairman of
Executive
Committee

Seaco Insurance Co. One Speen Street Director &
Framingham, MA Chairman of
Executive
Committee

SCUUL, Limited Wesley Street Director
Hamilton, Bermuda

Investment Management One Liberty Square Director
Publications, Inc. Boston, MA

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

Great Northwest 2229 W. State Street Director
Holding Co., Inc. Boise, ID

Great Northwest 2229 W. State Street Director
Insurance Company Boise, ID

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

William W. Dyer, Jr. Vice President, Century Capital One Liberty Square Vice President,
Director Management, Inc. Boston, MA Director

Century Shares Trust One Liberty Square Trustee
Boston, MA

Century Merchant 300 East Lombard Street Director
Bankers LLC Suite 610A
Baltimore, MD

CCP Capital, Inc. One Liberty Square Vice President,
Boston, MA Director

CCP Capital II, LLC One Liberty Square Managing
Boston, MA Member

The Patriot Group, Inc. 5709 Linglestown Road Director
Harrisburg, PA

Sen-Tech International 111 John Street Director
Holdings, Inc. New York, NY

Seneca Insurance 111 John Street Director
Company, Inc. New York, NY

PFG, Inc. 980 Harvest Drive Director
Blue Bell, PA

CORE Insurance Holdings, Inc. 1010 Washington Boulevard Director
Stamford, CT

American Direct Business 5 Waterside Crossing Director
Insurance Agency, Inc. Windsor, CT

Richard F. Cook, Jr. Vice President, Century Capital One Liberty Square Vice President,
Treasurer and Management, Inc. Boston, MA Treasurer
Clerk, Director and Clerk,
Director

Massachusetts Fiduciary One Liberty Square Senior V.P.,
Advisors, Inc. Boston, MA Treasurer
and Clerk

Century Shares Trust One Liberty Square Secretary
Boston, MA

Century Merchant 300 East Lombard Street Director
Bankers LLC Suite 610A
Baltimore, MD

CCP Capital, Inc. One Liberty Square Vice President,
Boston, MA Treasurer
and Clerk, Director

CCP Capital II, LLC One Liberty Square Managing
Boston, MA Member

Investment Management One Liberty Square Director
Publications, Inc. Boston, MA

The Patriot Group, Inc. 5709 Linglestown Road Director
Harrisburg, PA

Specialty Insurance The City Drive South Director
Service Orange, CA

Great Northwest 2229 W. State Street Director
Holding Co., Inc. Boise, ID

DP Mann Holdings Limited 6 London Street Director
London, England

Richard J. Freeman Vice President Century Capital One Liberty Square Vice President
Management, Inc. Boston, MA

CCP Capital, Inc. One Liberty Square Vice President
Boston, MA

CCP Capital II, LLC One Liberty Square Managing
Boston, MA Member

EQE International, Inc. 44 Montgomery Street Director
San Francisco, CA

Vista Information 5060 Shoreham Place Director
Solutions, Inc. San Diego, CA

James B. Stradtner Vice President Century Capital One Liberty Square Vice President
Management, Inc. Boston, MA

Century Merchant 300 East Lombard Street President
Bankers LLC Suite 610A
Baltimore, MD

CCP Capital II, LLC One Liberty Square Managing
Boston, MA Member

Alex. Brown & Sons Baltimore, MD General
Partner,
Managing
Director

Kentucky Home Mutual Louisville, KY Director
Insurance Co.

Montgomery Mutual Sandy Spring, MD Director
Insurance Co.

Legal Mutual Insurance Co. Baltimore, MD Director

Great Northwest Holding Baltimore, MD Director
Company, Inc.

Mastercare Cranford, NJ Director

</TABLE>
<PAGE>

SIGNATURES

Registrant hereby certifies that this Seventy-First Post-Effective
Amendment to Registration Statement No. 2-11466 meets all the requirements for
effectiveness under Paragraph (b) of Rule 485 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Seventy-First
Post-Effective Amendment to Registration Statement No. 2-11466 to be signed on
its behalf by the undersigned, thereunto duly authorized, in this City of
Boston, and Commonwealth of Massachusetts on this 28th day of April, 1998.

CENTURY SHARES TRUST

By:
----------------------
Allan W. Fulkerson,
Chairman

Attest: ------------------------
Richard F. Cook, Jr.,
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Seventy-First
Post-Effective Amendment to Registration Statement No. 2-11466 has been signed
below by the following persons in the capacities and on the date indicated:

Signature Title Date
- --------- ----- ----
Trustee April 28, 1998
- ------------------------
William O. Bailey

Trustee April 28, 1998
- ------------------------
John E. Beard

Trustee April 28, 1998
- ------------------------
William W. Dyer, Jr.

Trustee and April 28, 1998
- ------------------------ Chairman
Allan W. Fulkerson

Trustee April 28, 1998
- ------------------------
Ernest E. Monrad

Trustee April 28, 1998
- ------------------------
Jerry S. Rosenbloom

<PAGE>
INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- ---------------------- --------

10 Opinion of Counsel

11 Independent Auditors' Consent

14 Individual Retirement Account
Documents

16 Schedule for Computation of
Performance Quotations

17 Financial Data Schedule

<PAGE>

PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190

TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420

April 28, 1998

Century Shares Trust
One Liberty Square
Boston, Massachusetts 02109

Gentlemen:

We are furnishing this opinion in connection with the Registration
Statement on Form N-1A (collectively, with all Post-Effective Amendments
thereto, the "Registration Statement") filed under the Securities Act of 1933,
as amended, by Century Shares Trust (the "Trust") for the registration of an
indefinite number of its shares of beneficial interest (the "Shares").

We regularly act as counsel for the Trust and are familiar with the action
taken by its Trustees to authorize the issuance of the Shares. We have examined
its records of Trustee and shareholder action and its Declaration of Trust on
file at the office of the Secretary of The Commonwealth of Massachusetts. We
have examined copies of such Registration Statement, in the form filed or to be
filed with the Securities and Exchange Commission, and such other documents as
we deem necessary for the purpose of this opinion.

We assume that the Shares will be sold for an amount not less than the
price per share required by the Declaration of Trust, which amount will equal or
exceed the net asset value thereof.

Based upon the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares, and that when the Shares are
issued they will be validly issued, fully paid and nonassessable by the Trust.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Although the Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust unless the shareholder's actions
created or contributed to the creation of such liability, under Massachusetts
law shareholders could, in certain circumstances, be held personally liable for
the obligations of the Trust.

We consent to the filing of this opinion as an exhibit to such
Registration Statement.

Very truly yours,

/s/ PALMER & DODGE LLP

<PAGE>
EXHIBIT 99.11

INDEPENDENT AUDITORS' CONSENT

We consent to the use in Post-Effective Amendment No. 71 to Registration
Statement No. 2-11466 of Century Shares Trust of our report dated January 16,
1998, appearing in the Statement of Additional Information and to the reference
to us under the heading "Financial Highlights" appearing in the Prospectus,
which also is a part of such Registration Statement.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
April 28, 1998

<PAGE>

EXHIBIT 99.14

STATE STREET BANK AND TRUST COMPANY
EDUCATION INDIVIDUAL RETIREMENT
CUSTODIAL ACCOUNT AGREEMENT

Articles I - X are in the form promulgated by the Internal Revenue Service in
form 5305-EA.

ARTICLE I.

The Custodian may accept additional cash contributions. These contributions
may be from the Depositor, or from any other individual, for the benefit of the
Designated Beneficiary, provided the Designated Beneficiary has not attained the
age of 18 as of the date such contributions are made. Total contributions that
are not rollover contributions described in section 530(d) (5) are limited to a
maximum amount of $500 for the taxable year.

ARTICLE II.

The maximum aggregate contribution that an individual may make to the
Custodial Account in any year may not exceed the $500 in total contributions
that the Custodial Account can receive. In addition, the maximum aggregate
contribution that an individual may make to the Custodial Account in any year is
phased out for unmarried individuals who have modified adjusted gross income
(AGI) between $95,000 and $110,000 for the year of the contribution and for
married individuals who file joint returns with modified AGI between $150,000
and $160,000 for the year for the contribution. Unmarried individuals with
modified AGI above $110,000 for the year and married individuals who file joint
returns and have modified AGI above $160,000 for the year may not make a
contribution for that year. Modified AGI is defined in section 530(c)(2).

ARTICLE III.

No part of the Custodial Account funds may be invested in life insurance
contracts, nor may the assets of the Custodial Account be commingled with other
property except in a common investment fund (within the meaning of section
530(b)(1)(D).

ARTICLE IV.

1. Any balance to the credit of the Designated Beneficiary on the date on
which such Designated Beneficiary attains age 30 shall be distributed to the
Designated Beneficiary within 30 days of such date.

2. Any balance to the credit of the Designated Beneficiary shall be
distributed to the estate of the Designated Beneficiary within 30 days of the
date of such Designated Beneficiary's death.

ARTICLE V.

The Depositor shall have the power to direct the Custodian regarding the
investment of the above-listed amount assigned to the Custodial Account
(including earnings thereon) in the investment choices offered by the Custodian.
The Responsible Individual, however, shall have the power to redirect the
Custodian regarding the investment of such amounts, as well as the power to
direct the Custodian regarding the investment of all additional contributions
(including earnings thereon) to the Custodial Account. In the event that the
Responsible Individual does not direct the Custodian regarding the investment of
additional contributions (including earnings thereon), the initial investment
direction of the Depositor also will govern all additional contributions made to
the Custodial Account until such time as the Responsible Individual otherwise
directs the Custodian. Unless otherwise provided in this agreement, the
Responsible Individual also shall have the power to direct the Custodian
regarding the administration, management, and distribution of the Account.

ARTICLE VI.

The "Responsible Individual" named by the Depositor shall be a parent or
guardian of the designated beneficiary. The Custodial Account shall have only
one Responsible Individual at any time. If the Responsible Individual becomes
incapacitated or dies while the Designated Beneficiary is a minor under state
law, the successor Responsible Individual shall be the person named to succeed
in that capacity by the preceding Responsible Individual in a witnessed writing
or, if no successor is so named, the successor Responsible Individual shall be
the Designated Beneficiary's other parent or successor guardian. At the time
that the Designated Beneficiary attains the age of majority under state law, the
Designated Beneficiary becomes the Responsible Individual.

ARTICLE VII.

The Responsible Individual may change the Beneficiary designated under this
agreement to another member of the Designated Beneficiary's family described in
section 529(e)(2) in accordance with the Custodian's procedures.

ARTICLE VIII.

1. The Depositor agrees to provide the Custodian with the information
necessary for the Custodian to prepare any reports required under section
530(h).

2. The Custodian agrees to submit reports to the Internal Revenue Service and
the Responsible Individual as prescribed by the Internal Revenue Service.

ARTICLE IX.

Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through IV will be controlling. Any additional articles
that are not consistent with section 530 and related regulations will be
invalid.

ARTICLE X.

This Agreement will be amended from time to time to comply with the provisions
of the Code and related regulations. Other amendments may be made with the
consent of the Depositor and the Custodian whose signatures appear on the
Adoption Agreement.

ARTICLE XI.

1. As used in this Custodial Agreement the following terms have the following
meanings:

"Account" or "Custodial Account" means the Education Individual Retirement
Account established using the terms of this Agreement and the Adoption Agreement
signed by or on behalf of the Student.

The term "Student" means the person designated as such in the Adoption
Agreement (or on a form acceptable to the Custodian for use in connection with
the Custodial Account, and filed with the Custodian). The individual who is the
"Student" (as used in this Article XI) and the individual who is the "Designated
Beneficiary" (as used in Articles I through XI) are the same.

The Student may, in writing on such form as may be acceptable to the Custodian
designate another person, who is a "family member" of the Student (with in the
meaning of section 529(e)(2) of the Code) who is under the age of 30 as the
successor Designated Beneficiary and Student with respect to the Custodial
Account hereunder, and thereafter such individual will be the Designated
Beneficiary and the Student for purposes of Articles I through X and Article XI
respectively.

The term "Donor" means the person designated as such in the Adoption Agreement
(or on a form acceptable to the Custodian for use in connection with the
Custodial Account, and filed with the Custodian.) The individual who is the
"Donor" (as used in this Article XI) and the individual who is the "Depositor"
(as used in Articles I through XI) are the same.

"Custodian" means State Street Bank and Trust Company.

The term "Parent" means the person designated as such in the Adoption
Agreement (or a form acceptable to the Custodian for use in connection with the
Custodial Account). The individual who is the "Parent" (as used in this Article
XI) and the individual who is the "Responsible Individual" (as used in Articles
I through XI) are the same.

"Fund" means any registered investment company which is specified in the
Adoption Agreement, or which is advised, sponsored or distributed by Sponsor;
provided, however, that such a mutual fund or registered investment company must
be legally offered for sale in the state of the Student's residence.

"Distributor" means the entity which has a contract with the Fund(s) to serve
as distributor of the shares of such Fund(s).

In any case where there is no Distributor, the duties assigned hereunder to
the Distributor may be performed by the Fund(s) or by an entity that has a
contract to perform management or investment advisory services for the Fund(s).

"Service Company" means any entity employed by the Custodian or the
Distributor, including the transfer agent for the Fund(s), to perform various
administrative duties of either the Custodian or the Distributor.

In any case where there is no Service Company, the duties assigned hereunder
to the Service Company will be performed by the Distributor (if any) or by an
entity specified in the second preceding paragraph.

"Sponsor" means Century Capital Management.

2. (a) Subject to the last paragraph of this Section 2(a), the Donor may
revoke the Custodial Account established hereunder by mailing or delivering a
written notice of revocation to the Custodian within seven days after the Donor
first receives the Disclosure Statement related to the Custodial Account. Mailed
notice is treated as given to the Custodian on date of the postmark (or on the
date of Post Office certification or registration in the case of notice sent by
certified or registered mail). Upon timely revocation, the Donor will receive a
payment equal to the initial contribution, without adjustment for administrative
expenses, commissions or sales charges, fluctuations in market value or other
changes.

The Donor may certify in the Adoption Agreement that the Donor received the
Disclosure Statement related to the Custodial Account at least seven days before
signing the Adoption Agreement to establish the Custodial Account, and the
Custodian may rely on such certification.

(b) After making a contribution to the Custodial Account for the benefit of
the Student, and specifying the initial investment elections, all rights and
obligations to, in and for the Account shall irrevocably inure to, and be
enjoyed and exercised by, Student, and Donor shall have no such rights or
obligations (unless Donor and Student or Parent are the same person or unless
Donor revokes the Account in accordance with subsection (a) above).

The Donor must sign the Adoption Agreement, and, for purposes of maintaining
the Account, the Parent (identified in the Adoption Agreement) must execute all
forms, applications, certifications and other documents on behalf of any Student
who has not yet attained the age of majority as recognized by the laws of the
Student's state of residence ("age of majority"). Any right, power,
responsibility, authority or requirement given to the Student under this
Agreement or any related document shall be exercised or carried out by such
Parent on behalf of any Student who has not yet attained the age of majority.
The Custodian's acceptance of the Account on behalf of a minor Student is
expressly conditioned upon the Parent's acceptance of the rights and
responsibilities accorded hereunder. Upon attainment of the age of majority
under the laws of the Student's state of residence at such time, the Student may
advise the Custodian in writing (accompanied by such documentation as the
Custodian may require) that he or she is assuming sole responsibility to
exercise all rights, powers, obligations, responsibilities, authorities or
requirements associated with the Account. Upon such notice to the Custodian, the
Student shall have and shall be responsible for all of the foregoing, the
Custodian will deal solely with the Student as the person controlling the
administration of the Account, and Parent shall thereafter have or exercise none
of the foregoing. (Absent such written notice by Student, Custodian shall be
under no obligation to acknowledge Student's right to exercise such powers and
authority.)

3. All contributions to the Custodial Account shall be invested and reinvested
in full and fractional shares of one or more Funds. Such investments shall
initially be made in such proportions and/or in such amounts as are specified in
the Adoption Agreement or by other written notice to the Service Company (in
such form as may be acceptable to the Service Company) may direct.

Subsequent exchanges among Funds shall be made in accordance with written
instructions from the Student. The Service Company shall be responsible for
promptly transmitting all investment directions by the Student for the purchase
or sale of shares of one or more Funds hereunder to the Funds' transfer agent
for execution. However, if investment directions with respect to the investment
of any contribution hereunder are not received initially from the Donor or
thereafter from the Student as required or, if received, are unclear or
incomplete in the opinion of the Service Company, the contribution may be paid
to the Student, or may be held uninvested (or invested in a money market fund if
available) pending clarification or completion by the Donor or the Student, as
the case may be, in either case without liability for interest or for loss of
income or appreciation. If any other directions or other orders by the Student
with respect to the sale or purchase of shares of one or more Funds for the
Custodial Account are unclear or incomplete in the opinion of the Service
Company, the Service Company will refrain from carrying out such investment
directions or from executing any such sale or purchase, without liability for
loss of income or for appreciation or for depreciation of any asset, pending
receipt of clarification or completion from the Student.

All initial investment directions by the Donor or subsequent investment
directions by the Student will be subject to any minimum initial or additional
investment or minimum balance rules applicable to a Fund as described in its
prospectus.

All dividends and capital gains or other distributions received on the shares
of any Fund held in the Account shall be (unless received in additional shares)
reinvested in full and fractional shares of such Fund (or any other Fund offered
by the Sponsor, if so directed).

4. Subject to the minimum initial or additional investment, minimum balance
and other exchange rules applicable to a Fund, the Student may at any time
direct the Service Company to exchange all or a specified portion of the shares
of a Fund in the Account for shares and fractional shares of one or more other
Funds. The Student shall give such directions by written notice acceptable to
the Service Company, and the Service Company will process such directions as
soon as practicable after receipt thereof (subject to the second paragraph of
Section 3 of this Article XI.)

5. Any purchase or redemption of shares of a Fund for or from the Account will
be effected at the public offering price or net asset value of such Fund (as
described in the then effective prospectus for such Fund) next established after
the Service Company has transmitted the Student's investment directions to the
transfer agent for the Fund(s).

Any purchase, exchange, transfer or redemption of shares of a Fund for or from
the Account will be subject to any applicable sales, redemption or other charge
as described in the then effective prospectus for such Fund.

6. The Service Company shall maintain adequate records of all purchases or
sales of shares of one or more Funds for the Student's Custodial Account. Any
Account maintained in connection herewith shall be in the name of the Custodian
for the benefit of the Student. All assets of the Custodial Account shall be
registered in the name of the Custodian or of a suitable nominee. The books and
records of the Custodian shall show that all such investments are part of the
Custodial Account.

The Custodian shall maintain or cause to be maintained adequate records
reflecting transactions of the Custodial Account. In the discretion of the
Custodian, records maintained by the Service Company with respect to the Account
hereunder will be deemed to satisfy the Custodian's recordkeeping
responsibilities therefor. The Service Company agrees to furnish the Custodian
with any information the Custodian requires to carry out the Custodian's
recordkeeping responsibilities.

7. Neither the Custodian nor any other party providing services to the
Custodial Account will have any responsibility for rendering advice with respect
to the investment and reinvestment of the Custodial Account, nor shall such
parties be liable for any loss or diminution in value which results from
Student's exercise of investment control over the Account. Student shall have
and exercise exclusive responsibility for and control over the investment of the
assets of the Account, and neither Custodian nor any other such party shall have
any duty to question his directions in that regard or to advise him regarding
the purchase, retention or sale of shares of one or more Funds for the Custodial
Account.

8. The Student may in writing appoint an investment advisor with respect to
the Custodial Account on a form acceptable to the Custodian and the Service
Company. The investment advisor's appointment will be in effect until written
notice to the contrary is received by the Custodian and the Service Company.
While an investment advisor's appointment is in effect, the investment advisor
may issue investment directions or may issue orders for the sale or purchase of
shares of one or more Funds to the Service Company, and the Service Company will
be fully protected in carrying out such investment directions or orders to the
same extent as if they had been given by the Student.

The Student's appointment of any investment advisor will also be deemed to be
instructions to the Custodian and the Service Company to pay such investment
advisor's fees to the investment advisor from the Custodial Account hereunder
without additional authorization by the Student or the Custodian.

9. (a) Distribution of the assets of the Custodial Account shall be made at
such time and to such person or entity as the Student shall elect by written
order to the Custodian. The Student will be responsible for (and the Custodian
will have no responsibility for) including and reporting any distribution from
the Account in the gross income of the Student in a manner consistent with Code
section 72 and Code section 530 (which sections provide that distributions shall
be considered to consist of principal (not subject to tax) and earnings (which
may or may not be subject to tax), unless such distribution is used to pay the
qualified education expenses of the Student (as defined in Code Section 530) and
such qualified education expenses for the tax year are not less than the
aggregate distributions from the Account during the tax year; and provide
further that, if the aggregate distributions exceed the qualified education
expenses for the Student for that year, the amount that must be included as
income for tax purposes is determined by first determining the ratio that the
qualified higher education expenses bear to the actual withdrawal. The portion
of the withdrawal that is potentially subject to taxation -- the amount of gains
or dividends -- is then multiplied by that percentage amount. The resultant sum
is the amount excludable from income; and additionally provide further that the
Student may waive application of the foregoing sentence and elect tax treatment
in accordance with Code Section 72).

(b) Student acknowledges that any distribution of a taxable amount from the
Custodial Account (except for distributions specified in Code Section 530,
including distribution on account of Student's disability or death, return of an
"excess contribution" referred to in Code section 530(d)(4)(C), a "rollover"
from this Custodial Account, or distributions made on account of a qualified
scholarship, allowance or payment described in Code section 25A(g) (2)), may
subject Student to an additional tax on distributions under Code section
530(d)(4). For these purposes, Student will be considered disabled if Student
can prove, as provided in Code Section 72(m)(7), that Student is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or be of long-continued and indefinite duration. Neither the Custodian nor
any other party providing services to the Custodial Account assumes any
responsibility for monitoring or approving the purposes for which such
distributions are used, nor for the tax treatment accorded any distribution from
the Custodial Account; such responsibility rests solely with the person ordering
the distribution.

(c) Any balance remaining in the Account when the Student attains age 30 is,
pursuant to Code section 530, to be distributed to the Student. The Student has
the responsibility to notify the Custodian to make such distribution and the
Student will be responsible for any tax consequences of not so directing the
Custodian. However, the Custodian may, based upon its records, make a
distribution to the Student upon the Student's attaining age 30 to the extent
required by law, and/or the Custodian will report the balance in the Account at
such time as a "deemed distribution" to the extent required by law, and the
Custodian will have no responsibility for so doing.

(d) Upon the death of the Student, any balance remaining in the Account will
be distributed to the Student's estate in the manner required by Code section
530, and the Custodian will have no responsibility for making such a
distribution, or for not making such distribution in the absence of instructions
to do so from the legal representative of the Student's estate.

10. The Custodian assumes (and shall have) no responsibility to make any
distribution except upon the written order of Student containing such
information as the Custodian may reasonably request (provided that the Custodian
may make distributions on its own initiative to the extent specifically provided
for in Section 9 of this Article XI) Also, before making any distribution or
honoring any assignment of the Custodial Account, Custodian shall be furnished
with any and all applications, certificates, tax waivers, signature guarantees
and other documents (including proof of any legal representative's authority)
deemed necessary or advisable by Custodian, but Custodian shall not be
responsible for complying with any order or instruction which appears on its
face to be genuine, or for refusing to comply if not satisfied it is genuine,
and Custodian has no duty of further inquiry. Any distributions from the Account
may be mailed, first-class postage prepaid, to the last known address of the
person or entity who is to receive such distribution, as shown on the
Custodian's records, and such distribution shall to the extent thereof
completely discharge the Custodian's liability for such payment.

11. (a) The Student agrees to provide information to the Custodian at such
time and in such manner as may be necessary for the Custodian to prepare any
reports required under Section 530(h) of the Code.

(b) The Custodian or the Service Company will submit reports to the Internal
Revenue Service and the Student at such time and manner and containing such
information as is prescribed by the Internal Revenue Service.

(c) The Student, Custodian and Service Company shall furnish to each other
such information relevant to the Custodial Account as may be required under the
Code and any regulations issued or forms adopted by the Internal Revenue Service
thereunder or as may otherwise be necessary for the administration of the
Custodial Account.

(d) The Student and/or the Donor shall file any reports to the Internal
Revenue Service which are required of either of them by law, and neither the
Custodian nor Service Company shall have any duty to advise either concerning or
monitor either's compliance with such requirement.

12. (a) Student retains the right to amend this Custodial Account document in
any respect at any time, effective on a stated date which shall be at least 60
days after giving written notice of the amendment (including its exact terms) to
Custodian by registered or certified mail, unless Custodian waives notice as to
such amendment. If the Custodian does not wish to continue serving as such under
this Custodial Account document as so amended, it may resign in accordance with
Section 16 below.

(b) Student delegates to the Custodian the Student's right so to amend,
provided (i) the Custodian does not change the investments available under the
Custodial Agreement and (ii) the Custodian amends in the same manner all
agreements comparable to this one, having the same Custodian, permitting
comparable investments, and under which such power has been delegated to it;
this includes the power to amend retroactively if necessary or appropriate in
the opinion of the Custodian in order to conform this Custodial Account to
pertinent provisions of the Code and other laws or successor provisions of law,
or to obtain a governmental ruling that such requirements are met, to adopt a
prototype or master form of agreement in substitution for this Agreement, or as
otherwise may be advisable in the opinion of the Custodian. Such an amendment by
the Custodian shall be communicated in writing to Student, and Student shall be
deemed to have consented thereto unless, within 30 days after such communication
to Student is mailed, Student either (i) gives Custodian a written order for a
complete distribution or transfer of the Custodial Account, or (ii) removes the
Custodian and appoints a successor under Section 16 below.

Pending the adoption of any amendment necessary or desirable to conform this
Custodial Account document to the requirements of the Code, or any amendment
thereto or to any applicable provision of the regulations or rulings thereunder,
the Custodian and the Service Company may operate the Student's Custodial
Account in accordance with such requirements to the extent that the Custodian
and/or the Service Company deem necessary to preserve the tax benefits of the
Account or otherwise necessary to meet all legal requirements.

(c) Notwithstanding the provisions of subsections (a) and (b) above, no
amendment shall increase the responsibilities or duties of Custodian without its
prior written consent.

(d) This Section 12 shall not be construed to restrict the Custodian's right
to substitute fee schedules in the manner provided by Section 15 below, and no
such substitution shall be deemed to be an amendment of this Agreement.

13. (a) Custodian shall terminate the Custodial Account if this Agreement is
terminated or if, within 30 days (or such longer time as Custodian may agree)
after resignation or removal of Custodian under Section 16, Student or Sponsor,
as the case may be, has not appointed a successor which has accepted such
appointment. Termination of the Custodial Account shall be effected by
distributing all assets thereof in a single payment in cash or in kind to
Student, subject to Custodian's right to reserve funds as provided in Section
16.

(b) Upon termination of the Custodial Account, this Custodial Account document
shall have no further force and effect (except for Sections 14(f), 16(b) and (c)
hereof which shall survive the termination of the Custodial Account and this
document), and Custodian shall be relieved from all further liability hereunder
or with respect to the Custodial Account and all assets thereof so distributed.

14. (a) In its discretion, the Custodian may appoint one or more contractors
or service providers to carry out any of its functions and may compensate them
from the Custodial Account for expenses attendant to those functions.

(b) The Service Company shall be responsible for receiving all instructions,
notices, forms and remittances from Student and for dealing with or forwarding
the same to the transfer agent for the Fund(s).

(c) The parties do not intend to confer any fiduciary duties on Custodian or
Service Company (or any other party providing services to the Custodial
Account), and none shall be implied. Neither shall be liable (or assumes any
responsibility) for the collection of contributions, the proper amount, time or
tax treatment of any contribution to the Custodial Account or the propriety of
any contributions under this Agreement, or the purpose, time, amount (including
any required distribution amounts), tax treatment or propriety of any
distribution hereunder, which matters are the sole responsibility of Student.

(d) Not later than 60 days after the close of each calendar year (or after the
Custodian's resignation or removal), the Custodian or Service Company shall file
with Student a written report or reports reflecting the transactions effected by
it during such period and the assets of the Custodial Account at its close. Upon
the expiration of 60 days after such a report is sent to Student, the Custodian
or Service Company shall be forever released and discharged from all liability
and accountability to anyone with respect to transactions shown in or reflected
by such report except with respect to any such acts or transactions as to which
Student shall have filed written objections with the Custodian or Service
Company within such 60 day period.

(e) The Service Company shall deliver, or cause to be delivered, to Student
all notices, prospectuses, financial statements and other reports to
shareholders, proxies and proxy soliciting materials relating to the shares of
the Funds(s) credited to the Custodial Account. No shares shall be voted, and no
other action shall be taken pursuant to such documents, except upon receipt of
adequate written instructions from Student.

(f) Student and Parent shall always fully indemnify Service Company, Sponsor,
Distributor, the Fund(s) and Custodian and save them harmless from any and all
liability whatsoever which may arise either (i) in connection with this
Agreement and the matters which it contemplates, except that which arises
directly out of the Service Company's, Distributor's, Fund's, Sponsor's or
Custodian's bad faith, gross negligence or willful misconduct, (ii) with respect
to making or failing to make any distribution, other than for failure to make
distribution in accordance with an order therefor which is in full compliance
with Section 9, or (iii) actions taken or omitted in good faith by such parties.
Neither Service Company nor Custodian shall be obligated or expected to commence
or defend any legal action or proceeding in connection with this Agreement or
such matters unless agreed upon by that party and Student, and unless fully
indemnified for so doing to that party's satisfaction. The Custodian's
acceptance of the contributions to this Account is expressly conditioned upon
Parent's and Student's agreement with the foregoing, and with all other
provisions of this Agreement. Exercise of any right, duty or responsibility by
Parent (or Student, as the case may be) in connection with the Student's account
shall be deemed to constitute acceptance of this condition.

(g) The Custodian and Service Company shall each be responsible solely for
performance of those duties expressly assigned to it in this Agreement, and
neither assumes any responsibility as to duties assigned to anyone else
hereunder or by operation of law.

(h) The Custodian and Service Company may each conclusively rely upon and
shall be protected in acting upon any written order from Student, or any
investment advisor appointed under Section 8, or any other notice, request,
consent, certificate or other instrument or paper believed by it to be genuine
and to have been properly executed, and so long as it acts in good faith, in
taking or omitting to take any other action in reliance thereon. In addition,
Custodian will carry out the requirements of any apparently valid court order
relating to the Custodial Account and will incur no liability or responsibility
for so doing.

15. (a) The Custodian, in consideration of its services under this Agreement,
shall receive the fees specified on the applicable fee schedule. The fee
schedule originally applicable shall be the one specified in the Adoption
Agreement or Disclosure Statement, as applicable. The Custodian may substitute a
different fee schedule at any time upon 30 days' written notice to Student. The
Custodian shall also receive reasonable fees for any services not contemplated
by any applicable fee schedule and either deemed by it to be necessary or
desirable or requested by Student.

(b) Any income, gift, estate and inheritance taxes and other taxes of any kind
whatsoever, including transfer taxes incurred in connection with the investment
or reinvestment of the assets of the Custodial Account, that may be levied or
assessed in respect to such assets, and all other administrative expenses
incurred by the Custodian in the performance of its duties (including fees for
legal services rendered to it in connection with the Custodial Account) shall be
charged to the Custodial Account. If the Custodian is required to pay any such
amount, the Student shall promptly upon notice thereof reimburse the Custodian.

(c) All such fees and taxes and other administrative expenses charged to the
Custodial Account shall be collected either from the amount of any contribution
or distribution to or from the Account, or (at the option of the person entitled
to collect such amounts) to the extent possible under the circumstances by the
conversion into cash of sufficient shares of one or more Funds held in the
Custodial Account (without liability for any loss incurred thereby).
Notwithstanding the foregoing, the Custodian or Service Company may make demand
upon the Student for payment of the amount of such fees, taxes and other
administrative expenses. Fees which remain outstanding after 60 days may be
subject to a collection charge.

16. (a) Upon 30 days' prior written notice to the Custodian, Student or
Sponsor, as the case may be, may remove it from its office hereunder. Such
notice, to be effective, shall designate a successor custodian and shall be
accompanied by the successor's written acceptance. The Custodian also may, but
is not required to, at any time resign upon 30 days' prior written notice to
Sponsor, whereupon Sponsor shall notify the Student, and shall appoint a
successor to the Custodian. In connection with its resignation hereunder, the
Custodian may, but is not required to, designate a successor custodian by
written notice to the Student, or Sponsor and the Student or Sponsor will be
deemed to have consented to such successor unless the Student or Sponsor
designates a different successor custodian and provides written notice thereof
together with such different successor's written acceptance by such date as the
Custodian specifies in its original notice to the Student or Sponsor (provided
that the Student will have a minimum 30 days to designated a different
successor).

(b) The successor custodian shall be a bank, insured credit union, or other
person satisfactory to the Secretary of the Treasury under Code section 530(b)
(1)(B). Upon receipt by Custodian of written acceptance by its successor of such
successor's appointment, Custodian shall transfer and pay over to such successor
the assets of the Custodial Account and all records (or copies thereof) of
Custodian pertaining thereto, provided that the successor custodian agrees not
to dispose of any such records without the Custodian's consent. Custodian is
authorized, however, to reserve such sum of money or property as it may deem
advisable for payment of all its fees, compensation, costs, and expenses, or for
payment of any other liabilities constituting a charge on or against the assets
of the Custodial Account or on or against the Custodian, with any balance of
such reserve remaining after the payment of all such items to be paid over to
the successor custodian.

17. References herein to the "Internal Revenue Code" or "Code" and sections
thereof shall mean the same as amended from time to time, including successors
to such sections.

18. Except where otherwise specifically required in this Agreement, any notice
from Custodian to any person provided for in this Agreement shall be effective
if sent by first-class mail to such person at that person's last address on the
Custodian's records.

19. Student shall not have the right or power to anticipate any part of the
Custodial Account or to sell, assign, transfer, pledge or hypothecate any part
thereof. The Custodial Account shall not be liable for the debts of Student or
subject to any seizure, attachment, execution or other legal process in respect
thereof except to the extent required by law. At no time shall it be possible
for any part of the assets of the Custodial Account to be used for or diverted
to purposes other than for the exclusive benefit of the Student except to the
extent required by law.

20. When accepted by the Custodian, this Agreement is accepted in and shall be
construed and administered in accordance with the laws of the state where the
principal office of the Custodian is located. Any action involving the Custodian
brought by any other party must be brought in such state.

This Agreement is intended to qualify under Code section 530 as an Education
IRA and to entitle Student to the tax benefits thereof, and if any provision
hereof is subject to more than one interpretation or any term used herein is
subject to more than one construction, such ambiguity shall be resolved in favor
of that interpretation or construction which is consistent with that intent.

However, the Custodian shall not be responsible for whether or not such
intentions are achieved through use of this Agreement, and Student is referred
to Student's attorney for any such assurances.

21. Student (or Donor) should seek advice from Student's (or Donor's) attorney
regarding the legal consequences (including but not limited to federal and state
tax matters) of entering into this Agreement, making contributions to the
Custodial Account, and ordering Custodian to make distributions from the
Account. Student (and Donor) acknowledges that Custodian and Service Company
(and any company associated therewith) are prohibited by law from rendering such
advice.

22. If any provision of any document governing the Custodial Account provides
for notice, instructions or other communication from one party to another in
writing, to the extent provided for in the procedures of the Custodian, Service
Company or another party, any such notice, instructions or other communications
may be given by telephonic, computer, other electronic or other means, and the
requirement for written notice will be deemed satisfied.

23. This Agreement and the Adoption Agreement signed by Student or Donor (as
either may be amended) are the documents governing the Student's Custodial
Account. Articles I through X are in the form promulgated by the Internal
Revenue Service in Form 5305-EA for use in establishing and maintaining an
Education IRA under Code section 530. If the Internal Revenue Service amends
such form, the Custodian will amend this Agreement accordingly, and the Student
specifically consents to such amendment in accordance with Section 12(b) hereof.

24. The Donor and/or Student acknowledges that he or she has received and read
the current prospectus for each Fund in which the Account is invested and the
Individual Retirement Account Disclosure Statement related to the Account. The
Donor and Student each represent under penalties of perjury that his or her
Social Security number (or other Taxpayer Identification Number) as stated in
the Adoption Agreement is correct.
<PAGE>

STATE STREET BANK AND TRUST COMPANY
EDUCATION IRA INFORMATION KIT

INTRODUCTION
WHAT'S NEW IN THE WORLD OF IRAS?

An Individual Retirement Account ("IRA") has always provided an attractive
means to save money for the future on a tax-advantaged basis. A new law now
makes IRAs an excellent vehicle to save for the expense of higher education.
This new Education IRA allows taxpayers to make annual nondeductible
contributions, which are not subject to any gift tax, of up to $500 on behalf of
any beneficiary who is 18 years old or younger. Earnings and interest grow tax
free, and qualified withdrawals from the Education IRA to pay for eligible
higher education expenses are tax- and penalty-free. The Education IRA
contribution limit phases out at modified adjusted gross income levels between
$95,000 and $110,000 for single filers, and between $150,000 and $160,000 for
married, joint return filers.

Education IRAs are first available starting January 1, 1998.

This Kit provides information on EDUCATION IRAS only. To learn more about the
benefits and features of our Regular IRA or our new Roth IRA, call or write us
at the phone number or address appearing below.

WHAT'S IN THIS KIT?

In this Kit you will find detailed information about Education IRAs and
everything needed to establish an Education IRA.

The first section of this Kit contains the instructions and forms you will
need to open a new Education IRA, or to transfer from another Education IRA to a
State Street Bank Education IRA.

The second section of this Kit contains the Education IRA Custodial Account
Agreement, which provides the legal provisions governing your Education IRA.

The third section of this Kit contains our Education IRA Disclosure Statement,
which describes the basic rules applicable to your Education IRA.

OTHER POINTS TO NOTE

The Disclosure Statement in this Kit provides you with the basic information
that you should know about State Street Bank Education IRAs. The Disclosure
Statement provides general information about the rules and features of Education
IRAs. However, the State Street Bank and Trust Company Adoption Agreement and
Education IRA Custodial Agreement, are the primary documents governing your
State Street Bank Education IRA, and these shall govern in the case of any
difference with the Disclosure Statement.

Please note that Education IRAs are new under the tax laws and many legal
issues concerning their operation have not yet been resolved. Also, since the
information in this Kit is only a summary, it may not cover all the details that
could affect your personal situation. Finally, this Kit does not address the tax
treatment of Education IRAs under state laws, which may vary. Therefore, you
should consult your own tax advisor or the IRS if you have any questions about
Education IRAs, or about latest developments or state tax treatment of Education
IRAs.

When used in this Kit you or your refers to the person for whom the Education
IRA is established. This individual is also called the Student. Where the use of
you, your or Student refers to an obligation, responsibility or duty of the
Student related to the Student's Education IRA, and the Student has not attained
the age of majority in the state of residence ("age of majority"), the parent or
guardian identified in the Adoption Agreement (the "Parent") must carry out the
obligation, responsibility or duty on the Student's behalf. Acceptance by the
Custodian of the contributions to the Account is expressly conditioned on the
Parent's assumption of such duties and responsibilities.

INFORMATION FOR DONORS

If you are a Donor other than a Student or Parent, read this information
carefully. As a Donor, you must complete and sign the enclosed Adoption
Agreement, designate the Student for whom the Education IRA is to be maintained,
and complete the other required sections of the Agreement -- including the
initial investment elections -- and submit the signed form to the Custodian,
along with your contribution. Once you submit the Agreement with the
contribution, you will have no further control over the account or the amount
contributed (unless you revoke the account). The Student (or Parent) will
control investment choices and can withdraw amounts at any time without your
consent. No amounts will revert to you.
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
EDUCATION INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

INSTRUCTIONS FOR OPENING AN EDUCATION IRA

1. Read carefully the Education IRA Disclosure Statement, the Education
Individual Retirement Custodial Account Agreement document, the
Education IRA Adoption Agreement, and the prospectus(es) for any Fund(s)
you are considering. Consult your lawyer or other tax adviser if you
have any questions about how opening this Education IRA will affect your
financial and tax situation or about the rules for contributions to or
withdrawals from an Education IRA.

2. Complete the Education IRA Adoption Agreement

o In Part 1, provide all of the requested information about the Student
for whose benefit the Education IRA is being opened. The Student must
be under age 18 for an Annual Contribution Education IRA, or under
age 30 for a Rollover or Transfer from another Education IRA.

o In Part 2, provide the requested information about the Parent or
Guardian who will control the Account on behalf of any Student who
has not yet reached the age of majority in his state of residence.
(Leave blank if inapplicable.) Indicate status (mother, father,
guardian). If "guardian," written proof of guardianship must
accompany this form. The Parent's Social Security Number is optional.

Only one person may be listed as the "Parent" in Part 2, even
though the Student lives with both parents, or even if such
person is actually the Student's guardian. In these materials,
the term "Parent" refers to a parent or guardian who is listed in
Part 2. NOTE: CONTRIBUTIONS BENEFITING A PARTICULAR STUDENT ARE
LIMITED TO $500 PER YEAR. IF NECESSARY, THE PARENT SHOULD CHECK
WITH ANY OTHER PARENT OR GUARDIAN OF THE STUDENT TO ENSURE THAT
CONTRIBUTIONS FOR A YEAR ON THAT STUDENT'S BEHALF (FROM ALL OTHER
SOURCES) DO NOT EXCEED THE MAXIMUM LIMIT.

o In Part 3, provide the requested information about the Donor.

The Donor is the individual making a contribution to the Account
and must sign this Agreement where indicated. The Student or
Parent can be the Donor. Once the Donor has made the contribution
and selected the initial investments, the Donor has no further
rights or responsibilities related to the Account, unless the
Donor is the Student or Parent.

If no Donor is making a contribution to the Account (in other
words, if the only contribution is a rollover or transfer from an
existing Education IRA), leave Part 3 blank.

o In Part 4, check the box (or boxes) that shows the type of Education
IRA you are opening.

o If this is an Annual Contribution Education IRA (one to which
contributions may be made each year), check box A and enclose a
check in the amount of the first contribution. UNLIKE REGULAR
IRAS, contributions TO AN EDUCATION IRA MUST BE MADE BY DECEMBER
31 OF A YEAR. CONTRIBUTIONS FOR A PARTICULAR YEAR MAY NOT BE MADE
BY APRIL 15 OF THE FOLLOWING YEAR. (Note: Although a Student may
have more than one Annual Contribution Education IRA, the maximum
annual contribution limit for all Annual Contribution Education
IRAs benefiting that particular Student is $500 per year.)

o If this is a rollover or transfer of funds from an existing
Education IRA, check box B. Check the appropriate box to indicate
whether the transaction is a rollover or direct transfer from
another Education IRA custodian. (NOTE: You can only transfer or
rollover amounts from another Education IRA; transfers or
rollovers from Regular IRAs, Roth IRAs, an employer-sponsored
plan, or any other similar arrangement are not permitted under
federal law.) If this is a transfer directly from another
custodian, complete the Transfer of Education IRA Assets Form.

o Check the box to indicate the relationship between the Student
for whom this account is being opened and the person for whose
benefit the transferring account was maintained. This can be the
same Student or a family member. (Note: Under federal law,
transfers or rollovers are permissible only if they are made to
an Education IRA for the same Student or another person who is
under age 30 and a member of the original Student's family.
"Family members" for this purpose are: child, step-child, child's
or step-child's descendant, sibling, sibling's child, parent,
step- parent, grandparent or the spouse of any of the foregoing.)

o In Part 5, indicate your investment choices.

o Sign and date the Adoption Agreement at the end.

3. If you are transferring assets directly from an existing Education IRA,
complete the Transfer of Education IRA Assets Form.

4. The Custodian fees for maintaining your Education IRA are listed in the
FEES AND EXPENSES section of the Disclosure Statement.

5. Check to be sure you have properly completed all necessary forms and
enclosed a check for the first contribution to your Education IRA (if
applicable). Your Education IRA cannot be accepted without the properly
completed documents.

All checks should be payable to "CENTURY SHARES TRUST."

Special Note: If the Student for whose benefit this Education IRA is being
opened is a minor under the laws of the Student's state of residence, acceptance
by the Custodian of the contribution is expressly conditioned on the Parent's
(as identified in Section 2 above) agreement to be responsible for all
requirements of the Student, and to exercise the powers and duties of the
Student, with respect to the operation of the Account, until Student reaches the
age of majority. Upon reaching the age of majority in the state in which the
Student then resides, the Student may advise the Custodian in writing
(accompanied by any supporting documentation the Custodian may require) that he
or she is assuming sole responsibility to exercise all powers and duties
associated with the administration of the Account. Absent such written notice by
Student, Custodian shall have no responsibility to acknowledge Student's
exercise of such powers and duties of administration.

Send the completed forms and checks to:

Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
EDUCATION INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
ADOPTION AGREEMENT

The undersigned, by signing this Adoption Agreement, hereby establishes an
Education Individual Retirement Account (the "Account") for the benefit of the
Student with State Street Bank and Trust Company as Custodian ("Bank"). The
terms of the Account are contained in the document entitled "State Street Bank
and Trust Company Education Individual Retirement Custodial Account" (which is
incorporated by reference) and this Adoption Agreement. The Account will be
effective upon acceptance by Bank.

1. STUDENT INFORMATION (SEE INSTRUCTIONS)

[ ] [ ] [ ]-[ ] [ ]-[ ] [ ] [ ] [ ]
- --------------------------------------- Student's Social Security Number
Print Full Name of Student
( )
- --------------------------------------- -----------------------------------
Address Student's Daytime Telephone Number

Student's Date of Birth: / /
- --------------------------------------- -----------------------------------
City State Zip
- --------------------------------------------------------------------------------
2. PARENT INFORMATION (SEE INSTRUCTIONS -- ONLY ONE PARENT SHOULD BE LISTED)

- --------------------------------------- [ ] Mother [ ] Father [ ] Guardian
*Print Full Name of Parent *If "guardian," submit proof of
guardianship.

[ ] [ ] [ ]-[ ] [ ]-[ ] [ ] [ ] [ ]
- --------------------------------------- Parent's Social Security Number
Address

( )
- --------------------------------------- -----------------------------------
City State Zip Parent's Daytime Telephone Number

NOTE: The "Parent" is the same individual described as the "Responsible
Individual" in Articles I - X of the Custodial Account Agreement, as the "RI" on
all account registration materials, and as the "Parent" in Article XI of the
Custodial Account Agreement and the Disclosure Statement.
- --------------------------------------------------------------------------------
3. DONOR INFORMATION (SEE INSTRUCTIONS)

- --------------------------------------- [ ] [ ] [ ]-[ ] [ ]-[ ] [ ] [ ] [ ]
Print Full Name Donor's Social Security Number

( )
- --------------------------------------- -----------------------------------
Address Donor's Daytime Telephone Number

- ---------------------------------------
City State Zip
- --------------------------------------------------------------------------------
4. TYPE OF EDUCATION IRA

A. [ ] ANNUAL CONTRIBUTION
Contribution for the current year. Check enclosed for $---------- .
This contribution does not exceed the maximum permitted amount as
described in the Education IRA Disclosure Statement.

B. [ ] ROLLOVER OR TRANSFER OF EXISTING EDUCATION IRA

[ ] Transfer of existing Education IRA. Complete the separate Transfer
of Education IRA Assets Form and return it with this form.

[ ] Rollover of distribution from existin g Educati on IRA to me within
60 days after distrib ution. The require ments for a valid rollover
are complex . See the Education IRA Disclosure Statement for
additional information and consult your tax advisor for help if
needed. Check enclosed for $ ---------.

If you are transferring or rolling over an existing Education IRA, check
the appropriate box below for the relationship of the Student in Item 1
above to the person who is the student in the existing Education IRA. The
person in Item 1 is the:

[ ] same person [ ] child or step-child [ ] sibling
[ ] child of sibling [ ] parent [ ] step-parent [ ] grandparent
[ ] spouse of one of foregoing [ ] other ----------
- --------------------------------------------------------------------------------
5. INVESTMENTS

Invest contributions to my Account as follows:

CENTURY SHARES TRUST 100%

The undersigned acknowledges having sole responsibility for the foregoing
investment choices and having received a current prospectus. Please read the
prospectus before investing.
- --------------------------------------------------------------------------------
6. CERTIFICATIONS AND SIGNATURES

If this is a Rollover Education IRA, the undersigned certifies that any
assets transferred in kind are the same assets received in the distribution
being rolled over; that no rollover into an Education IRA has been made within
the one-year period immediately preceding this rollover; that such distribution
was received within 60 days of making the rollover to the Account; and that the
Student identified in Item 1 above is either the person for whose benefit the
prior Education IRA was maintained or a member of such person's family (within
the meaning of Internal Revenue Code Section 529(e) (2)).

If this is an Annual Contribution Education IRA, the undersigned certifies
that the Student is less than 18 years old and that all Contributions made on
Student's behalf to this or any other Education IRAs do not exceed $500 in a
single tax year. If this is a Transfer or Rollover of an existing Education IRA,
the undersigned certifies that the Student is less than 30 years old and that
the relationship indicated in Section 4 is correct.

The undersigned acknowledges having received and read the "Education IRA
Disclosure Statement" relating to this Account (including the Custodian's fee
schedule), the Education Individual Retirement Custodial Account Agreement, and
the "Instructions" pertaining to this Adoption Agreement.

The undersigned acknowledges receipt of the Custodial Account Agreement and
Education IRA Disclosure Statement at least 7 days before the date of signature
(as indicated below) and acknowledges that there is no further right of
revocation.

CUSTODIAN ACCEPTANCE. State Street
Bank and Trust Company will accept
- -------------------------------------- appointment as Custodian of the
Signature of Student Date Account. However, this Agreement is
(If Student HAS obtained the age of not binding upon the Custodian until
majority in his/her state of the Student has received a statement
residence.) of the transaction. Receipt by the
Student of a confirmation of the
purchase of the Fund shares indicated
- -------------------------------------- above will serve as notification of
Signature of Donor Date State Street

Bank and Trust Company's acceptance of
appointment as Custodian of the
Account.

STATE STREET BANK AND TRUST COMPANY,
CUSTODIAN

By
------------------------------------

Date
----------------------------------

If Student is a minor under the laws of Student's state of residence,
acceptance by the Custodian of the contribution to this Account is expressly
conditioned upon the Parent's (identified above in Section 2) agreement to be
responsible for all requirements of the Student, and to exercise the powers and
duties of the Student, with respect to the operation of the Account. Upon
reaching the age of majority in the state in which the Student then resides, the
Student may advise the Custodian in writing (accompanied by such supporting
documentation as the Custodian may require) that he or she is assuming sole
responsibility to exercise all powers and duties associated with the
administration of the Account. Absent such written notice by Student, Custodian
shall have no responsibility to acknowledge Student's exercise of such powers
and duties of administration.

RETAIN A PHOTOCOPY OF THE COMPLETED ADOPTION AGREEMENT FOR YOUR RECORDS

ALL CHECKS SHOULD BE PAYABLE TO "CENTURY SHARES TRUST"

MAIL COMPLETED FORMS AND CHECKS TO CENTURY SHARES TRUST
P.O. BOX 8329
BOSTON, MA 02266-8329
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
EDUCATION INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
TRANSFER OF EDUCATION IRA ASSETS FORM

1. NAME, ADDRESS AND CONSENT OF PERSON WHO CONTROLS THE CURRENT SENDING ACCOUNT

Name [ ] Mother [ ] Father
----------------------------------------- [ ] Guardian [ ] Student
*If "guardian," submit proof of guardianship.

Address
---------------------------------------------------------------------
Street City State Zip

Day Telephone No. ( ) Social Security No.
----------------- -------------------

By signing below, I authorize and direct the current custodian or trustee to
make the transfer specified in this form.

-------------------------------------
Signature Date

SIGNATURE GUARANTEE (only if required by current custodian or trustee)

Signature guaranteed by: --------------------------------------------------
Name of Bank or Dealer Firm

--------------------------------------------------
Signature of Officer and Title
- --------------------------------------------------------------------------------
2. NAME OF STUDENT BENEFITING UNDER THE State Street Bank Education IRA,
(Identified in Section 1 of the State Street Bank Education IRA Adoption
Agreement.)

Name
-------------------------------------------------------------------------

Address
----------------------------------------------------------------------
Street City State Zip

Day Telephone No. ( ) Social Security No.
----------------- -------------------
- --------------------------------------------------------------------------------
3. INSTRUCTIONS TO CURRENT EDUCATION IRA CUSTODIAN OR TRUSTEE

Current Account No.
----------------------------
Name of Custodian/Trustee
----------------------------------------------------
Attn: Mr./Ms.
---------------------------------------------------------------
Address
----------------------------------------------------------------------
Street City State Zip

Please transfer assets from the above account to State Street Bank and Trust
Company. Transfer should be in cash according to the following instructions:

[ ] Transfer the total or [ ] Transfer $ and retain the balance.
amount in this Account. ------

Make check payable to: CENTURY SHARES TRUST

<PAGE>

- --------------------------------------------------------------------------------
4. INVESTMENT INSTRUCTIONS TO STATE STREET BANK AND TRUST COMPANY
(Check one box and complete if necessary)

[ ] Invest the transferred amount in accordance with the investment
instructions currently in effect for the State Street Bank and Trust
Company Education Individual Retirement Custodial Account.

If such an IRA is already open, give account number:
------------------
[ ] Invest the transferred amount as follows: Century Shares Trust 100%

The undersigned acknowledges having sole responsibility for the foregoing
investment choices and having received a current prospectus. Please read the
prospectus before investing.

The undersigned understands that the requirements for a valid transfer
between Education IRAs are complex and acknowledges having responsibility
for complying with all requirements and for the tax results of any such
transfer.
- --------------------------------------------------------------------------------
5. SIGNATURE OF STUDENT, PARENT OR GUARDIAN (see Special Note below).

-----------------------------------------------------------------------------
Student/Parent Date
(Please circle one of the above)
- --------------------------------------------------------------------------------
6. ACCEPTANCE BY NEW CUSTODIAN (Completed by State Street Bank and Trust
Company)

State Street Bank and Trust Company agrees to accept transfer of the above
amount for deposit to the Student's State Street Bank and Trust Company
Education Individual Retirement Custodial Account, and requests the
liquidation and transfer of assets as indicated above.

Date: By:
------------------------------ ---------------------------------

Special Note: If Student is a minor under the law of Student's state of
residence, the parent or guardian must execute this Transfer of Education IRA
Assets Form.
<PAGE>

EDUCATION IRA DISCLOSURE STATEMENT

SPECIAL NOTE

This Disclosure Statement describes the rules applicable to Education IRAs
beginning January 1, 1998. Education IRAs are a new kind of IRA available for
the first time in 1998. Contributions to an Education IRA for 1997 are NOT
permitted. Contributions to an Education IRA are not tax-deductible to the
person making the contribution, but withdrawals that meet certain requirements
are not subject to federal income taxes when received. This makes the dividends
on and growth of the investments held in an Education IRA tax-free for federal
income tax purposes if the requirements are met.

Regular IRAs, which have existed since 1975, are still available. New Roth
IRAs are also available after January 1, 1998. Both Regular IRAs and Roth IRAs
provide a tax-advantaged savings vehicle that can be used to save for higher
education expenses as well as other needs, including retirement. This Disclosure
Statement does not describe either Roth or Regular IRAs. This Disclosure
Statement also does not describe IRAs established in connection with a SIMPLE
IRA program or a Simplified Employee Pension (SEP) plan maintained by your
employer. If you wish to receive information about these IRA products, including
forms and explanatory materials, call the 800 number or write the address listed
at the end of this Disclosure Statement.

ESTABLISHING AN EDUCATION IRA

This Disclosure Statement contains information about an Education Individual
Retirement Custodial Account with State Street Bank and Trust Company as
Custodian. An Education IRA provides several tax benefits. While contributions
to an Education IRA are not deductible to the contributor, dividends on and
growth of the assets held in the Education IRA are not subject to federal income
tax. Withdrawals from an Education IRA are excluded from income for federal
income tax purposes if used for qualifying higher education expenses (described
below). State income tax treatment of your Education IRA may differ from federal
treatment; ask your state tax department or your personal tax advisor for
details.

Regular annual contributions to Education IRAs must be made in cash, on behalf
of a designated individual (the "Student") who is less than 18 years old at the
time of the contribution, and rollover contributions must be made on behalf of a
Student who is less than age 30 at the time of the rollover. The IRA trustee or
custodian must be a bank or other person who has been approved by the Secretary
of the Treasury. Contributions may not be invested in life insurance or be
commingled with other property except in a common trust or investment fund. The
Student's interest in the account must be nonforfeitable at all times. Upon the
death of the Student, any balance undistributed in the account shall be
distributed to the Student's estate within 30 days of the date of death. You may
obtain further information on Education IRAs from any district office of the
Internal Revenue Service.

The Donor may revoke a newly established Education IRA at any time within
seven days after the date on which he or she receives this Disclosure Statement.
An Education IRA established more than seven days after the date of receipt of
this Disclosure Statement may not be revoked. To revoke the Education IRA, mail
or deliver a written notice of revocation to the Custodian at the address which
appears at the end of this Disclosure Statement. Mailed notice will be deemed
given on the date that it is postmarked (or, if sent by certified or registered
mail, on the date of certification or registration). If the Education IRA is
revoked within the seven-day period, the Donor will receive payment of the
entire amount originally contributed into the Education IRA, without adjustment
for such items as sales charges, administrative expenses or fluctuations in
market value.

An Education IRA is established on behalf of the Student and is controlled by
the Student (or Parent). The Donor making a contribution, if not the Student or
Parent, may designate the initial investments in the Education IRA Account, but
shall have no further rights, interests or obligations related to the Education
IRA, except that he or she can make additional contributions, subject to the
limits described below.

The Adoption Agreement must be signed by the Donor, and any and all forms,
applications, certifications and other documents must be signed by the Parent,
if the Student has not yet reached the age of majority recognized by the laws of
the state of Student's residence ("age of majority").

While the Student remains a minor, the Parent identified in the Adoption
Agreement, will exercise all of the rights and responsibilities of the Student,
including the selection and exchange of Fund shares in which the Education IRA
is invested. The Custodian's acceptance of the contribution to this Education
IRA account is conditioned on agreement by the Parent of a minor Student to be
bound by all of the terms and conditions of this Disclosure Agreement and the
provisions set out in Articles I-XI of the Custodial Account Agreement. The
Student may notify the Custodian in writing that he or she has reached the age
of majority in the state where the Student then resides (and provide any
documentation the Custodian may request verifying the fact that he or she has
attained such age). Upon receiving such request (and documentation, if
requested), the Custodian will recognize the Student as the individual
controlling the account with power to exercise all rights and responsibilities
related to the Education IRA, and the Parent will thereafter have no control or
power over the account.

- ------------------------------------------------------------------------------
Note: The Custodian is under no obligation to determine whether any Parent
actually holds the legal right and capacity to direct or control a Student's
Education IRA account.
- ------------------------------------------------------------------------------

FEES AND EXPENSES
CUSTODIAN'S FEES

The following is a list of the fees charged by the Custodian for maintaining
your Education IRA.

Annual Maintenance Fee $10.00

Termination, Rollover, or Transfer of Account
to Successor Custodian $10.00

GENERAL FEE POLICIES

o Fees may be paid by you directly or the Custodian may deduct them from your
Education IRA.

o Fees may be changed upon 30 days written notice to you.

o The full annual maintenance fee will be charged for any calendar year
during which you have an Education IRA with us. This fee is not prorated
for periods of less than one full year.

o If provided for in the Disclosure Statement or Adoption Agreement,
termination fees are charged when your account is closed whether the funds
are distributed to you or transferred to a successor custodian or trustee.

o The Custodian may charge you for its reasonable expenses for services not
covered by its fee schedule.

OTHER CHARGES

There may be sales or other charges associated with the purchase or redemption
of shares of a Fund in which your Education IRA is invested. Before investing,
be sure to read carefully the current prospectus of any Fund you are considering
as an investment for your Education IRA for a description of applicable charges.

CONTRIBUTIONS

WHO MAY CONTRIBUTE TO AN EDUCATION IRA?

Starting in 1998, anyone, including the Student, may open and contribute to an
Education IRA established on the Student's behalf, as long as the Student is
less than 18 at the time of the contribution. The person making the contribution
- -- the "Donor" -- can be anyone, even the Student; the Donor does not have to be
related to the Student.

ARE CONTRIBUTIONS TO AN EDUCATION IRA TAX DEDUCTIBLE?
Contributions to an Education IRA are not deductible. This is a major

difference between Education IRAs and Regular IRAs.

WHEN CAN CONTRIBUTIONS BE MADE TO AN EDUCATION IRA?
A Donor may make a contribution to an Education IRA for a particular
calendar year by the end of that year (December 31). (NOTE: Unlike Regular
IRAs or Roth IRAs, contributions for a particular year may NOT be made by the
due date of the Donor's federal income tax return for that year.)

HOW MUCH MAY BE CONTRIBUTED TO AN EDUCATION IRA?

Donors may contribute up to $500 in a calendar year for the benefit of any
one Student. For example, if Uncle Joe contributes $300 to a State Street Bank
Education IRA on behalf of Bobby, his nephew, all other contributions made on
behalf of Bobby by Uncle Joe or any other potential Donor (such as parents or
grandparents) to THIS OR ANY OTHER Education IRA, are limited to $200 for that
tax year.

- --------------------------------------------------------------------------------
Note: The Custodian is under no obligation, nor can it be, to determine
whether the maximum limit for any Student has been reached. It is the
Parent's responsibility to consult with the other parent or guardian to
determine whether the maximum limits will be exceeded.
- --------------------------------------------------------------------------------

For Donors with high income levels, the contribution limits may be reduced
below $500. This depends upon the Donor's filing status and the amount of his or
her modified adjusted gross income (MAGI). The following table shows how the
contribution limits are restricted.

HOW ARE THE LIMITS CALCULATED FOR MAGI IN THE "REDUCED CONTRIBUTION" RANGE?
If the Donor's MAGI falls in the reduced contribution range, that Donor's
contribution limit must be calculated. To do this, multiply the normal
contribution limit ($500) by a fraction. The numerator is the amount by which
MAGI exceeds the lower limit of the reduced contribution range ($95,000 if
single, or $150,000 if married filing jointly). The denominator is $15,000
(single taxpayers) or $10,000 (married filing jointly). Subtract this from the
normal limit.

For example, assume that a Donor's MAGI for the year is $157,555 and she is
married, filing jointly. The Education IRA contribution limit would be
calculated as follows:

1. The amount by which MAGI exceeds the lower limit of the reduced
contribution deductible range:

($157,555 - $150,000) = $7,555

$ 7,555
2. Is divided by $10,000: ------- = 0.7555
$10,000

3. Multiply this by $500:

0.7555 x $500 = $377.75

4. Subtract this from the $500 contribution limit:

($500 - $377.75) = $122.25

This is the contribution limit.

Of course, if one Donor is prevented by these rules from making a full $500
contribution on behalf of a Student, another person (who is not the Donor's
spouse) may be willing to contribute so that the full $500 per year that the law
allows will be added to the Student's Education IRA.

NOTE: Any amount contributed to the Education IRA above the maximum is
considered an "excess contribution," which is subject to excise tax of 6% for
each year it remains in the Education IRA.

<TABLE>
EDUCATION IRA CONTRIBUTION LIMITS

-----------------------------------------------------------------------------------------------------------------
IF DONOR IS A SINGLE TAXPAYER OR IF DONOR IS MARRIED THEN DONOR
MARRIED FILING SEPARATELY FILING JOINTLY MAY MAKE
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------
Up to Up to FULL
$95,000 $150,000 CONTRIBUTION
------------------------------------------------------------------------------------------------------------------
MODIFIED
ADJUSTED GROSS ------------------------------------------------------------------------------------------------------------------
INCOME More than More than REDUCED CONTRIBUTION
(MAGI) $95,000 $150,000 (SEE EXPLANATION BELOW)
LEVEL but less than but less than
$110,000 $160,000
------------------------------------------------------------------------------------------------------------------
$110,000 $160,000 ZERO
and up and up (NO CONTRIBUTION)
------------------------------------------------------------------------------------------------------------------
</TABLE>

HOW DO I DETERMINE MAGI?

For most taxpayers MAGI is the same as adjusted gross income, which is their
gross income minus those deductions which are available to all taxpayers even if
they don't itemize. (Instructions to calculate AGI are provided with income tax
Form 1040 or 1040A.) Modified AGI is simply regular AGI adjusted to include
certain amounts earned abroad. If a Donor has not earned income in any foreign
country, Guam, American Samoa, the Northern Mariana Islands or Puerto Rico,
normal AGI should be used in the calculations above.

ARE THERE ANY OTHER LIMITS ON THE AMOUNT THAT MAY BE CONTRIBUTED TO AN EDUCATION
IRA?

A Donor cannot contribute to an Education IRA in any year in which a
contribution is made to a state prepaid tuition plan for the same Student. (A
state tuition plan allows taxpayers to pay their child's tuition in advance.)
Any amount contributed to an Education IRA in the same year that a contribution
is made to a state prepaid tuition plan on behalf of the Student is an excess
contribution, subjecting the Student (or the Parent, if the Student is under 14)
to the 6% penalty tax.

HOW ARE EXCESS CONTRIBUTIONS CORRECTED?

Excess contributions may be corrected without paying a 6% penalty. To do so,
the excess and any earnings on the excess must, in accordance with directions
from the Student (or Parent) to the Custodian, be paid to the Student before the
due date (including extensions) for filing his or her federal income tax return
for the year for which the excess contribution was made. The earnings must be
included in the Student's income for the tax year for which the contribution was
made.

One other way to eliminate excess contributions (and possibly avoid the 6%
excess contribution penalty tax) is to contribute an amount out of the Education
IRA to a qualified state tuition program, if there is one available to receive
the contribution from the Education IRA. This must be done in the same year that
the excess contribution was made.

WHAT HAPPENS IF THE EXCESS CONTRIBUTION IS NOT CORRECTED BY THE TAX RETURN DUE
DATE?

Any excess contribution withdrawn after the tax return due date (including any
extensions) for the year for which the contribution was made will subject the
Student to the 6% excise tax.

Unless an exception applies, the excess contribution and any earnings on it
withdrawn after tax filing time will be includible in the Student's (or the
Parent's, if the Student is under 14) taxable income and may be subject to a 10%
withdrawal penalty.

INVESTMENTS

HOW ARE EDUCATION IRA CONTRIBUTIONS INVESTED?

The Donor indicates the initial investment elections on the Adoption
Agreement. Thereafter, the Student controls the investment by making choices
among the available Fund(s) in accordance with the Fund rules. Investments must
be in one or more of the Fund(s) available from time to time as listed in the
Adoption Agreement for the Education IRA or in an investment selection form
provided with the Education IRA Adoption Agreement or from the Fund Distributor
or Service Company. The investments of your Education IRA are directed by giving
the investment instructions to the Distributor or Service Company for the
Fund(s). Since the Student controls the investment of the Education IRA, he or
she is responsible for the investment results achieved; neither the Custodian,
the Distributor nor the Service Company has any responsibility for any loss or
diminution in value occasioned by your exercise of investment control.
Transactions for the Education IRA will generally be at the applicable public
offering price or net asset value for shares of the Fund(s) involved next
established after the Distributor or the Service Company (whichever may apply)
receives proper investment instructions from you; consult the current prospectus
for the Fund(s) involved for additional information.

Before making any investment, read carefully the current prospectus for any
Fund under consideration as an investment for the Education IRA. The prospectus
will contain information about the Fund's investment objectives and policies, as
well as any minimum initial investment or minimum balance requirements and any
sales, redemption or other charges.

Because you control the selection of investments your Education IRA and
because mutual fund shares fluctuate in value, the growth in value of the
Education IRA cannot be guaranteed or projected.

ARE THERE ANY RESTRICTIONS ON THE USE OF THE EDUCATION IRA ASSETS?
The tax-exempt status of the Education IRA will be revoked if you engage in
any of the prohibited transactions listed in Section 4975 of the tax code. Upon
such revocation, the Education IRA is treated as distributing its assets to the
Student. The taxable portion of the amount in the Education IRA will be subject
to income tax unless the requirements for a tax-free withdrawal are satisfied
(see below). Also, you may be subject to a 10% penalty tax on the taxable
amount.

WHAT IS A PROHIBITED TRANSACTION?

Generally, a prohibited transaction is any improper use of the assets in your
Education IRA. Some examples of prohibited transactions are:

o Direct or indirect sale or exchange of property between you and your
Education IRA.

o Transfer of any property from your Education IRA to yourself or from
yourself to your Education IRA.

The Education IRA could lose its tax exempt status if you use all or part of
your interest in your Education IRA as security for a loan or borrow any money
from your Education IRA. Any portion of your Education IRA used as security for
a loan will be treated as a distribution in the year in which the money is
borrowed. This amount may be taxable and you may also be subject to the 10%
premature withdrawal penalty on the taxable amount.

WITHDRAWALS

WHEN CAN I MAKE WITHDRAWALS FROM MY EDUCATION IRA?
You may make a withdrawal from the Education IRA at any time. If the
withdrawal meets the requirements discussed below, it is tax-free. This means
that no federal income tax is due, even though the withdrawal includes dividends
or gains on the Fund shares while held in the Education IRA.

WHEN ARE DISTRIBUTIONS MANDATORY?

Any amount remaining in the account as of your 30th birthday must be
distributed to you, and any dividends or gains will be then subject to income
tax and penalty (unless an exception applies.) You can avoid these tax
implications if, before you reach age 30, you roll-over or transfer your account
balance, or change the designated beneficiary of your Education IRA, to another
member of your family. (See TRANSFERS/ROLLOVERS below.)

If you die before withdrawing your entire account balance, your Education IRA
must be distributed to your estate within 30 days after your death.

WHAT ARE THE REQUIREMENTS FOR A TAX-FREE WITHDRAWAL?
To be tax-free, a withdrawal from your Education IRA must meet two
requirements. First, the amounts withdrawn must be made to cover the cost of
"qualified higher education expenses" incurred by you while attending an
"eligible educational institution."

These two important terms are defined as follows:

o QUALIFIED HIGHER EDUCATION EXPENSES for all students include expenses for
tuition, books, supplies, and equipment required for enrollment or
attendance at an eligible educational institution. For students attending
an eligible educational institution at least half time, qualified higher
education expenses also include room and board. (Note: These costs will
generally be the school's posted room and board charge, or $2,500 per year
if the Student lives off-campus and not at home.) Also, qualified expenses
include amounts contributed to a qualified state tuition program.

o An ELIGIBLE EDUCATIONAL INSTITUTION includes most colleges, universities,
vocational schools, or other postsecondary educational institutions. The
Student should check with his or her school to verify that it is an
eligible educational institute as described in section 481 of the Higher
Education Act of 1965.

Second, the amount of the withdrawal in a year must not exceed your qualified
higher education expenses for that year.

HOW ARE WITHDRAWALS FROM AN EDUCATION IRA TAXED IF THE TAX-FREE REQUIREMENTS ARE
NOT MET?

If the withdrawal does not meet the tax-free requirements discussed above, the
general rule is that the amount equal to the principal contributions will not be
taxed, nor will the 10% withdrawal penalty apply to principal. However, that
portion of the account attributable to dividends or gains is includible in the
Student's (or the Parent's) gross income in the taxable year it is received, and
may be subject to the 10% withdrawal penalty.

A special rule may apply if the amount withdrawn exceeds the Student's
qualified higher education expenses in a year. In this case, the amount that
must be included as income for tax purposes is determined by first determining
the ratio that the qualified higher education expenses bear to the actual
withdrawal. The portion of the withdrawal that is potentially subject to
taxation -- the amount of gains or dividends -- is then multiplied by that
percentage amount. The resultant sum is the amount excludable from income. The
following example explains this formula:

In 2010, John withdraws $9,000 from his Education IRA, of which $4,000 is
attributable to dividends or gains. John's qualified education expenses total
only $7,000 for that year. Therefore, 77% ($7,000/$9,000) of the withdrawal is
attributable to educational expenses. So, $3,080 (77% of $4,000) is excludible
as income and the difference, $920, is includible as income and possibly
subject to the 10% penalty tax.

Taxable withdrawals of dividends and gains from an Education IRA are treated
as ordinary income. Withdrawals of taxable amounts from an Education IRA are not
eligible for averaging treatment currently available to certain lump sum
distributions from qualified employer-sponsored retirement plans, nor are such
withdrawals eligible for taxable gains tax treatment.

The receipt of any taxable withdrawal from an Education IRA may also be
subject to a 10% penalty tax, unless:

o The withdrawal is paid to your estate within thirty days of your death;

o The withdrawal is paid to you on account of your disability; or

o The withdrawal is equal to or less than the amount of a scholarship or
other tax-free educational assistance you receive.

- --------------------------------------------------------------------------------
Note: The Custodian is not responsible for monitoring withdrawals or
determining whether any withdrawal is being made by any individual for
education expenses, nor is the Custodian responsible for determining what
taxes or penalties, if any, may apply.
- --------------------------------------------------------------------------------

HOW DOES RECEIPT OF A TAX-FREE, QUALIFIED WITHDRAWAL AFFECT AVAILABLE EDUCATION
TAX CREDITS?

If the Student receives a tax-free distribution from an Education IRA in a
particular tax year, none of the Student's education expenses for that year may
be claimed as the basis for a Hope Scholarship Credit or Lifetime Learning
Credit for that year.

However, the tax-free treatment of the Education IRA withdrawal may be waived
(thus subjecting the withdrawal to the imposition of tax, as discussed above),
and the Student or Student's Parents, as the case may be, may elect instead to
claim a Hope Scholarship Credit or Lifetime Learning Credit for the education
expenses.

You should consult with your tax advisor to determine whether you qualify for
either credit and whether waiving the tax-free withdrawal of the Education IRA
is right for you.

TRANSFERS/ROLLOVERS

CAN A DISTRIBUTION BE TRANSFERRED OR ROLLED OVER FROM AN EMPLOYER'S RETIREMENT
PLAN INTO AN EDUCATION IRA?

Distributions from qualified employer-sponsored retirement plans or 403(b)
arrangements (for employees of tax-exempt employers) are NOT eligible for
rollover or direct transfer to an Education IRA. Nor are withdrawals from other
types of IRAs.

CAN ROLLOVERS BE MADE FROM ONE EDUCATION IRA TO ANOTHER EDUCATION IRA?
Amounts rolled over from one Education IRA to another Education IRA are
permitted only if the receiving Education IRA is for your benefit or for the
benefit of a member of your family. Such a rollover must be completed with 60
days after the withdrawal from the first Education IRA. Only one rollover from
an Education IRA to another is permitted in a full year (365 days).

CAN THE BENEFICIARY OF AN EDUCATION IRA BE CHANGED?

Instead of rolling over an Education IRA account to another Education IRA
account, the Student may simply change the designated beneficiary of his account
to another member of his family who is under the age of 30. This can be done at
any time. (Note: This approach can be used up to the day before your 30th
birthday to avoid the tax and penalty that may otherwise apply if a distribution
is required because you reach age 30.) (See WHEN ARE DISTRIBUTIONS MANDATORY?
above.)

WHO IS A MEMBER OF THE STUDENT'S FAMILY?

Family members include the Student and any of the following who are under age
30: the Student's children and their descendants, stepchildren and their
descendants, siblings and their children, parents and grandparents, stepparents,
and spouses of all of the foregoing.

HOW DO ROLLOVERS AFFECT EDUCATION IRA CONTRIBUTION LIMITS?
Rollover contributions, if properly made, do not count toward the maximum
contribution. Also, rollovers from one Education IRA to another can be made even
during a year when the Donor is not eligible to contribute to an Education IRA
(for example, because MAGI for that year is too high).

TAX MATTERS

WHAT IRA REPORTS DOES THE CUSTODIAN ISSUE?

The Custodian will report all withdrawals to the IRS and the recipient on the
appropriate form.

The Custodian will report to the IRS the year-end value of the Account and the
amount of any rollovers or regular contribution made during a calendar year.

WHAT TAX INFORMATION MUST THE STUDENT REPORT TO THE IRS?
The appropriate tax reporting form must be filed with the IRS for each
taxable year for which there is made an excess contribution or in which there is
a premature withdrawal that is subject to the 10% penalty tax.

ARE EDUCATION IRA WITHDRAWALS SUBJECT TO WITHHOLDING?

Federal income tax withholding requirements have not been established by the
law or by IRS regulations or rulings. Consult your tax advisor or the IRS for
the latest information on withholding requirements on taxable withdrawals from
and Education IRA.

ARE THE EARNINGS ON EDUCATION IRA FUNDS TAXED?

Any dividends on or growth of investments held in an Education IRA are
generally exempt from federal income taxes and will not be taxed until
withdrawn, unless the tax exempt status of the Education IRA is revoked. If a
withdrawal qualifies as a tax-free withdrawal (see above), amounts reflecting
earnings or growth of assets in the Education IRA will not be subject to federal
income tax.

ACCOUNT TERMINATION

The Student may terminate the Education IRA at any time after its
establishment by sending a completed withdrawal form (or other instructions in a
form acceptable to the Custodian), or a transfer authorization form to:

Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329

An Education IRA with State Street Bank will terminate upon the first to occur
of the following:

o The date the Student's properly executed withdrawal form or instructions
(as described above) withdrawing the total Education IRA balance is
received and accepted by the Custodian.

o The date the Education IRA ceases to qualify under the tax code. This will
be deemed a termination.

o The transfer of the Education IRA to another custodian/trustee.

o The rollover of the amounts in the Education IRA to another
custodian/trustee.

Any outstanding fees must be received prior to such a termination of an
Education IRA account.

The amount received from an Education IRA upon termination of the account will
be treated as a withdrawal, and thus the rules relating to Education IRA
withdrawals will apply. For example, if the Education IRA is terminated and
distributions are not made for qualified education expenses, the 10% early
withdrawal penalty may apply to the taxable amount received.

IMPORTANT: THE DISCUSSION OF THE TAX RULES FOR EDUCATION IRAS IN THIS
DISCLOSURE STATEMENT IS BASED UPON THE BEST AVAILABLE INFORMATION. HOWEVER,
EDUCATION IRAS ARE NEW UNDER THE TAX LAWS, AND NOT ALL ISSUES PERTAINING TO THE
OPERATION AND TAX TREATMENT OF EDUCATION IRA ACCOUNTS HAVE BEEN ADDRESSED BY THE
IRS. THEREFORE, THE STUDENT SHOULD CONSULT HIS OR HER TAX ADVISOR FOR THE LATEST
DEVELOPMENTS OR FOR ADVICE ON HOW MAINTAINING AN EDUCATION IRA WILL AFFECT HIS
OR HER (OR PARENT'S) PERSONAL TAX OR FINANCIAL SITUATION.

EDUCATION IRA DOCUMENTS

The terms contained in Articles I to X of the State Street Bank and Trust
Company Education Individual Retirement Custodial Account document are in the
form promulgated by the IRS in Form 5305-EA for use in establishing an Education
IRA under Code section 530. If the IRS issues an amendment to Form 5305-EA, the
Custodian will adopt the provisions of such model form as an amendment,
accordingly. IRS approval relates only to the form of Articles I to X and will
not be an approval of the merits of the Education IRA or of any investment
permitted by the Education IRA.

ADDITIONAL INFORMATION

For additional information you may write to the following address or call the
following telephone number:

Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329
800-321-1928
<PAGE>
STATE STREET BANK AND TRUST COMPANY
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

The following provisions of Articles I to VII are in the form promulgated by
the Internal Revenue Service in Form 5305-A for use in establishing an
individual retirement custodial account.

ARTICLE I.
The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(c), 403(a)(4), 403(b)(8), 408(d)(3), or
an employer contribution to a simplified employee pension plan as described in
section 408(k).

ARTICLE II.
The Depositor's interest in the balance in the custodial account is
nonforfeitable.

ARTICLE III.
1. No part of the custodial funds may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled with
other property except in a common trust fund or common investment fund (within
the meaning of section 408(a)(5)).

2. No part of the custodial funds may be invested in collectibles (within
the meaning of section 408(m)) except as otherwise permitted by section 408(m)
(3), which provides an exception for certain gold, silver, and platium coins,
coins issued under the laws of any state, and certain bullion.

ARTICLE IV.
1. Notwithstanding any provisions of this agreement to the contrary, the
distribution of the Depositor's interest in the custodial account shall be
made in accordance with the following requirements and shall otherwise comply
with section 408(a)(6) and Proposed Regulations section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations section 1.401(a)
(9)-2, the provisions of which are incorporated by reference.

2. Unless otherwise elected by the time distributions are required to begin
to the Depositor under paragraph 3, or to the surviving spouse under paragraph
4, other than in the case of a life annuity, life expectancies shall be
recalculated annually. Such election shall be irrevocable as to the Depositor
and the surviving spouse and shall apply to all subsequent years. The life
expectancy of a nonspouse beneficiary may not be recalculated.

3. The Depositor's entire interest in the custodial account must be, or
begin to be, distributed by the Depositor's required beginning date, the April
1 following the calendar year end in which the Depositor reaches age 70 1/2.
By that date, the Depositor may elect, in a manner acceptable to the
Custodian, to have the balance in the custodial account distributed in:

(a) A single-sum payment.

(b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the Depositor.

(c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last survivor
lives of the Depositor and his or her designated beneficiary.

(d) Equal or substantially equal annual payments over a specified period
that may not be longer than the Depositor's life expectancy.

(e) Equal or substantially equal annual payments over a specified period
that may not be longer than the joint life and last survivor expectancy of
the Depositor and his or her designated beneficiary.

4. If the Depositor dies before his or her entire interest is distributed to
him or her, the entire remaining interest will be distributed as follows:

(a) If the Depositor dies on or after distribution of his or her interest
has begun, distribution must continue to be made in accordance with
paragraph 3.

(b) If the Depositor dies before distribution of his or her interest has
begun, the entire remaining interest will, at the election of the Depositor
or, if the Depositor has not so elected, at the election of the beneficiary
or beneficiaries, either

(i) Be distributed by the December 31 of the year containing the fifth
anniversary of the Depositor's death, or

(ii) Be distributed in equal or substantially equal payments over the
life or life expectancy of the designated beneficiary or beneficiaries
starting by December 31 of the year following the year of the Depositor's
death. If, however, the beneficiary is the Depositor's surviving spouse,
then this distribution is not required to begin before December 31 of the
year in which the Depositor would have turned age 70 1/2.

(c) Except where distribution in the form of an annuity meeting the
requirements of section 408(b)(3) and its related regulations has
irrevocably commenced, distributions are treated as having begun on the
Depositor's required beginning date, even though payments may actually have
been made before that date.

(d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving spouse, no
additional cash contributions or rollover contributions may be accepted in
the account.

5. In the case of distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual payment
for each year, divide the Depositor's entire interest in the Custodial account
as of the close of business on December 31 of the preceding year by the life
expectancy of the Depositor (or the joint life and last survivor expectancy of
the Depositor and the Depositor's designated beneficiary, or the life
expectancy of the designated beneficiary, whichever applies.) In the case of
distributions under paragraph 3, determine the initial life expectancy (or
joint life and last survivor expectancy) using the attained ages of the
Depositor and designated beneficiary as of their birthdays in the year the
Depositor reaches age 70 1/2. In the case of a distribution in accordance with
paragraph 4(b)(ii), determine life expectancy using the attained age of the
designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence.

6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy
the minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for another.

ARTICLE V.
1. The Depositor agrees to provide the Custodian with information necessary
for the Custodian to prepare any reports required under section 408(i) and
Regulations sections 1.408-5 and 1.408-6.

2. The Custodian agrees to submit reports to the Internal Revenue Service
and the Depositor as prescribed by the Internal Revenue Service.

ARTICLE VI.
Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence will be controlling.
Any additional articles that are not consistent with section 408(a) and the
related regulations will be invalid.

ARTICLE VII.
This agreement will be amended from time to time to comply with the
provisions of the Code and related regulations. Other amendments may be made
with the consent of the persons whose signatures appear on the Adoption
Agreement.

ARTICLE VIII.
1. As used in this Article VIII the following terms have the following
meanings:

"Custodian" means State Street Bank and Trust Company.

"Fund" means any registered investment company which is specified in the
Adoption Agreement, or which is advised, sponsored, or distributed by Sponsor;
provided, however, that such a mutual fund or registered investment company
must be legally offered for sale in the state of the Depositor's residence.

"Distributor" means the entity which has a contract with the Fund(s) to
serve as distributor of the shares of such Fund(s).

"Sponsor" means Century Capital Management.

2. The Depositor may revoke the custodial account established hereunder by
mailing or delivering a written notice of revocation to the Custodian within
seven days after the Depositor receives the Disclosure Statement related to
the custodial account. Mailed notice is treated as given to the Custodian on
date of the postmark (or on the date of Post Office certification or
registration in the case of notice sent by certified or registered mail). Upon
timely revocation, the Depositor's initial contribution will be returned,
without adjustment for administrative expenses, commissions or sales charges,
fluctuations in market value or other changes.

3. All contributions to the custodial account shall be invested and
reinvested in full and fractional shares of one or more Funds. Such
investments shall be made in such proportions and/or in such amounts as
Depositor from time to time in the Adoption Agreement or by other written
notice to the Service Company (in such form as may be acceptable to the
Service Company) may direct.

The Service Company shall be responsible for promptly transmitting all
investment directions by the Depositor for the purchase or sale of shares of
one or more Funds hereunder to the Funds' transfer agent for execution.
However, if investment directions with respect to the investment of any
contribution hereunder are not received from the Depositor as required or, if
received, are unclear or incomplete in the opinion of the Service Company, the
contribution will be returned to the Depositor without liability for interest
or for loss of income or appreciation. If any directions or other orders by
the Depositor with respect to the sale or purchase of shares of one or more
Funds for the custodial account are unclear or incomplete in the opinion of
the Service Company, the Service Company will refrain from carrying out such
investment directions or from executing any such sale or purchase, without
liability for loss of income or for appreciation or depreciation of any asset,
pending receipt of clarification or completion from the Depositor.

All investment directions by Depositor will be subject to any minimum
initial or additional investment or minimum balance rules applicable to a Fund
as described in its prospectus.

All dividends and capital gains or other distributions received on the
shares of any Fund held in the Depositor's account shall be (unless received
in additional shares) reinvested in full and fractional shares of such Fund
(or of any other Fund offered by the Sponsor, if so directed).

4. Subject to the minimum initial or additional investment, minimum balance
and other exchange rules applicable to a Fund, the Depositor may at any time
direct the Service Company to exchange all or a specified portion of the
shares of a Fund in the Depositor's account for shares and fractional shares
of one or more other Funds. The Depositor shall give such directions by
written or telephonic notice acceptable to the Service Company, and the
Service Company will process such directions as soon as practicable after
receipt thereof (subject to the second paragraph of Section 3 of this Article
VIII.

5. Any purchase or redemption of shares of a Fund for or from the
Depositor's account will be effected at the public offering price or net asset
value of such Fund (as described in the then effective prospectus for such
Fund) next established after the Service Company has transmitted the
Depositor's investment directions to the transfer agent for the Fund(s).

Any purchase, exchange, transfer or redemption of shares of a Fund for or
from the Depositor's account will be subject to any applicable sales,
redemption or other charge as described in the then effective prospectus for
such Fund.

6. The Service Company shall maintain adequate records of all purchases or
sales of shares of one or more Funds for the Depositor's custodial account.
Any account maintained in connection herewith shall be in the name of the
Custodian for the benefit of the Depositor. All assets of the custodial
account shall be registered in the name of the Custodian or of a suitable
nominee. The books and records of the Custodian shall show that all such
investments are part of the custodial account.

The Custodian shall maintain or cause to be maintained adequate records
reflecting transactions of the custodial account. In the discretion of the
Custodian, records maintained by the Service Company with respect to the
account hereunder will be deemed to satisfy the Custodian's recordkeeping
responsibilities therefor. The Service Company agrees to furnish the Custodian
with any information the Custodian requires to carry out the Custodian's
recordkeeping responsibilities.

7. Neither the Custodian nor any other party providing services to the
custodial account will have any responsibility for rendering advice with
respect to the investment and reinvestment of Depositor's custodial account,
nor shall such parties be liable for any loss or diminution in value which
results from Depositor's exercise of investment control over his custodial
account. Depositor shall have and exercise exclusive responsibility for and
control over the investment of the assets of his custodial account, and
neither Custodian nor any other such party shall have any duty to question his
directions in that regard or to advise him regarding the purchase, retention
or sale of shares of one or more Funds for the custodial account.

8. The Depositor may appoint an investment advisor with respect to the
custodial account on a form acceptable to the Custodian and the Service
Company. The investment advisor's appointment will be in effect until written
notice to the contrary is received by the Custodian and the Service Company.
While an investment advisor's appointment is in effect, the investment advisor
may issue investment directions or may issue orders for the sale or purchase
of shares of one or more Funds to the Service Company, and the Service Company
will be fully protected in carrying out such investment directions or orders
to the same extent as if they had been given by the Depositor.

The Depositor's appointment of any investment advisor will also be deemed to
be instructions to the Custodian and the Service Company to pay such
investment advisor's fees to the investment advisor from the custodial account
hereunder without additional authorization by the Depositor or the Custodian.

9. Distribution of the assets of the custodial account shall be made at such
time and in such form as Depositor (or the Beneficiary if Depositor is
deceased) shall elect by written order to the Custodian. Depositor
acknowledges that any distribution (except for distribution on account of
Depositor's disability or death, return of an "excess contribution" referred
to in Code Section 408(d), or a "rollover" from this custodial account) made
earlier than age 59 1/2 may subject Depositor to an "additional tax on early
distributions" under Code Section 72(t). For that purpose, Depositor will be
considered disabled if Depositor can prove, as provided in Code Section 72(m)
(7), that Depositor is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can
be expected to result in death or be of long-continued and indefinite
duration. It is the responsibility of the Depositor (or the Beneficiary) by
appropriate distribution instructions to the Custodian to insure that the
distribution requirements of Code Section 401(a)(9) and Article IV above are
met. If the Depositor (or Beneficiary) does not direct the Custodian to make
distributions from the custodial account by the time that such distributions
are required to commence in accordance with such distribution requirements,
the Custodian (and Service Company) shall assume that the Depositor (or
Beneficiary) is meeting the minimum distribution requirements from another
individual retirement arrangement maintained by the Depositor (or Beneficiary)
and the Custodian and Service Company shall be fully protected in so doing.
The Depositor (or the Depositor's surviving spouse) may elect to comply with
the distribution requirements in Article IV using the recalculation of life
expectancy method, or may elect that the life expectancy of the Depositor
(and/or the Depositor's surviving spouse) will not be recalculated; any such
election may be in such form as the Depositor (or surviving spouse) provides
(including the calculation of minimum distribution amounts in accordance with
a method that does not provide for recalculation of the life expectancy of one
or both of the Depositor and surviving spouse and instructions to the
Custodian in accordance with such method). Notwithstanding paragraph 2 of
Article IV, unless an election to have life expectancies recalculated annually
is made by the time distributions are required to begin, life expectancies
shall not be recalculated. Neither Custodian nor any other party providing
services to the custodial account assumes any responsibility for the tax
treatment of any distribution from the custodial account; such responsibility
rests solely with the person ordering the distribution.

10. Custodian assumes (and shall have) no responsibility to make any
distribution except upon the written order of Depositor (or Beneficiary if
Depositor is deceased) containing such information as the Custodian may
reasonably request. Also, before making any distribution or honoring any
assignment of the custodial account, Custodian shall be furnished with any and
all applications, certificates, tax waivers, signature guarantees and other
documents (including proof of any legal representative's authority) deemed
necessary or advisable by Custodian, but Custodian shall not be responsible
for complying with an order which appears on its face to be genuine, or for
refusing to comply if not satisfied it is genuine, and Custodian has no duty
of further inquiry. Any distributions from the account may be mailed, first-
class postage prepaid, to the last known address of the person who is to
receive such distribution, as shown on the Custodian's records, and such
distribution shall to the extent thereof completely discharge the Custodian's
liability for such payment.

11. (a) The term "Beneficiary" means the person or persons designated as
such by the "designating person" (as defined below) on a form acceptable to
the Custodian for use in connection with the custodial account, signed by the
designating person, and filed with the Custodian. The form may name
individuals, trusts, estates, or other entities as either primary or
contingent beneficiaries. However, if the designation does not effectively
dispose of the entire custodial account as of the time distribution is to
commence, the term "Beneficiary" shall then mean the designating person's
estate with respect to the assets of the custodial account not disposed of by
the designation form. The form last accepted by the Custodian before such
distribution is to commence, provided it was received by the Custodian (or
deposited in the U.S. Mail or with a delivery service) during the designating
person's lifetime, shall be controlling and, whether or not fully dispositive
of the custodial account, thereupon shall revoke all such forms previously
filed by that person. The term "designating person" means Depositor during
his/her lifetime, but only after Depositor's death, it also means Depositor's
spouse if the spouse elects to treat the Custodial Account as the spouse's own
Custodial Account in accordance with the applicable provisions of the Code.

(b) When and after distributions from the custodial account to Depositor's
Beneficiary commence, all rights and obligations assigned to Depositor
hereunder shall inure to, and be enjoyed and exercised by, Beneficiary instead
of Depositor.

12. (a) The Depositor agrees to provide information to the Custodian at such
time and in such manner as may be necessary for the Custodian to prepare any
reports required under Section 408(i) of the Code and the regulations
thereunder or otherwise.

(b) The Custodian or the Service Company will submit reports to the Internal
Revenue Service and the Depositor at such time and manner and containing such
information as is prescribed by the Internal Revenue Service.

(c) The Depositor, Custodian and Service Company shall furnish to each other
such information relevant to the custodial account as may be required under
the Code and any regulations issued or forms adopted by the Treasury
Department thereunder or as may otherwise be necessary for the administration
of the custodial account.

(d) The Depositor shall file any reports to the Internal Revenue Service
which are required of him/her by law (including Form 5329), and neither the
Custodian nor Service Company shall have any duty to advise Depositor
concerning or monitor Depositor's compliance with such requirement.

13. (a) Depositor retains the right to amend this custodial account document
in any respect at any time, effective on a stated date which shall be at least
60 days after giving written notice of the amendment (including its exact
terms) to Custodian by registered or certified mail, unless Custodian waives
notice as to such amendment. If the Custodian does not wish to continue
serving as such under this custodial account document as so amended, it may
resign in accordance with Section 17 below.

(b) Depositor delegates to the Custodian the Depositor's right so to amend,
provided (i) the Custodian does not change the investments available under
this Custodial Agreement and (ii) the Custodian amends in the same manner all
agreements comparable to this one, having the same Custodian, permitting
comparable investments, and under which such power has been delegated to it;
this includes the power to amend retroactively if necessary or appropriate in
the opinion of the Custodian in order to conform this custodial account to
pertinent provisions of the Code and other laws or successor provisions of
law, or to obtain a governmental ruling that such requirements are met, to
adopt a prototype or master form of agreement in substitution for this
Agreement, or as otherwise may be advisable in the opinion of the Custodian.
Such an amendment by the Custodian shall be communicated in writing to
Depositor, and Depositor shall be deemed to have consented thereto unless,
within 30 days after such communication to Depositor is mailed, Depositor
either (i) gives Custodian a written order for a complete distribution or
transfer of the custodial account, or (ii) removes the Custodian and appoints
a successor under Section 17 below.

Pending the adoption of any amendment necessary or desirable to conform this
custodial account document to the requirements of any amendment to the
Internal Revenue Code or regulations or rulings thereunder, the Custodian and
the Service Company may operate the Depositor's custodial account in
accordance with such requirements to the extent that the Custodian and/or the
Service Company deem necessary to preserve the tax benefits of the account.

(c) Notwithstanding the provisions of subsections (a) and (b) above, no
amendment shall increase the responsibilities or duties of Custodian without
its prior written consent.

(d) This Section 13 shall not be construed to restrict the Custodian's right
to substitute fee schedules in the manner provided by Section 16 below, and no
such substitution shall be deemed to be an amendment of this Agreement.

14. (a) Custodian shall terminate the custodial account if this Agreement is
terminated or if, within 30 days (or such longer time as Custodian may agree)
after resignation or removal of Custodian under Section 17, Depositor or
Sponsor, as the case may be, has not appointed a successor which has accepted
such appointment. Termination of the custodial account shall be effected by
distributing all assets thereof in a single payment in cash or in kind to
Depositor, subject to Custodian's right to reserve funds as provided in
Section 17.

(b) Upon termination of the custodial account, this custodial account
document shall have no further force and effect (except for Sections 15(f),
17(b) and (c) hereof which shall survive the termination of the Custodial
Account and this document), and Custodian shall be relieved from all further
liability hereunder or with respect to the custodial account and all assets
thereof so distributed.

15. (a) In its discretion, the Custodian may appoint one or more contractors
or service providers to carry out any of its functions and may compensate them
from the custodial account for expenses attendant to those functions.

(b) The Service Company shall be responsible for receiving all instructions,
notices, forms and remittances from Depositor and for dealing with or
forwarding the same to the transfer agent for the Fund(s).

(c) The parties do not intend to confer any fiduciary duties on Custodian or
Service Company (or any other party providing services to the custodial
account), and none shall be implied. Neither shall be liable (or assumes any
responsibility) for the collection of contributions, the proper amount, time
or deductibility of any contribution to the custodial account or the propriety
of any contributions under this Agreement, or the purpose, time, amount
(including any minimum distribution amounts) or propriety of any distribution
hereunder, which matters are the responsibility of Depositor and Depositor's
Beneficiary.

(d) Not later than 60 days after the close of each calendar year (or after
the Custodian's resignation or removal), the Custodian or Service Company
shall file with Depositor a written report or reports reflecting the
transactions effected by it during such period and the assets of the custodial
account at its close. Upon the expiration of 60 days after such a report is
sent to Depositor (or Beneficiary), the Custodian or Service Company shall be
forever released and discharged from all liability and accountability to
anyone with respect to transactions shown in or reflected by such report
except with respect to any such acts or transactions as to which Depositor
shall have filed written objections with the Custodian or Service Company
within such 60 day period.

(e) The Service Company shall deliver, or cause to be delivered, to
Depositor all notices, prospectuses, financial statements and other reports to
shareholders, proxies and proxy soliciting materials relating to the shares of
the Funds(s) credited to the custodial account. No shares shall be voted, and
no other action shall be taken pursuant to such documents, except upon receipt
of adequate written instructions from Depositor.

(f) Depositor shall always fully indemnify Service Company, Distributor, the
Fund(s), Sponsor and Custodian and save them harmless from any and all
liability whatsoever which may arise either (i) in connection with this
Agreement and the matters which it contemplates, except that which arises
directly out of the Service Company's, Distributor's, Fund's, Sponsor's or
Custodian's bad faith, gross negligence or willful misconduct, (ii) with
respect to making or failing to make any distribution, other than for failure
to make distribution in accordance with an order therefor which is in full
compliance with Section 10, or (iii) actions taken or omitted in good faith by
such parties. Neither Service Company nor Custodian shall be obligated or
expected to commence or defend any legal action or proceeding in connection
with this Agreement or such matters unless agreed upon by that party and
Depositor, and unless fully indemnified for so doing to that party's
satisfaction.

(h) Custodian and Service Company may each conclusively rely upon and shall
be protected in acting upon any written order from Depositor or Beneficiary,
or any investment advisor appointed under Section 8, or any other notice,
request, consent, certificate or other instrument or paper believed by it to
be genuine and to have been properly executed, and so long as it acts in good
faith, in taking or omitting to take any other action in reliance thereon. In
addition, Custodian will carry out the requirements of any apparently valid
court order relating to the custodial account and will incur no liability or
responsibility for so doing.

16. (a) The Custodian, in consideration of its services under this
Agreement, shall receive the fees specified on the applicable fee schedule.
The fee schedule originally applicable shall be the one specified in the
Adoption Agreement or the Disclosure Statement, as applicable. The Custodian
may substitute a different fee schedule at any time upon 30 days' written
notice to Depositor. The Custodian shall also receive reasonable fees for any
services not contemplated by any applicable fee schedule and either deemed by
it to be necessary or desirable or requested by Depositor.

(b) Any income, gift, estate and inheritance taxes and other taxes of any
kind whatsoever, including transfer taxes incurred in connection with the
investment or reinvestment of the assets of the custodial account, that may be
levied or assessed in respect to such assets, and all other administrative
expenses incurred by the Custodian in the performance of its duties (including
fees for legal services rendered to it in connection with the custodial
account) shall be charged to the custodial account.

(c) All such fees and taxes and other administrative expenses charged to the
custodial account shall be collected either from the amount of any
contribution or distribution to or from the account, or (at the option of the
person entitled to collect such amounts) to the extent possible under the
circumstances by the conversion into cash of sufficient shares of one or more
Funds held in the custodial account (without liability for any loss incurred
thereby). Notwithstanding the foregoing, the Custodian or Service Company may
make demand upon the Depositor for payment of the amount of such fees, taxes
and other administrative expenses. Fees which remain outstanding after 60 days
may be subject to a collection charge.

17. (a) Upon 30 days' prior written notice to the Custodian, Depositor or
Sponsor, as the case may be, may remove it from its office hereunder. Such
notice, to be effective, shall designate a successor custodian and shall be
accompanied by the successor's written acceptance. The Custodian also may at
any time resign upon 30 days' prior written notice to Sponsor, whereupon the
Sponsor shall notify the Depositor (or Beneficiary) and shall appoint a
successor to the Custodian. In connection with its resignation hereunder, the
Custodian may, but is not required to, designate a successor custodian by
written notice to the Sponsor or Depositor (or Beneficiary), and the Sponsor
or Depositor (or Beneficiary) will be deemed to have consented to such
successor unless the Sponsor or Depositor (or Beneficiary) designates a
different successor custodian and provides written notice thereof together
with such a different successor's written acceptance by such date as the
Custodian specifies in its original notice to the Sponsor or Depositor (or
Beneficiary) (provided that the Sponsor or Depositor (or Beneficiary) will
have a minimum of 30 days to designate a different successor).

(b) The successor custodian shall be a bank, insured credit union, or other
person satisfactory to the Secretary of the Treasury under Code Section 408(a)
(2). Upon receipt by Custodian of written acceptance by its successor of such
successor's appointment, Custodian shall transfer and pay over to such
successor the assets of the custodial account and all records (or copies
thereof) of Custodian pertaining thereto, provided that the successor
custodian agrees not to dispose of any such records without the Custodian's
consent. Custodian is authorized, however, to reserve such sum of money or
property as it may deem advisable for payment of all its fees, compensation,
costs, and expenses, or for payment of any other liabilities constituting a
charge on or against the assets of the custodial account or on or against the
Custodian, with any balance of such reserve remaining after the payment of all
such items to be paid over to the successor custodian.

18. References herein to the "Internal Revenue Code" or "Code" and sections
thereof shall mean the same as amended from time to time, including successors
to such sections.

19. Except where otherwise specifically required in this Agreement, any
notice from Custodian to any person provided for in this Agreement shall be
effective if sent by first-class mail to such person at that person's last
address on the Custodian's records.

20. Depositor or Depositor's Beneficiary shall not have the right or power
to anticipate any part of the custodial account or to sell, assign, transfer,
pledge or hypothecate any part thereof. The custodial account shall not be
liable for the debts of Depositor or Depositor's Beneficiary or subject to any
seizure, attachment, execution or other legal process in respect thereof. At
no time shall it be possible for any part of the assets of the custodial
account to be used for or diverted to purposes other than for the exclusive
benefit of the Depositor or his/her Beneficiary.

21. When accepted by the Custodian, this agreement is accepted in and shall
be construed and administered in accordance with the laws of the state where
the principal office of the Custodian is located. Any action involving the
Custodian brought by any other party must be brought in such state.

This Agreement is intended to qualify under Code Section 408(a) as an
individual retirement custodial account and to entitle Depositor to the
retirement savings deduction under Code Section 219 if available, and if any
provision hereof is subject to more than one interpretation or any term used
herein is subject to more than one construction, such ambiguity shall be
resolved in favor of that interpretation or construction which is consistent
with that intent.

However, Custodian shall not be responsible for whether or not such
intentions are achieved through use of this Agreement, and Depositor is
referred to Depositor's attorney for any such assurances.

22. Depositor should seek advice from Depositor's attorney regarding the
legal consequences (including but not limited to federal and state tax
matters) of entering into this Agreement, contributing to the custodial
account, and ordering Custodian to make distributions from the account.
Depositor acknowledges that Custodian and Service Company (and any company
associated therewith) are prohibited by law from rendering such advice.

23. Articles I through VII of this Agreement are in the form promulgated by
the Internal Revenue Service. It is anticipated that if and when the Internal
Revenue Service promulgates changes to Form 5305-A, the Custodian will amend
this Agreement correspondingly.

24. The Depositor acknowledges that he or she has received and read the
current prospectus for each Fund in which his or her account is invested and
the Individual Retirement Account Disclosure Statement related to the Account.
The Depositor represents under penalties of perjury that his or her Social
Security number (or other Taxpayer Identification Number) as stated in the
Adoption Agreement is correct.

<PAGE>

STATE STREET BANK AND TRUST COMPANY
REGULAR IRA (ONLY) INFORMATION KIT

INTRODUCTION
WHAT'S NEW IN THE WORLD OF IRAS?
An Individual Retirement Account ("IRA") has always provided an attractive
means to save money for the future on a tax-advantaged basis. Recent changes
to Federal tax law have now made the IRA an even more flexible investment and
savings vehicle. Among the new changes is the creation of the Roth Individual
Retirement Account ("Roth IRA"), which will be available for use after January
1, 1998. Under a Roth IRA, the earnings and interest on an individual's
nondeductible contributions grow without being taxed, and distributions may be
tax-free under certain circumstances. Most taxpayers (except for those with
very high income levels) will be eligible to contribute to a Roth IRA. A Roth
IRA can be used instead of a Regular IRA, to replace an existing Regular IRA,
or complement a Regular IRA you wish to continue maintaining.

Taxpayers with adjusted gross income of up to $100,000 are eligible to
convert existing IRAs into Roth IRAs. The details on conversion are available
in the State Street Bank and Trust Company Roth IRA Package, which you may
obtain by calling or writing us.

Congress has also made significant changes to Regular IRAs. First, Congress
increased the income levels at which IRA holders who participate in employer-
sponsored retirement plans can make deductible Regular IRA contributions. Also
the rules for deductible contributions by a Regular IRA holder whose spouse is
a participant in an employer-sponsored retirement plan have been liberalized.
Second, the 10% penalty tax for premature withdrawals (before age 59 1/2) will
no longer apply in the case of withdrawals to pay certain higher education
expenses or certain first-time homebuyer expenses.

WHAT'S IN THIS KIT?
In this Kit you will find detailed information about the changes that have
been made to Regular IRAs. You will also find everything you need to establish
and maintain a Regular IRA.

The first section of this Kit contains the instructions and forms you will
need to open a new Regular IRA, or to transfer from another IRA to a State
Street Bank and Trust IRA.

The second section of this Kit contains the Regular IRA Custodial Agreement,
which contains provisions specifically applicable to Regular IRAs.

The third section of this Kit contains the Regular IRA Disclosure Statement,
which describes the basic rules and benefits specifically applicable to your
Regular IRA.

WHAT'S THE DIFFERENCE BETWEEN A REGULAR IRA AND A ROTH IRA?
With a Regular IRA, an individual can contribute up to $2,000 per year and
may be able to deduct the contribution from taxable income, reducing income
taxes. Taxes on investment growth and dividends are deferred until the money
is withdrawn. Withdrawals are taxed as additional ordinary income when
received. Nondeductible contributions, if any, are withdrawn tax-free.
Withdrawals before age 59 1/2 are assessed a 10% penalty in addition to income
tax, unless an exception applies.

With a Roth IRA, the contribution limits are essentially the same as Regular
IRAs, but there is no tax deduction for contributions. All dividends and
investment growth in the account are tax-free. Most important with a Roth IRA:
there is NO INCOME TAX on qualified withdrawals from your Roth IRA.
Additionally, unlike a Regular IRA, there is no prohibition on making
contributions to Roth IRAs after turning age 70 1/2, and there's no
requirement that you begin making minimum withdrawals at that age.

The following chart highlights some of the major differences between a
Regular IRA and a Roth IRA:
<PAGE>
- -------------------------------------------------------------------------------
CHARACTERISTICS REGULAR IRA ROTH IRA
- -------------------------------------------------------------------------------
ELIGIBILITY o Individuals (and their o Individuals (and their
spouses) who receive spouses) who receive
compensation compensation

o Individuals age 70 1/2 o Individuals age 70 1/2
and over MAY NOT and over MAY
contribute contribute
- -------------------------------------------------------------------------------
TAX TREATMENT OF o Subject to o No deduction permitted
CONTRIBUTIONS limitations, for amounts
contributions are contributed
deductible
- -------------------------------------------------------------------------------
CONTRIBUTION LIMITS o Individuals may Individuals may
contribute up to generally contribute
$2,000 annually (or up to $2,000 (or 100%
100% of compensation, of compensation, if
if less) less)

o Deductibility depends Ability to contribute
on income level for phases out at income
individuals who are levels of $95,000 to
active participants in $110,000 (individual
an employer-sponsored taxpayer) and $150,000
retirement plan to $160,000 (married
taxpayers)

Overall limit for
contributions to all
IRAs (Regular and Roth
combined) is $2,000
annually (or 100% of
compensation, if less)
- -------------------------------------------------------------------------------
EARNINGS o Earnings and interest o Earnings and interest
are not taxed when are not taxed when
received by your IRA received by your IRA
- -------------------------------------------------------------------------------
ROLLOVER/CONVERSIONS o Individual may o Rollovers from other
rollover amounts held Roth IRAs or Regular
in employer-sponsored IRAs ONLY
retirement
arrangements (401(k), o Amounts rolled over
SEP IRA, etc.) tax (or converted) from
free to Regular IRA another Regular IRA
are subject to income
tax in the year rolled
over or converted

o Tax on amounts rolled
over or converted in
1998 is spread over
four year period
(1998-2001)
- -------------------------------------------------------------------------------
WITHDRAWALS o Total (principal + o Not taxable as long as
earnings) taxable as a qualified
income in year distribution-
withdrawn (except for -generally, account
any prior non- open for 5 years, and
deductible age 59 1/ 2
contributions)
o Minimum withdrawals
o Minimum withdrawals NOT REQUIRED after age
must begin after age 70 1/2
70 1/2
- -------------------------------------------------------------------------------

IS A ROTH OR A REGULAR IRA RIGHT FOR ME?
We cannot act as your legal or tax advisor and so we cannot tell you which
kind of IRA is right for you. The information contained in this Kit is
intended to provide you with the basic information and material you will need
if you decide whether a Regular or Roth IRA is better for you, or if you want
to convert an existing Regular IRA to a Roth IRA. We suggest that you consult
with your accountant, lawyer or other tax advisor, or with a qualified
financial planner, to determine whether you should open a Regular or Roth IRA
or convert any or all of an existing Regular IRA to a Roth IRA. Your tax
advisor can also advise you as to the state tax consequences that may affect
whether a Regular or Roth IRA is right for you.

SEPS AND SIMPLES.
The State Street Bank Regular IRA may be used in connection with a
simplified employee pension (SEP) plan maintained by your employer. To
establish a Regular IRA as part of your Employer's SEP plan, complete the
Adoption Agreement for a Regular IRA, indicating in the proper box that the
IRA is part of a SEP plan. A Roth IRA should not be used in connection with a
SEP plan.

A Roth IRA may NOT be used as part of an employer SIMPLE IRA plan. A Regular
IRA may be used, but only after an individual has been participating for two
or more years (for the first two years, only a special SIMPLE IRA may be
used). SIMPLE IRA plans were added by the 1996 tax law to provide an easy and
inexpensive way for small employers to provide retirement benefits for their
employees. If you are interested in a SIMPLE IRA plan at your place of
employment, call or write to the number or address given at the end of the
Disclosure Statement portion of this Kit.

OTHER POINTS TO NOTE.
The Disclosure Statement in this Kit provides you with the basic information
that you should know about the State Street Bank and Trust Company Regular
IRA. The Disclosure Statement provides general information about the governing
rules for these IRAs and the benefits and features offered. However, the State
Street Bank and Trust Company Adoption Agreement and the Custodial Agreement,
are the primary documents controlling the terms and conditions of your
personal State Street Bank and Trust Company Regular IRA, and these shall
govern in the case of any difference with the Disclosure Statement.

You or your when used throughout this Kit refer to the person for whom the
State Street Bank and Trust Company Regular or Roth IRA is established. A Roth
IRA is either a State Street Bank and Trust Company Roth IRA or any Roth IRA
established by any other financial institution. A Regular IRA is any non-Roth
IRA offered by State Street Bank and Trust Company or any other financial
institution.
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
REGULAR INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

INSTRUCTIONS FOR OPENING YOUR IRA

1. Read carefully the Regular IRA Disclosure Statement, the Regular
Individual Retirement Custodial Account document, the Adoption Agreement, and
the prospectus(es) for any Fund(s) you are considering. Consult your lawyer or
other tax adviser if you have any questions about how opening a Regular IRA
will affect your financial and tax situation.

2. Complete the Adoption Agreement

Print the identifying information in Part 1 of the form.

In Part 2, check the box that shows the type of IRA you are
opening.

If this is an IRA to which you expect to make contributions each
year, check box A and enclose a check in the amount of your first
contribution. Be sure to indicate whether this is a contribution for
last year or for the current year.

If this is a transfer directly from another IRA custodian or
trustee, check Box B. Check the appropriate box to indicate whether
the funds transferred were originally from contributions to an
employee qualified plan or a 403(b) arrangement, or whether any of the
funds were originally from your annual contributions to the IRA.
Complete and sign the Universal IRA Transfer of Assets Form.

If this is a rollover of amounts distributed to you from another
IRA or an employer qualified plan or a 403(b) arrangement, check Box
C. Check the appropriate box to indicate whether the transfer is
coming from a qualified plan or a 403(b) arrangement or an IRA that
held only funds that were originally from contributions to a qualified
plan or 403(b) or whether any of the funds were originally from your
annual contributions to the IRA. Enclose a check for the rollover
contribution amount.

If this is a direct rollover from a qualified plan or 403(b)
arrangement, check Box D. Complete and sign the Universal IRA Transfer
of Assets Form.

Check Box E if applicable (for an IRA that will be used to receive
employer contributions under an employer's simplified employee pension
(or SEP) plan or under a grandfathered salary reduction SEP plan (or
"SARSEP")).

In Part 3, indicate your investment choices.

In Part 4, indicate your Primary Beneficiary and Alternate
Beneficiary. Spousal consent required if beneficiary is other than
your spouse.

Sign and date the Adoption Agreement at the end.

3. If you are transferring assets from an existing Regular IRA to this
Regular IRA, complete the Transfer of IRA Assets Form.

4. The Custodian fees for maintaining your Regular IRA are listed in the
FEES AND EXPENSES section of the Disclosure Statement.

5. Check to be sure you have properly completed all necessary forms and
enclosed a check for the first contribution to your Regular or Roth IRA (if
applicable). Your Regular IRA or Roth IRA cannot be accepted without the
properly completed documents.

All checks should be payable to Century Shares Trust.

Send the completed forms and checks to:
Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329

IMPORTANT NOTE

This Kit contains materials to establish a Regular Individual Retirement
Custodial Account. It does not establish a Roth IRA, a new type of IRA
available starting in 1998.

This IRA is a called a "Regular IRA" to distinguish it from the new Roth
IRA. With a Roth IRA, contributions are not deductible (regardless of your
Adjusted Gross Income), but withdrawals that meet certain requirements are not
subject to federal income tax, so that interest and other gains and earnings
on amounts held in a Roth IRA can be withdrawn without being subject to
federal income tax. Please write to the address at the end of the Disclosure
Statement included in this Kit (or call the 800 number listed there) to
request material on new Roth IRAs.
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
REGULAR INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
ADOPTION AGREEMENT

I, the person signing this Adoption Agreement (hereinafter called the
"Depositor"), establish a Regular Individual Retirement Account (the
"Account") with State Street Bank and Trust Company as Custodian. ("Bank") A
Regular Individual Retirement Account operates under Internal Revenue Code
Section 408; I understand that it is not a Roth IRA under the Internal Revenue
Code Section 408A. I agree to the terms of my Account, which are contained in
the document entitled "State Street Bank and Trust Company Regular Individual
Retirement Custodial Account" and this Adoption Agreement. I certify the
accuracy of the information in this Adoption Agreement. My Account will be
effective upon acceptance by State Street Bank and Trust Company.

1. DEPOSITOR INFORMATION

[ ] [ ] [ ]-[ ] [ ]-[ ] [ ] [ ] [ ]
- ----------------------------------------- Social Security Number
Print Full Name

- ----------------------------------------- -------------------------------------
Address Date of Birth

( )
- ----------------------------------------- -------------------------------------
City State Zip Daytime Telephone No.

2. TYPE OF REGULAR INDIVIDUAL RETIREMENT ACCOUNT

A. [ ] ANNUAL CONTRIBUTIONS
Current Contribution for the year 19------. Check enclosed for
$----------.
This contribution does not exceed the maximum permitted amount as
described in the Regular IRA Disclosure Statement.

B. [ ] TRANSFER
Transfer of existing Regular IRA directly from current Custodian or
Trustee. Complete the Universal IRA Transfer of Assets Form.

[ ] The transferring IRA held annual contributions by me (or amounts
transferred or rolled over from another IRA holding annual
contributions).

[ ] The transferring IRA held only amounts that were originally
contributions to an employer qualified plan or 403(b) plan.

C. [ ] ROLLOVER
The requirements for a valid rollover are complex. See the Regular IRA
Disclosure Statement for additional information and consult your tax
advisor for help if needed. Check enclosed for $----------.
[ ] Rollover of a qualifying rollover distribution to Depositor from
an employer plan or 403(b) arrangement, or rollover from another
Regular IRA which held only assets distributed to Depositor from
an employer plan or 403(b) arrangement and to which Depositor made
no direct contributions.
[ ] Rollover of distribution to Depositor from another Regular IRA
that held amounts that originated from annual contributions by the
Depositor.

D. [ ] DIRECT ROLLOVER
[ ] Direct rollover of an eligible distribution from a qualified plan.
[ ] Direct rollover of an eligible distribution from a 403(b) account
or annuity.
Direct rollovers are described in the Regular IRA Disclosure
Statement.

E. [ ] SEP Provision - check here if the Depositor intends to use this
Account in connection with a SEP Plan or grandfathered SARSEP Plan
established by the Depositor's employer.

3. INVESTMENTS

Invest contributions to my Account as follows:
CENTURY SHARES TRUST 100%

I acknowledge that I have sole responsibility for my investment choices
and that I have received a current prospectus. (Please read the prospectus
before investing.)

4. DESIGNATION OF BENEFICIARY
As Depositor, I hereby make the following designation of beneficiary in
accordance with the State Street Bank and Trust Company Regular Individual
Retirement Custodial Account:

In the event of my death, pay any interest I may have under my Account to
the following Primary Beneficiary or Beneficiaries who survive me. Make
payment in the proportions specified below (or in equal proportions if no
different proportions are specified). If any Primary Beneficiary predeceases
me, his share is to be divided among the Primary Beneficiaries who survive me
in the relative proportions assigned to each such surviving Primary
Beneficiary.

PRIMARY BENEFICIARY OR BENEFICIARIES:
<TABLE>
<CAPTION>
NAME RELATIONSHIP DATE OF BIRTH SOCIAL SECURITY NUMBER PROPORTION
<S> <C> <C> <C> <C>
- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------

- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------

- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------
</TABLE>

IF NONE OF THE PRIMARY BENEFICIARIES SURVIVES ME, PAY ANY INTEREST I MAY
HAVE UNDER MY ACCOUNT TO THE FOLLOWING ALTERNATE BENEFICIARY OR BENEFICIARIES
WHO SURVIVE ME. MAKE PAYMENT IN THE PROPORTIONS SPECIFIED BELOW (OR IN EQUAL
PROPORTIONS IF NO DIFFERENT PROPORTIONS ARE SPECIFIED). IF ANY ALTERNATE
BENEFICIARY PREDECEASES ME, HIS SHARE IS TO BE DIVIDED AMONG THE ALTERNATE
BENEFICIARIES WHO SURVIVE ME IN THE RELATIVE PROPORTIONS ASSIGNED TO EACH SUCH
SURVIVING ALTERNATE BENEFICIARY.

ALTERNATE BENEFICIARY OR BENEFICIARIES:

<TABLE>
<CAPTION>
NAME RELATIONSHIP DATE OF BIRTH SOCIAL SECURITY NUMBER PROPORTION
<S> <C> <C> <C> <C>
- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------

- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------

- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------
</TABLE>

IMPORTANT: This Designation of Beneficiary may have important tax or estate
planning effects. Also, if you are married and reside in a community property
or marital property state (Arizona, California, Idaho, Louisiana, Nevada, New
Mexico, Texas, Washington or Wisconsin), you may need to obtain your spouse's
consent if you have not designated your spouse as primary beneficiary for at
least half of your Account. See your lawyer or other tax professional for
additional information and advice.

- -------------------------------------------------------------------------------

SPOUSAL CONSENT (This section should be reviewed if the accountholder is
married and designates a beneficiary other than the spouse. It
is the accountholder's responsibility to determine if this
section applies. The accountholder may need to consult with
legal counsel. Neither the Custodian nor the Sponsor are liable
for any consequences resulting from a failure of the
accountholder to provide proper spousal consent.)

I am the spouse of the above-named accountholder. I acknowledge
that I have received a full and reasonable disclosure of my
spouse's property and financial obligations. Due to any
possible consequences of giving up my community property
interest in this IRA, I have been advised to see a tax
professional or legal advisor.

I hereby consent to the beneficiary designation(s) indicated
above. I assume full responsibility for any adverse consequence
that may result. No tax or legal advice was given to me by the
Custodian or Sponsor.

------------------------------- ---------------------------
SIGNATURE OF SPOUSE DATE

------------------------------- ---------------------------
SIGNATURE OF WITNESS FOR SPOUSE DATE

- -------------------------------------------------------------------------------

5. CERTIFICATIONS AND SIGNATURES
If the Depositor has indicated a Rollover or Direct Rollover above,
Depositor certifies that the contribution does not include any employee
contributions to any qualified plan (other than accumulated deductible
employee contributions) or 403(b) arrangement; that any assets transferred in
kind by Depositor are the same assets received by the Depositor in the
distribution being rolled over; if the distribution is from another Regular
IRA, that Depositor has not made another rollover within the one-year period
immediately preceding this rollover; that such distribution was received
within 60 days of making the rollover to this Account; and that no portion of
the amount rolled over is a required minimum distribution under the required
distribution rules.

Depositor has received and read the "State Street Bank and Trust Company
Regular Individual Retirement Account Disclosure Statement" (including the
Custodian's fee schedule), the Custodial Account document, and the
"Instructions" pertaining to this Adoption Agreement. Depositor acknowledges
receipt of the Regular Individual Retirement Custodial Account document and
Regular IRA Disclosure Statement at least 7 days before the date inscribed
below and acknowledges that Depositor has no further right of revocation.

Depositor acknowledges and understands that the beneficiaries named herein
may be changed or revoked at any time by filing a new designation in writing
with the Custodian. All forms must be acceptable to the Custodian and dated
and signed by the Depositor.

CUSTODIAN ACCEPTANCE. State Street Bank and Trust
Company will accept appointment as Custodian of the
Depositor's Account. However, this Agreement is not

- ------------------------- binding upon the Custodian until the Depositor has
Signature of Depositor received a statement of the transaction. Receipt by
the Depositor of a confirmation of the purchase of
the Fund shares indicated above will serve as
notification of State Street Bank and Trust Company's
Date -------------------- acceptance of appointment as Custodian of the
Depositor's Account.

STATE STREET BANK AND TRUST COMPANY, CUSTODIAN

By -------------------------------------------------

Date -----------------------------------------------

If the Depositor is a minor under the laws of the Depositor's state of
residence, a parent or guardian must also sign the Adoption Agreement here.
Until the Depositor reaches the age of majority, the parent or guardian will
exercise the powers and duties of the Depositor.

----------------------------------------------------
Signature of Parent or Guardian

RETAIN A PHOTOCOPY OF THE COMPLETED ADOPTION AGREEMENT FOR YOUR RECORDS
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
UNIVERSAL IRA TRANSFER OF ASSETS FORM

1. NAME AND ADDRESS OF DEPOSITOR
Name ---------------------------------------------------------------------
Address ------------------------------------------------------------------
Street City State Zip
Day Telephone No. ( ) Social Security No.
----------------- --------------------

2. IDENTIFICATION OF RECEIVING ACCOUNT

This a transfer to a State Street Bank and Trust Company
[ ] Regular IRA* [ ] SEP IRA* [ ] Roth IRA** [ ] SIMPLE IRA***

* You may not transfer from a Roth IRA to a Regular IRA or a simplified
employee pension (SEP) IRA. Transfers to a Regular IRA or SEP IRA may
be made from another Regular IRA or SEP IRA, qualified employer plan,
403(b) arrangement, or a SIMPLE IRA account (but not until at least 2
years after the first contribution to your SIMPLE IRA account).

** Transfers to a Roth IRA are possible only from another Roth IRA or from
a Regular IRA, not from other types of tax-deferred accounts. A transfer
from a Regular IRA will trigger federal income tax on the taxable amount
transferred from the Regular IRA. Note: If a conversion, rollover or
transfer from a Regular IRA to a Roth IRA is being made, only amounts
converted, rolled over or transferred during the same tax year will be
accepted in a single Roth IRA. A separate Roth IRA must be established
to hold such amounts from a different tax year. Annual contributions may
not be deposited in a Roth IRA holding such converted, rolled over or
transferred amounts.

*** Transfers to a SIMPLE IRA may be made only from another SIMPLE IRA.
During the first two years after a SIMPLE IRA is established,
transfers may be made only to another SIMPLE IRA; after two years,
transfers may be made from a SIMPLE IRA to a Regular IRA.

If you already have a Regular IRA, SEP IRA, Roth IRA or SIMPLE IRA,
indicate the Account No.--------------------.

3. INSTRUCTIONS TO PRESENT IRA CUSTODIAN OR TRUSTEE (Completed by Depositor)

Name of Custodian/Trustee ------------------------------------------------
Attn: Mr./Ms. ------------------------------------------------------------
Address ------------------------------------------------------------------
Street City State Zip

Identification of Sending Account (including Account No.) ----------------

Please transfer assets from the above account to State Street Bank and
Trust Company. Transfer should be in cash according to
the following instructions:

[ ] Transfer the total amount or [ ] Transfer $---------- and retain
in my Account the balance.

Make check payable to:
Century Shares Trust
FBO: Shareholder name
P.O. Box 8329
Boston, MA 02266-8329

4. INVESTMENT INSTRUCTIONS TO STATE STREET BANK AND TRUST COMPANY
(Depositor - check one box and complete if necessary)

[ ] Invest the transferred amount in accordance with the investment
instructions in the Adoption Agreement for my State Street Bank and
Trust Company Individual Retirement Custodial Account.

[ ] Invest the transferred amount as follows:
CENTURY SHARES TRUST 100%

I acknowledge that I have sole responsibility for my investment choices
and that I have received a current prospectus. (Please read the prospectus
before investing.)

I understand that the requirements for a valid transfer to a Regular IRA,
SEP IRA, Roth IRA or SIMPLE IRA are complex and that I have the responsibility
for complying with all requirements and for the tax results of any such
transfer.

5. SIGNATURE OF DEPOSITOR
The undersigned certifies to the present IRA custodian or trustee that the
undersigned has established a successor Individual Retirement Custodial
Account meeting the requirements of Internal Revenue Code Section 408(a),
408(p) or 408A (as the case may be) to which assets will be transferred, and
certifies to State Street Bank and Trust Company that the IRA from which
assets are being transferred meets the requirements of Internal Revenue Code
Section 408(a), 408(p) or 408A (as the case may be).

- ------------------------------ ----------------------------------------------
Date Signature of Depositor

SIGNATURE GUARANTEE (only if required by current Custodian or Trustee)

Signature guaranteed by: --------------------------------------------------
Name of Bank or Dealer Firm

--------------------------------------------------
Signature of Officer and Title

- --------------------------------------------------------------------------
6. ACCEPTANCE BY NEW CUSTODIAN (Completed by State Street Bank and Trust
Company) State Street Bank and Trust Company agrees to accept transfer of
the above amount for deposit to the Depositor's State Street Bank and Trust
Company Individual Retirement Custodial Account, and requests the
liquidation and transfer of assets as indicated above.

- ----------------------------------- By:------------------------------------
<PAGE>

REGULAR IRA DISCLOSURE STATEMENT

SPECIAL NOTE
This Disclosure Statement describes the rules applicable to Regular IRAs
beginning January 1, 1998. IRAs described in these pages are called "Regular
IRAs" to distinguish them from the new "Roth IRAs" first available starting in
1998 (see below).

For contributions for 1997 (including contributions made up to April 15,
1998 but designated as contributions for 1997), there are different rules for
determining the deductibility of your IRA contribution on your federal tax
return. For contributions for 1997, the "active participant" limits on
deductibility (described below) apply if either spouse is an active
participant in an employer-sponsored plan. Also, the adjusted gross income
("AGI") levels for partially deductible or nondeductible Regular IRA
contributions (described below) are lower for 1997 ($25,000 for single
taxpayers, with no deduction if your AGI is above $35,000; and $40,000 for
married taxpayers filing jointly, with no deduction if your AGI is above
$50,000). Also, the exceptions to the 10% early withdrawal penalty for
withdrawals to pay certain higher education or first-time homebuyer expenses
do not apply to withdrawals in 1997.

This Regular IRA Disclosure Statement does not describe Roth IRAs, a new
type of IRA available starting in 1998. With a Roth IRA, contributions to a
Roth IRA are not deductible (regardless of your AGI), but withdrawals that
meet certain requirements are not subject to federal income tax, so that
dividends and investments growth on amounts held in the Roth IRA can escape
federal income tax. Please write to the address at the end of this Disclosure
Statement (or call the 800 number listed at the end) to request materials on
new Roth IRAs.

Regular IRAs described in this Disclosure Statement may be used as part of a
simplified employee pension (SEP) plan maintained by your employer. Under a
SEP your employer may make contributions to your Regular IRA, and these
contributions may exceed the normal limits on Regular IRA contributions. This
Disclosure Statement also does not describe IRAs established in connection
with a SIMPLE IRA program maintained by your employer. Employers provide
special explanatory materials for accounts established as part of an
employer's SIMPLE IRA program. However, Regular IRAs may be used in connection
with a SIMPLE IRA program, but for the first two years of participation a
special SIMPLE IRA (not a Regular IRA) is required.

ESTABLISHING YOUR IRA
This disclosure statement contains information about your Regular Individual
Retirement Custodial Account with State Street Bank and Trust Company as
Custodian. A Regular IRA gives you several tax benefits. Earnings on the
assets held in your IRA are not subject to federal income tax until withdrawn
by you. You may be able to deduct all or part of your Regular IRA contribution
on your federal income tax return. State income tax treatment of your Regular
IRA may differ from federal treatment; ask your state tax department or your
personal tax advisor for details.

All IRAs must meet certain requirements. Contributions generally must be
made in cash. The IRA trustee or custodian must be a bank or other person who
has been approved by the Secretary of the Treasury. Your contributions may not
be invested in life insurance or collectibles or be commingled with other
property except in a common trust or investment fund. Your interest in the
account must be nonforfeitable at all times. You may obtain further
information on IRAs from any district office of the Internal Revenue Service.

You may revoke a newly established IRA at any time within seven days after
the date on which you receive this Disclosure Statement. An IRA established
more than seven days after the date of your receipt of this Disclosure
Statement may not be revoked.

To revoke your IRA, mail or deliver a written notice of revocation to the
Custodian at the address which appears at the end of this Disclosure
Statement. Mailed notice will be deemed given on the date that it is
postmarked (or, if sent by certified or registered mail, on the date of
certification or registration). If you revoke your IRA within the seven-day
period, you are entitled to a return of the entire amount you contributed into
your IRA, without adjustment for such items as sales charges, administrative
expenses or fluctuations in market value.

FEES AND EXPENSES
CUSTODIAN'S FEES
The following is a list of the fees charged by the Custodian for maintaining
your IRA.

Annual Maintenance Fee per account $10.00

Termination, Rollover, or Transfer of Account
to Successor Custodian $10.00

GENERAL FEE POLICIES

-- Fees may be paid by you directly or the Custodian may deduct them from
your IRA.

-- Fees may be changed upon 30 days written notice to you.

-- The full annual maintenance fee will be charged for any calendar year
during which you have a Regular IRA with us. This fee is not prorated for
periods of less than one full year.

-- If provided for in this Disclosure Statement or the Adoption Agreement,
termination fees are charged when your account is closed whether the
funds are distributed to you or transferred to a successor custodian or
trustee.

-- The Custodian may charge you for its reasonable expenses for services not
covered by its fee schedule.

OTHER CHARGES

-- There may be sales or other charges associated with the purchase or
redemption of shares of a Fund in which your IRA is invested. Be sure to
read carefully the current prospectus of any Fund you are considering as
an investment for your IRA for a description of applicable charges.

ELIGIBILITY
WHAT ARE THE ELIGIBILITY REQUIREMENTS FOR A REGULAR IRA?
You are eligible to establish and contribute to a Regular IRA for a year if:

-- You received compensation (or earned income if you are self employed)
during the year for personal services you rendered. If you received
taxable alimony, this is treated like compensation for IRA purposes.

-- You did not reach age 70 1/2 during the year.

CAN I CONTRIBUTE TO A REGULAR IRA FOR MY SPOUSE?
For each year before the year when your spouse attains age 70 1/2, you can
contribute to a separate Regular IRA for your spouse, regardless of whether
your spouse had any compensation or earned income in that year. This is called
a "spousal IRA." To make a contribution to a regular IRA for your spouse, you
must file a joint tax return for the year with your spouse. For a spousal IRA,
your spouse must set up a different Regular IRA, separate from yours, to which
you contribute.

CONTRIBUTIONS
WHEN CAN I MAKE CONTRIBUTIONS TO A REGULAR IRA?
You may make a contribution to your existing Regular IRA or establish a new
regular IRA for a taxable year by the due date (not including any extensions)
for your federal income tax return for the year. Usually this is April 15 of
the following year.

HOW MUCH CAN I CONTRIBUTE TO MY REGULAR IRA?
For each year when you are eligible (see above), you can contribute up to
the lesser of $2,000 or 100% of your compensation (or earned income, if you
are self-employed). However, under the tax laws, all or a portion of your
contribution may not be deductible.

If you and your spouse have spousal Regular IRAs, each spouse may contribute
up to $2,000 to his or her IRA for a year as long as the combined compensation
of both spouses for the year (as shown on your joint income tax return) is at
least $4,000. If the combined compensation of both spouses is less than
$4,000, the spouse with the higher amount of compensation may contribute up to
that spouse's compensation amount, or $2,000 if less. The spouse with the
lower compensation amount may contribute any amount up to that spouse's
compensation plus any excess the other spouse's compensation over the other
spouse's IRA contribution. However, the maximum contribution to either
spouse's Regular IRA is $2,000 for the year.

If you (or your spouse) establish a new Roth IRA and make contributions to
both your Regular IRA and a Roth IRA, the combined limit on contributions to
both your (or your spouse's) Regular IRA and Roth IRA for a single calendar
year is $2,000.

HOW DO I KNOW IF MY CONTRIBUTION IS TAX DEDUCTIBLE?
The deductibility of your contribution depends upon whether you are an
active participant in any employer-sponsored retirement plan. If you are not
an active participant, the entire contribution to your Regular IRA is
deductible.

If you are an active participant in an employer-sponsored plan, your Regular
IRA contribution may still be completely or partly deductible on your tax
return. This depends on the amount of your income (see below).

Similarly, the deductibility of a contribution to a Regular IRA for your
spouse depends upon whether your spouse is an active participant in any
employer-sponsored retirement plan. If your spouse is not an active
participant, the contribution to your spouse's Regular IRA will be deductible.
If your spouse is an active participant, the Regular IRA contribution will be
completely, partly or not deductible depending upon your combined income.

An exception to the preceding rules applies to high-income married
taxpayers, where one spouse is an active participant in an employer-sponsored
retirement plan and the other spouse is not. A contribution to the non-active
participant spouse's Regular IRA will be only partly deductible at an adjusted
gross income level on the joint tax return of $150,000, and the deductibility
will be phased out as described below over the next $10,000 so that there will
be no deduction at all with adjusted gross income level of $160,000 or higher.

HOW DO I DETERMINE MY OR MY SPOUSE'S "ACTIVE PARTICIPANT" STATUS?
Your (or your spouse's) Form W-2 should indicate if you (or your spouse)
were an active participant in an employer-sponsored retirement plan for a
year. If you have a question, you should ask your employer or the plan
administrator.

In addition, regardless of AGI level, your spouse's "active participant"
status will not affect the deductibility of your contributions to your Regular
IRA if you and your spouse file separate tax returns for the taxable year and
you lived apart at all times during the taxable year.

WHAT ARE THE DEDUCTION RESTRICTIONS FOR ACTIVE PARTICIPANTS?
If you (or your spouse) are an active participant in an employer plan during
a year, the contribution to your Regular IRA (or your spouse's Regular IRA)
may be completely, partly or not deductible depending upon your filing status
and your amount of adjusted gross income ("AGI"). If AGI is any amount up to
the lower limit, the contribution is deductible. If your AGI falls between the
lower limit and the upper limit, the contribution is partly deductible. If
your AGI falls above the upper limit, the contribution is not deductible.

<TABLE>
<CAPTION>
FOR ACTIVE PARTICIPANTS -- 1998

------------------------------------------------------------------------------------------------------------
IF YOU ARE IF YOU ARE THEN YOUR
SINGLE MARRIED FILING JOINTLY IRA CONTRIBUTION IS
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Up to Lower limit Up to Lower limit FULLY DEDUCTIBLE
($30,000 for 1998) ($50,000 for 1998)
------------------------------------------------------------------------------------------------------------
ADJUSTED More than Lower limit More than Lower limit PARTLY DEDUCTIBLE
GROSS but less than but less than
INCOME Upper limit ($40,000 for 1998) Upper limit ($60,000 for 1998)
------------------------------------------------------------------------------------------------------------
Upper limit or more Upper limit or more NOT DEDUCTIBLE
------------------------------------------------------------------------------------------------------------

The Lower Limit and the Upper Limit will change for 1999 and later years. The Lower Limit and Upper Limit for these years are
as follows (note: if you are married but filing a separate return, your Lower Limit is always zero and your Upper Limit is always
$10,000). Substitute the correct Lower Limit and Upper Limit on the table above for determining deductibility in any particular
year.

<CAPTION>
TABLE OF LOWER AND UPPER LIMITS
- -------------------------------------------------------------------------------
MARRIED
YEAR SINGLE FILING JOINTLY
- -------------------------------------------------------------------------------
LOWER LIMIT UPPER LIMIT LOWER LIMIT UPPER LIMIT
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 $31,000 $41,000 $51,000 $61,000
2000 $32,000 $42,000 $52,000 $62,000
2001 $33,000 $43,000 $53,000 $63,000
2002 $34,000 $44,000 $54,000 $64,000
2003 $40,000 $50,000 $60,000 $70,000
2004 $45,000 $55,000 $65,000 $75,000
2005 $50,000 $60,000 $70,000 $80,000
2006 $50,000 $60,000 $75,000 $85,000
2007 and later $50,000 $60,000 $80,000 $100,000
- -------------------------------------------------------------------------------
</TABLE>

HOW DO I CALCULATE MY DEDUCTION IF I FALL IN THE "PARTLY DEDUCTIBLE" RANGE?
If your AGI falls in the partly deductible range, you must calculate the
portion of your contribution that is deductible. To do this, multiply your
contribution by a fraction. The numerator is the amount by which your AGI
exceeds the lower limit for 1998: $30,000 if single, or $50,000 if married
filing jointly). The denominator is $10,000 (note that the denominator for
married joint filers is $20,000 starting in 2007). Subtract this from your
contribution and then round down to the nearest $10. The deductible amount is
the greater of the amount calculated or $200 (provided you contributed at
least $200). If your contribution was less than $200, then the entire
contribution is deductible.

For example, assume that you make a $2,000 contribution to your Regular IRA
in 1998, a year in which you are an active participant in your employer's
retirement plan. Also assume that your AGI is $57,555 and you are married,
filing jointly. You would calculate the deductible portion of your
contribution this way:

1. The amount by which your AGI exceeds the lower limit of the partly -
deductible range:

($57,555-$50,000) = $7,555

$ 7,555
2. Divide this by $10,000: -------- = 0.7555
$10,000

3. Multiply this by your contribution limit:

0.7555 X $2,000 = $1,511

4. Subtract this from your contribution:

($2,000 - $1,551) = $489

5. Round this down to the nearest $10: = $480

6. Your deductible contribution is the greater of this amount or $200.

Even though part or all of your contribution is not deductible, you may
still contribute to your Regular IRA (and your spouse may contribute to your
spouse's Regular IRA) up to the limit on contributions. When you file your tax
return for the year, you must designate the amount of non-deductible
contributions to your Regular IRA for the year. See IRS Form 8606.

HOW DO I DETERMINE MY AGI?
AGI is your gross income minus those deductions which are available to all
taxpayers even if they don't itemize. Instructions to calculate your AGI are
provided with your income tax Form 1040 or 1040A.

WHAT HAPPENS IF I CONTRIBUTE MORE THAN ALLOWED TO MY REGULAR IRA?
The maximum contribution you can make to a regular IRA generally is $2,000
or 100% of compensation or earned income, whichever is less. Any amount
contributed to the IRA above the maximum is considered an "excess
contribution." The excess is calculated using your contribution limit, not the
deductible limit. An excess contribution is subject to excise tax of 6% for
each year it remains in the IRA.

HOW CAN I CORRECT AN EXCESS CONTRIBUTION?
Excess contributions may be corrected without paying a 6% penalty. To do so,
you must withdraw the excess and any earnings on the excess before the due
date (including extensions) for filing your federal income tax return for the
year for which you made the excess contribution. A deduction should not be
taken for any excess contribution. Earnings on the amount withdrawn must also
be withdrawn. The earnings must be included in your income for the tax year
for which the contribution was made and may be subject to a 10% premature
withdrawal tax if you have not reached age 59 1/2.

WHAT HAPPENS IF I DON'T CORRECT THE EXCESS CONTRIBUTION BY THE TAX RETURN DUE
DATE?
Any excess contribution not withdrawn by the tax return due date (including
any extensions) for the year for which the contribution was made will be
subject to the 6% excise tax. There will be an additional 6% excise tax for
each subsequent year the excess remains in your account.

Under limited circumstances, you may correct an excess contribution after
tax filing time by withdrawing the excess contribution (leaving the earnings
in the account). This withdrawal will not be includible in income nor will it
be subject to any premature withdrawal penalty if (1) your contributions to
all Regular IRAs do not exceed $2,000 and (2) you did not take a deduction for
the excess amount (or you file an amended return (Form 1040X) which removes
the excess deduction).

HOW ARE EXCESS CONTRIBUTIONS TREATED IF NONE OF THE PRECEDING RULES APPLY?
Unless an excess contribution qualifies for the special treatment outlined
above, the excess contribution and any earnings on it withdrawn after tax
filing time will be includible in taxable income and may be subject to a 10%
premature withdrawal penalty. No deduction will be allowed for the excess
contribution for the year in which it is made.

Excess contributions may be corrected in a subsequent year to the extent
that you contribute less than your maximum amount. As the prior excess
contribution is reduced or eliminated, the 6% excise tax will become
correspondingly reduced or eliminated for subsequent tax years. Also, you may
be able to take an income tax deduction for the amount of excess that was
reduced or eliminated, depending on whether you would be able to take a
deduction if you had instead contributed the same amount.

TRANSFERS/ROLLOVERS
CAN I TRANSFER OR ROLL OVER A DISTRIBUTION I RECEIVE FROM MY EMPLOYER'S
RETIREMENT PLAN INTO A REGULAR IRA?

Almost all distributions from employer plans or 403(b) arrangements (for
employees of tax-exempt employers) are eligible for rollover to a Regular IRA.
The main exceptions are

-- payments over the lifetime or life expectancy of the participant (or
participant and a designated beneficiary),

-- installment payments for a period of 10 years or more,

-- required distributions (generally the rules require distributions
starting at age 70 1/2 or for certain employees starting at retirement if
later), and

-- payments of employee after-tax contributions.

If you are eligible to receive a distribution from a tax qualified retirement
plan as a result of, for example, termination of employment, plan
discontinuance, or retirement, all or part of the distribution may be
transferred directly into your Regular IRA. This is a called a "direct
rollover." Or, you may receive the distribution and make a regular rollover to
your Regular IRA within 60 days. By making a direct rollover or a regular
rollover, you can defer income taxes on the amount rolled over until you
subsequently make withdrawals from your IRA.

The maximum amount you may roll over is the amount of employer contributions
and earnings distributed. You may not roll over any after-tax employee
contributions you made to the employer retirement plan. If you are over age 70
1/2 and are required to take minimum distributions under the tax laws, you may
not roll over any amount required to be distributed to you under the minimum
distribution rules. Also, if you are receiving periodic payments over your or
your and your designated beneficiary's life expectancy or for a period of at
least 10 years, you may not roll over these payments. A rollover to a regular
IRA must be completed within 60 days after the distribution from the employer
retirement plan to be valid.

NOTE: A qualified plan administrator or 403(b) sponsor MUST WITHHOLD 20% OF
YOUR DISTRIBUTION for federal income taxes UNLESS you elect a direct rollover.
Your plan or 403(b) sponsor is required to provide you with information about
direct and traditional rollovers and withholding taxes before you receive your
distribution and must comply with your directions to make a direct rollover.

The rules governing rollovers are complicated. Be sure to consult your tax
advisor or the IRS if you have a question about rollovers.

ONCE I HAVE ROLLED OVER A PLAN DISTRIBUTION INTO A REGULAR IRA, CAN I
SUBSEQUENTLY ROLL OVER INTO ANOTHER EMPLOYER'S QUALIFIED RETIREMENT PLAN?
Yes. Part or all of an eligible distribution received from a qualified plan
may be transferred from the Regular IRA to another qualified plan. However,
the IRA must have no assets other than those which were previously distributed
to you from the qualified plan. Specifically, the IRA cannot contain any
contributions by you (or your spouse). Also, the new qualified plan must
accept rollovers. Similar rules apply to Regular IRAs established with
rollovers from 403(b) arrangements.

CAN I MAKE A TRADITIONAL ROLLOVER FROM MY IRA TO ANOTHER IRA?
You may make a rollover from one Regular IRA to another Regular IRA you have
or you established to receive the rollover. Such a rollover must be completed
within 60 days after the withdrawal from your first IRA.

After making a traditional rollover from one Regular IRA to another, you
must wait a full year (365 days) before you can make another such rollover.
(However, you can instruct a Regular IRA custodian to transfer amounts to
directly to another Regular IRA custodian; such a direct transfer does not
count as a rollover.)

WHAT HAPPENS IF I COMBINE ROLLOVER CONTRIBUTIONS WITH MY NORMAL CONTRIBUTIONS
IN ONE IRA?
If you wish to make both normal annual contribution and a rollover
contribution, you may wish to open two separate Regular IRAs by completing two
Adoption Agreements and two sets of forms. You should consult a tax advisor
before making your annual contribution to the IRA you established with
rollover contributions (or make a rollover contribution to the IRA to which
you make your annual contributions). This is because combining your annual
contributions and rollover contributions originating from an employer plan
distribution would prohibit the future rollover out of the IRA into another
qualified plan. If despite this, you still wish to combine a rollover
contribution and the IRA holding your annual contributions, you should
establish the account as an Annual Contributions IRA on the Adoption Agreement
and make the contributions to that account.

HOW DO ROLLOVERS AFFECT MY CONTRIBUTION OR DEDUCTION LIMITS?
Rollover contributions, if properly made, do not count toward the maximum
contribution. Also, rollovers are not deductible and they do not affect your
deduction limits as described above.

WHAT ABOUT CONVERTING MY REGULAR IRA TO A ROTH IRA?
The rules for converting a Regular IRA to a new Roth IRA, or making a
rollover from a Regular IRA to a new Roth IRA, are described in the State
Street Bank Roth IRA Disclosure Statement. This is available to you by writing
to the address or calling the 800 number at the end of this booklet.

You should not attempt to make a rollover or a transfer from a new Roth IRA
to a Regular IRA.

INVESTMENTS
HOW ARE MY REGULAR IRA CONTRIBUTIONS INVESTED?
You control the investment and reinvestment of contributions to your Regular
IRA. Investments must be in one or more of the Fund(s) available from time to
time as listed in the Adoption Agreement for your IRA or in an investment
selection form included with your IRA Adoption Agreement. You direct the
investment of your IRA by giving your investment instructions to the
Distributor or Service Company for the Fund(s). Since you control the
investment of your IRA, you are responsible for any losses; neither the
Custodian, the Distributor nor the Service Company has any responsibility for
any loss or diminution in value occasioned by your exercise of investment
control. Transactions for your IRA will generally be effected at the
applicable public offering price or net asset value for shares of the Fund(s)
involved next established after the Distributor or the Service Company
(whichever may apply) receives proper investment instructions from you;
consult the current prospectus for the Fund(s) involved for additional
information.

Before making any investment, read carefully the current prospectus for any
Fund you are considering as an investment for your IRA. The prospectus will
contain information about the Fund's investment objectives and policies, as
well as any minimum initial investment or minimum balance requirements and any
sales, redemption or other charges.

Because you control the selection of investments for your IRA and because
mutual fund shares fluctuate in value, the growth in value of your IRA cannot
be guaranteed or projected.

ARE THERE ANY RESTRICTIONS ON THE USE OF MY REGULAR IRA ASSETS?
The tax-exempt status of your IRA will be revoked if you engage in any of
the prohibited transactions listed in Section 4975 of the tax code. The fair
market value of your IRA will be includible in your taxable income in the year
in which such prohibited transaction takes place. The fair market value of
your IRA may also be subject to a 10% penalty tax as a premature withdrawal if
you have not yet reached the age of 59 1/2.

Any investment in a collectible (for example, rare stamps) by your IRA is
treated as a taxable withdrawal; the only exception involves certain types of
government-sponsored coins and bullion.

WHAT IS A PROHIBITED TRANSACTION?
Generally, a prohibited transaction is any improper use of the assets in
your IRA. Some examples of prohibited transactions are:

-- Direct or indirect sale or exchange of property between you and your IRA.

-- Transfer of any property from your IRA to yourself or from yourself to
your IRA.

Your IRA could lose its tax exempt status if you use all or part of your
interest in your IRA as security for a loan or borrow any money from your IRA.
Any portion of your IRA used as security for a loan will be taxed as ordinary
income in the year in which the money is borrowed. If you are under age 59 1/
2, this amount will also be subject to a 10% penalty tax as a premature
distribution.

WITHDRAWALS
WHEN CAN I MAKE WITHDRAWALS FROM MY REGULAR IRA?
You may withdraw from your Regular IRA at any time. However, withdrawals
before age 59 1/2 may be subject to a 10% penalty tax in addition to regular
income taxes (see below).

WHEN MUST I START MAKING WITHDRAWALS?
If you have not withdrawn your entire IRA by the April 1 following the year
in which you reach 70 1/2, you must make minimum withdrawals in order to avoid
penalty taxes. The rule allowing certain employees to postpone distributions
from an employer qualified plan until actual retirement (even if this is after
age 70 1/2) does not apply to Regular IRAs.

The minimum withdrawal amount is determined by dividing the balance in your
Regular IRA (or IRAs) by your life expectancy or the combined life expectancy
of you and your designated beneficiary. The minimum withdrawal rules are
complex. Consult your tax advisor for assistance.

The penalty tax is 50% of the difference between the minimum withdrawal
amount and your actual withdrawals during a year. The IRS may waive or reduce
the penalty tax if you can show that your failure to make the required minimum
withdrawals was due to reasonable cause and you are taking reasonable steps to
remedy the problem.

HOW ARE WITHDRAWALS FROM MY REGULAR IRA TAXED?
Amounts withdrawn by you are includible in your gross income in the taxable
year that you receive them, and are taxable as ordinary income. Lump sum
withdrawals from a Regular IRA are not eligible for averaging treatment
currently available to certain lump sum distributions from qualified employer
retirement plans.

Since the purpose of a Regular IRA is to accumulate funds for retirement,
your receipt or use of any portion of your Regular IRA before you attain age
59 1/2 generally will be considered as an early withdrawal and subject to a
10% penalty tax.

The 10% penalty tax for early withdrawal will not apply if:

-- The distribution was a result of your death or disability.

-- The purpose of the withdrawal is to pay certain higher education expenses
for yourself or your spouse, child, or grandchild. Qualifying expenses
include tuition, fees, books, supplies and equipment required for
attendance at a post-secondary educational institution. Room and board
expenses may qualify if the individual is attending at least half-time.

-- The distribution is used to pay first-time homebuyer expenses incurred by
you or your spouse, child, grandchild, parent or grandparent. Qualifying
expenses include costs of acquisition, construction or reconstruction of
a principal residence, including usual settlement or closing costs. A
person is considered a "first-time homebuyer" if that person (or his or
her spouse, if married) had no ownership interest in a principal
residence during the two years before the date that the new home is
acquired. For any individual, there is a lifetime limit of $10,000 on
qualifying first-time homebuyer expenses (including withdrawals from this
IRA and any other IRAs you may have).

-- The distribution is one of a scheduled series of substantially equal
periodic payments for your life or life expectancy (or the joint lives or
life expectancies of you and your beneficiary).

If there is an adjustment to the scheduled series of payments, the 10%
penalty tax may apply. The 10% penalty will not apply if you make no change in
the series of payments until the end of five years or until you reach age 59
1/2, whichever is later. If you make a change before then, the penalty will
apply. For example, if you begin receiving payments at age 50 under a
withdrawal program providing for substantially equal payments over your life
expectancy, and at age 58 you elect to receive the remaining amount in your
Regular IRA in a lump-sum, the 10% penalty tax will apply to the lump sum and
to the amounts previously paid to you before age 59 1/2.

-- The distribution does not exceed the amount of your deductible medical
expenses for the year (generally speaking, medical expenses paid during a
year are deductible if they are greater than 72% of your adjusted gross
income for that year), or

-- The distribution does not exceed the amount you paid for health insurance
coverage for yourself, your spouse and dependents. This exception applies
only if you have been unemployed and received federal or state
unemployment compensation payments for at least 12 weeks; this exception
applies to distributions during the year in which you received the
unemployment compensation and during the following year, but not to any
distributions received after you have been reemployed for at least 60
days.

HOW ARE NONDEDUCTIBLE CONTRIBUTIONS TAXED WHEN THEY ARE WITHDRAWN?
A withdrawal of nondeductible contributions (not including earnings) will be
tax-free. However, if you made both deductible and nondeductible contributions
to your Regular IRA, then each distribution will be treated as partly a return
of your nondeductible contributions (not taxable) and partly a distribution of
deductible contributions and earnings (taxable). The nontaxable amount is the
portion of the amount withdrawn which bears the same ratio as your total
nondeductible Regular IRA contributions bear to the total balance of all your
Regular IRAs (including rollover IRAs and SEPs, but not including Roth IRAs).

For example, assume that you made the following Regular IRA contributions:

Year Deductible Nondeductible
---- ---------- -------------
1995 $2,000
1996 $2,000
1997 $1,000 $1,000
1998 $1,000
----- -----
$5,000 $2,000

In addition assume that your Regular IRA has total investment earnings
through 1998 of $1,000. During 1998 you withdraw $500. Your total account
balance as of 12-31-98 is $7,500 as shown below.

Deductible Contributions $5,000
Nondeductible Contributions $2,000
Earnings On IRA $1,000
Less 1998 Withdrawal $ 500
------
Total Account Balance as of 12/31/98 $7,500

To determine the nontaxable portion of your 1998 withdrawal, the total 1998
withdrawal ($500) must be multiplied by a fraction. The numerator of the
fraction is the total of all nondeductible contributions remaining in the
account before the 1998 withdrawal ($2,000). The denominator is the total
account balance as of 12-31-98 ($7,500) plus the 1998 withdrawal ($500) or
$8,000. The calculation is:

Total Remaining
Nondeductible Contributions $2,000 X $500 = $ 125
-----------------------------------------------------
Total Account Balance $8,000

Thus, $125 of the $500 withdrawal in 1998 will not be included in your
taxable income. The remaining $375 will be taxable for 1998. In addition, for
future calculations the remaining nondeductible contribution total will be
$2,000 minus $125, or $1,875.

A loss in your Regular IRA investment may be deductible. You should consult
your tax advisor for further details on the appropriate calculation for this
deduction if applicable.

IS THERE A PENALTY TAX ON CERTAIN LARGE WITHDRAWALS OR ACCUMULATIONS IN MY
IRA?
Earlier tax laws imposed a "success" penalty equal to 15% of withdrawals
from all retirement accounts (including IRAs, 401(k) or other employer
retirement plans, 403(b) arrangements and others) in a year exceeding a
specified amount (initially $150,000 per year). Also, there was a 15% estate
tax penalty on excess accumulations remaining in IRAs and other tax-favored
arrangements upon your death. This 15% penalty tax has been repealed.

TAX MATTERS
WHAT REPORTS DOES THE CUSTODIAN ISSUE?
The Custodian will report all withdrawals to the IRS and the recipient on
the appropriate form. For reporting purposes, a direct transfer of assets to a
successor custodian or trustee is not considered a withdrawal.

The Custodian will report to the IRS the year-end value of your account and
the amount of any rollover or regular contribution made during a calendar
year, as well as the tax year for which a contribution is made. Unless the
Custodian receives an indication from you to the contrary, it will treat any
amount as a contribution for the tax year in which it is received. It is most
important that a contribution between January and April 15th for the prior
year be clearly designated as such.

WHAT TAX INFORMATION MUST I REPORT TO THE IRS?
You must file Form 5329 with the IRS for each taxable year for which you
made an excess contribution, or you take a premature withdrawal that is
subject to the 10% penalty tax, or you withdraw less than the required minimum
amount from your Regular IRA. If your beneficiary fails to make required
minimum withdrawals from your Regular IRA after your death, your beneficiary
may be subject to an excise tax and be required to file Form 5329.

You must also report each nondeductible contribution to the IRS by
designating it a nondeductible contribution on your tax return. Use Form 8606.
In addition, for any year in which you make a nondeductible contribution or
take a withdrawal, you must include additional information on your tax return.
The information required includes: (1) the amount of your nondeductible
contributions for that year; (2) the amount of withdrawals from Regular IRAs
in that year; (3) the amount by which your total nondeductible contributions
for all the years exceed the total amount of your distributions previously
excluded from gross income; and (4) the total value of all your Regular IRAs
as of the end of the year. If you fail to report any of this information, the
IRS will assume that all your contributions were deductible. This will result
in the taxation of the portion of your withdrawals that should be treated as a
nontaxable return of your nondeductible contributions.

ARE REGULAR IRA WITHDRAWALS SUBJECT TO WITHHOLDING?
Federal income tax will be withheld at a flat rate of 10% from any
withdrawal from your Regular IRA, unless you elect not to have tax withheld.
Withdrawals from a Regular IRA are not subject to the mandatory 20% income tax
withholding that applies to most distributions from qualified plans or 403(b)
accounts that are not directly rolled over to another plan or IRA.

ARE THE EARNINGS ON MY REGULAR IRA FUNDS TAXED?
Any dividend on or growth of the investments held in your Regular IRA are
generally exempt from federal income taxes and will not be taxed until
withdrawn by you, unless the tax exempt status of your Regular IRA is revoked.

ACCOUNT TERMINATION
You may terminate your Regular IRA at any time after its establishment by
sending a completed withdrawal form (or other withdrawal instructions in a
form acceptable to the Custodian), or a transfer authorization form, to:

Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329

Your Regular IRA with State Street Bank will terminate upon the first to
occur of the following:

-- The date your properly executed withdrawal form or instructions (as
described above) withdrawing your total Regular IRA balance is received
and accepted by the Custodian or, if later, the termination date
specified in the withdrawal form.

-- The date the Regular IRA ceases to qualify under the tax code. This will
be deemed a termination.

-- The transfer of the Regular IRA to another custodian/trustee.

-- The rollover of the amounts in the Regular IRA to another custodian/
trustee.

Any outstanding fees must be received prior to such a termination of your
account.

The amount you receive from your Regular IRA will be treated as a
withdrawal, and thus the rules relating to Regular IRA withdrawals will apply.
For example, if the Regular IRA is terminated before you reach age 59 1/2, the
10% early withdrawal penalty may apply on the amount you receive.

REGULAR IRA DOCUMENTS
The terms contained in Articles I to VII of the State Street Bank and Trust
Company Regular Individual Retirement Custodial Account document have been
promulgated by the IRS in Form 5305-A for use in establishing a Regular IRA
custodial account that meets the requirements of the tax laws for a valid IRA.
This IRS approval relates only to the form of Articles I to VII and is not an
approval of the merits of the IRA or of any investment permitted by the IRA.

ADDITIONAL INFORMATION
For additional information you may write to the following address or call
the following telephone number.

Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329
800-321-1928
<PAGE>

STATE STREET BANK AND TRUST COMPANY
ROTH INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

The following provisions of Articles I to VII are in the form promulgated by
the Internal Revenue Service in Form 5305-RA for use in establishing a Roth
Individual Retirement Custodial Account.

ARTICLE I.

1. If this Roth IRA is not designated as a Roth Conversion IRA, then, except
in the case of a rollover contribution described in section 408A(e), the
Custodian will accept only cash contributions and only up to a maximum amount of
$2,000 for any tax year of the Depositor.

2. If this Roth IRA is designated as a Roth Conversion IRA, no contributions
other than IRA Conversion Contributions made during the same tax year will be
accepted.

ARTICLE IA.

The $2,000 limit described in Article I is gradually reduced to $0 between
certain levels of adjusted gross income (AGI). For a single Depositor, the
$2,000 annual contribution is phased out between AGI of $95,000 and $110,000;
for a married Depositor who files jointly, between AGI of $150,000 and $160,000;
and for a married Depositor who files separately, between $0 and $10,000. In
case of a conversion, the Custodian will not accept IRA Conversion Contributions
in a tax year if the Depositor's AGI for that tax year exceeds $100,000 or if
the Depositor is married and files a separate return. Adjusted gross income is
defined in section 408A(c)(3) and does not include IRA Conversion Contributions.

ARTICLE II.

The Depositor's interest in the balance in the custodial account is
nonforfeitable.

ARTICLE III.

1. No part of the custodial funds may be invested in life insurance contracts,
nor may the assets of the custodial account be commingled with other property
except in a common trust fund or common investment fund (within the meaning of
section 408(a)(5)).

2. No part of the custodial funds may be invested in collectibles (within the
meaning of section 408(m)) except as otherwise permitted by section 408(m) (3),
which provides an exception for certain gold, silver, and platinum coins, coins
issued under the laws of any state, and certain bullion.

ARTICLE IV.

1. If the Depositor dies before his or her entire interest is distributed to
him or her and the Depositor's surviving spouse is not the sole beneficiary, the
entire remaining interest will, at the election of the Depositor or, if the
Depositor has not so elected, at the election of the beneficiary or
beneficiaries, either:

(a) Be distributed by December 31 of the year containing the fifth
anniversary of the Depositor's death, or

(b) Be distributed over the life expectancy of the designated beneficiary
starting no later than December 31 of the year following the year of the
Depositor's death.

If distributions do not begin by the date described in (b), distribution
method (a) will apply.

2. In the case of distribution method 1(b) above, to determine the minimum
annual payment for each year, divide the Depositor's entire interest in the
trust as of the close of business on December 31 of the preceding year by the
life expectancy of the designated beneficiary using the attained age of the
designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence and subtract 1 for each subsequent year.

3. If the Depositor's spouse is the sole beneficiary on the Depositor's date
of death, such spouse will then be treated as the Depositor.

ARTICLE V.

1. The Depositor agrees to provide the Custodian with information necessary
for the Custodian to prepare any reports required under sections 408(i) and
408A(d)(3)(E), and Regulations section 1.408-5 and 1.408-6, and under guidance
published by the Internal Revenue Service.

2. The Custodian agrees to submit reports to the Internal Revenue Service and
the Depositor as prescribed by the Internal Revenue Service.

ARTICLE VI.

Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through IV and this sentence will be controlling. Any
additional articles that are not consistent with section 408A, the related
regulations, and other published guidance will be invalid.

ARTICLE VII.

This agreement will be amended from time to time to comply with the provisions
of the Code, related regulations, and other published guidance. Other amendments
may be made with the consent of the persons whose signatures appear below.

ARTICLE VIII.

1. As used in this Article VIII the following terms have the following
meanings:

"Account" or "Custodial Account" means the Roth Individual Retirement Account
established using the terms of this Agreement and the Adoption Agreement signed
by the Depositor.

"Custodian" means State Street Bank and Trust Company.

"Fund" means registered investment company which is advised, sponsored, or
distributed by sponsor; provided, however, that such a mutual fund or registered
investment company must be legally offered for sale in the state of the
Depositor's residence.

"Distributor" means the entity which has a contract with the Fund(s) to serve
as distributor of the shares of such Fund(s).

"Sponsor" means Century Capital Management.

2. The Depositor may revoke the Custodial Account established hereunder by
mailing or delivering a written notice of revocation to the Custodian within
seven days after the Depositor receives the Disclosure Statement related to the
Custodial Account. Mailed notice is treated as given to the Custodian on date of
the postmark (or on the date of Post Office certification or registration in the
case of notice sent by certified or registered mail). Upon timely revocation,
the Depositor's initial contribution will be returned, without adjustment for
administrative expenses, commissions or sales charges, fluctuations in market
value or other changes.

The Depositor may certify in the Adoption Agreement that the Depositor
received the Disclosure Statement related to the Custodial Account at least
seven days before the Depositor signed the Adoption Agreement to establish the
Custodial Account, and the Custodian may rely on such certification.

3. All contributions to the Custodial Account shall be invested and reinvested
in full and fractional shares of one or more Funds. Such investments shall be
made in such proportions and/or in such amounts as Depositor from time to time
in the Adoption Agreement or by other written notice to the Service Company (in
such form as may be acceptable to the Service Company) may direct.

The Service Company shall be responsible for promptly transmitting all
investment directions by the Depositor for the purchase or sale of shares of one
or more Funds hereunder to the Funds' transfer agent for execution. However, if
investment directions with respect to the investment of any contribution
hereunder are not received from the Depositor as required or, if received, are
unclear or incomplete in the opinion of the Service Company, the contribution
will be returned to the Depositor, or will be held uninvested (or invested in a
money market fund if available) pending clarification or completion by the
Depositor, in either case without liability for interest or for loss of income
or appreciation. If any other directions or other orders by the Depositor with
respect to the sale or purchase of shares of one or more Funds for the Custodial
Account are unclear or incomplete in the opinion of the Service Company, the
Service Company will refrain from carrying out such investment directions or
from executing any such sale or purchase, without liability for loss of income
or for appreciation or depreciation of any asset, pending receipt of
clarification or completion from the Depositor.

All investment directions by Depositor will be subject to any minimum initial
or additional investment or minimum balance rules applicable to a Fund as
described in its prospectus.

All dividends and capital gains or other distributions received on the shares
of any Fund held in the Depositor's Account shall be (unless received in
additional shares) reinvested in full and fractional shares of such Fund (or of
any other Fund offered by the Sponsor, if so directed).

4. Subject to the minimum initial or additional investment, minimum balance
and other exchange rules applicable to a Fund, the Depositor may at any time
direct the Service Company to exchange all or a specified portion of the shares
of a Fund in the Depositor's Account for shares and fractional shares of one or
more other Funds. The Depositor shall give such directions by written notice
acceptable to the Service Company, and the Service Company will process such
directions as soon as practicable after receipt thereof (subject to the second
paragraph of Section 3 of this Article VIII.

5. Any purchase or redemption of shares of a Fund for or from the Depositor's
Account will be effected at the public offering price or net asset value of such
Fund (as described in the then effective prospectus for such Fund) next
established after the Service Company has transmitted the Depositor's investment
directions to the transfer agent for the Fund(s).

Any purchase, exchange, transfer or redemption of shares of a Fund for or from
the Depositor's account will be subject to any applicable sales, redemption or
other charge as described in the then effective prospectus for such Fund.

6. The Service Company shall maintain adequate records of all purchases or
sales of shares of one or more Funds for the Depositor's Custodial Account. Any
account maintained in connection herewith shall be in the name of the Custodian
for the benefit of the Depositor. All assets of the Custodial Account shall be
registered in the name of the Custodian or of a suitable nominee. The books and
records of the Custodian shall show that all such investments are part of the
Custodial Account.

7. Neither the Custodian nor any other party providing services to the
Custodial Account will have any responsibility for rendering advice with respect
to the investment and reinvestment of Depositor's Custodial Account, nor shall
such parties be liable for any loss or diminution in value which results from
Depositor's exercise of investment control over his Custodial Account. Depositor
shall have and exercise exclusive responsibility for and control over the
investment of the assets of his Custodial Account, and neither Custodian nor any
other such party shall have any duty to question his directions in that regard
or to advise him regarding the purchase, retention or sale of shares of one or
more Funds for the Custodial Account.

8. The Depositor may in writing appoint an investment advisor with respect to
the Custodial Account on a form acceptable to the Custodian and the Service
Company. The investment advisor's appointment will be in effect until written
notice to the contrary is received by the Custodian and the Service Company.
While an investment advisor's appointment is in effect, the investment advisor
may issue investment directions or may issue orders for the sale or purchase of
shares of one or more Funds to the Service Company, and the Service Company will
be fully protected in carrying out such investment directions or orders to the
same extent as if they had been given by the Depositor.

The Depositor's appointment of any investment advisor will also be deemed to
be instructions to the Custodian and the Service Company to pay such investment
advisor's fees to the investment advisor from the Custodial Account hereunder
without additional authorization by the Depositor or the Custodian.

9. Distribution of the assets of the Custodial Account shall be made at such
time and in such form as Depositor (or the Beneficiary if Depositor is deceased)
shall elect by written order to the Custodian. Depositor acknowledges that any
distribution of a taxable amount from the Custodial Account (except for
distribution on account of Depositor's disability or death, return of an "excess
contribution" referred to in Code Section 4973(f), or a "rollover" from this
Custodial Account) made earlier than age 59 1/2 may subject Depositor to an
"additional tax on early distributions" under Code Section 72(t) unless an
exception to such additional tax is applicable. For that purpose, Depositor will
be considered disabled if Depositor can prove, as provided in Code Section
72(m)(7), that Depositor is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or be of long- continued and indefinite duration.
It is the responsibility of the Depositor (or the Beneficiary) by appropriate
distribution instructions to the Custodian to insure that any applicable
distribution requirements of Code Section 401(a) (9) and Article IV above are
met. If the Depositor (or Beneficiary) does not direct the Custodian to make
distributions from the Custodial Account by the time that such distributions are
required to commence in accordance with such distribution requirements, the
Custodian (and Service Company) shall assume that the Depositor (or Beneficiary)
is meeting the minimum distribution requirements from another individual
retirement arrangement maintained by the Depositor (or Beneficiary) and the
Custodian and Service Company shall be fully protected in so doing. If the
Depositor's surviving spouse is the Beneficiary, the Depositor or such spouse
may elect to comply with the distribution requirements in Article IV using the
recalculation of life expectancy method, or may elect that the life expectancy
of the Depositor's surviving spouse will not be recalculated; any such election
may be in such form as the Depositor (or surviving spouse) provides (including
the calculation of minimum distribution amounts in accordance with a method that
does not provide for recalculation of the life expectancy of the surviving
spouse and instructions for withdrawals to the Custodian in accordance with such
method). Notwithstanding paragraph 2 of Article IV, unless an election to have
life expectancies recalculated annually is made by the time distributions are
required to begin, life expectancies shall not be recalculated. Neither the
Custodian nor any other party providing services to the Custodial Account
assumes any responsibility for the tax treatment of any distribution from the
Custodial Account; such responsibility rests solely with the person ordering the
distribution.

10. The Custodian assumes (and shall have) no responsibility to make any
distribution except upon the written order of Depositor (or Beneficiary if
Depositor is deceased) containing such information as the Custodian may
reasonably request. Also, before making any distribution or honoring any
assignment of the Custodial Account, Custodian shall be furnished with any and
all applications, certificates, tax waivers, signature guarantees and other
documents (including proof of any legal representative's authority) deemed
necessary or advisable by Custodian, but Custodian shall not be responsible for
complying with any order or instruction which appears on its face to be genuine,
or for refusing to comply if not satisfied it is genuine, and Custodian has no
duty of further inquiry. Any distributions from the Account may be mailed,
first-class postage prepaid, to the last known address of the person who is to
receive such distribution, as shown on the Custodian's records, and such
distribution shall to the extent thereof completely discharge the Custodian's
liability for such payment.

11. (a) The term "Beneficiary" means the person or persons designated as
such by the "designating person" (as defined below) on a form acceptable to the
Custodian for use in connection with the Custodial Account, signed by the
designating person, and filed with the Custodian. The form may name individuals,
trusts, estates, or other entities as either primary or contingent
beneficiaries. However, if the designation does not effectively dispose of the
entire Custodial Account as of the time distribution is to commence, the term
"Beneficiary" shall then mean the designating person's estate with respect to
the assets of the Custodial Account not disposed of by the designation form. The
form last accepted by the Custodian before such distribution is to commence,
provided it was received by the Custodian (or deposited in the U.S. Mail or with
a reputable delivery service) during the designating person's lifetime, shall be
controlling and, whether or not fully dispositive of the Custodial Account,
thereupon shall revoke all such forms previously filed by that person. The term
"designating person" means Depositor during his/her lifetime; after Depositor's
death, it also means Depositor's spouse, but only if the spouse elects to treat
the Custodial Account as the spouse's own Custodial Account in accordance with
applicable provisions of the Code.

(b) When and after distributions from the Custodial Account to Depositor's
Beneficiary commence, all rights and obligations assigned to Depositor hereunder
shall inure to, and be enjoyed and exercised by, Beneficiary instead of
Depositor.

12. (a) The Depositor agrees to provide information to the Custodian at such
time and in such manner as may be necessary for the Custodian to prepare any
reports required under Section 408(i) or Section 408A(d)(3)(E) of the Code and
the regulations thereunder or otherwise.

(c) The Depositor, Custodian and Service Company shall furnish to each other
such information relevant to the Custodial Account as may be required under the
Code and any regulations issued or forms adopted by the Treasury Department
thereunder or as may otherwise be necessary for the administration of the
Custodial Account.

(d) The Depositor shall file any reports to the Internal Revenue Service which
are required of him by law (including Form 5329), and neither the Custodian nor
Service Company shall have any duty to advise Depositor concerning or monitor
Depositor's compliance with such requirement.

13. (a) Depositor retains the right to amend this Custodial Account document
in any respect at any time, effective on a stated date which shall be at least
60 days after giving written notice of the amendment (including its exact terms)
to Custodian by registered or certified mail, unless Custodian waives notice as
to such amendment. If the Custodian does not wish to continue serving as such
under this Custodial Account document as so amended, it may resign in accordance
with Section 17 below.

(b) Depositor delegates to the Custodian the Depositor's right so to amend,
provided (i) the Custodian does not change the investments available under this
Custodial Agreement, and (ii) the Custodian amends in the same manner all
agreements comparable to this one, having the same Custodian, permitting
comparable investments, and under which such power has been delegated to it;
this includes the power to amend retroactively if necessary or appropriate in
the opinion of the Custodian in order to conform this Custodial Account to
pertinent provisions of the Code and other laws or successor provisions of law,
or to obtain a governmental ruling that such requirements are met, to adopt a
prototype or master form of agreement in substitution for this Agreement, or as
otherwise may be advisable in the opinion of the Custodian. Such an amendment by
the Custodian shall be communicated in writing to Depositor, and Depositor shall
be deemed to have consented thereto unless, within 30 days after such
communication to Depositor is mailed, Depositor either (i) gives Custodian a
written order for a complete distribution or transfer of the Custodial Account,
or (ii) removes the Custodian and appoints a successor under Section 17.

Pending the adoption of any amendment necessary or desirable to conform this
Custodial Account document to the requirements of any amendment to any
applicable provision of the Internal Revenue Code or regulations or rulings
thereunder, the Custodian and the Service Company may operate the Depositor's
Custodial Account in accordance with such requirements to the extent that the
Custodian and/or the Service Company deem necessary to preserve the tax benefits
of the Account.

(c) Notwithstanding the provisions of subsections (a) and (b) above, no
amendment shall increase the responsibilities or duties of Custodian without its
prior written consent.

14. (a) Custodian shall terminate the Custodial Account if this Agreement is
terminated or if, within 30 days (or such longer time as Custodian may agree)
after resignation or removal of Custodian under Section 17, Depositor or Sponsor
as the case may be, has not appointed a successor which has accepted such
appointment. Termination of the Custodial Account shall be effected by
distributing all assets thereof in a single payment in cash or in kind to
Depositor, subject to Custodian's right to reserve funds as provided in Section
17.

(b) Upon termination of the Custodial Account, this Custodial Account document
shall have no further force and effect (except for Sections 15(f) and 17(b) and
(c) hereof which shall survive the termination of the Custodial Account and this
document), and Custodian shall be relieved from all further liability hereunder
or with respect to the Custodial Account and all assets thereof so distributed.

15. (a) In its discretion, the Custodian may appoint one or more contractors
or service providers to carry out any of its functions and may compensate them
from the Custodial Account for expenses attendant to those functions. In the
event of such appointment, all rights and privileges of the Custodian under this
Agreement shall pass through to such contractors or service providers who shall
be entitled to enforce them as if a named party.

(b) The Service Company shall be responsible for receiving all instructions,
notices, forms and remittances from Depositor and for dealing with or forwarding
the same to the transfer agent for the Fund(s).

(c) The parties do not intend to confer any fiduciary duties on Custodian or
Service Company (or any other party providing services to the Custodial
Account), and none shall be implied. Neither shall be liable (or assumes any
responsibility) for the collection of contributions, the proper amount, time or
tax treatment of any contribution to the Custodial Account or the propriety of
any contributions under this Agreement, or the purpose, time, amount (including
any minimum distribution amounts), tax treatment or propriety of any
distribution hereunder, which matters are the sole responsibility of Depositor
and Depositor's Beneficiary.

(d) Not later than 60 days after the close of each calendar year (or after the
Custodian's resignation or removal), the Custodian or Service Company shall file
with Depositor a written report or reports reflecting the transactions effected
by it during such period and the assets of the Custodial Account at its close.
Upon the expiration of 60 days after such a report is sent to Depositor (or
Beneficiary), the Custodian or Service Company shall be forever released and
discharged from all liability and accountability to anyone with respect to
transactions shown in or reflected by such report except with respect to any
such acts or transactions as to which Depositor shall have filed written
objections with the Custodian or Service Company within such 60 day period.

(e) The Service Company shall deliver, or cause to be delivered, to Depositor
all notices, prospectuses, financial statements and other reports to
shareholders, proxies and proxy soliciting materials relating to the shares of
the Funds(s) credited to the Custodial Account. No shares shall be voted, and no
other action shall be taken pursuant to such documents, except upon receipt of
adequate written instructions from Depositor.

(f) Depositor shall always fully indemnify Service Company, Distributor, the
Fund(s), Sponsor and Custodian and save them harmless from any and all liability
whatsoever which may arise either (i) in connection with this Agreement and the
matters which it contemplates, except that which arises directly out of the
Service Company's, Distributor's, Fund's, Sponsor's or Custodian's bad faith,
gross negligence or willful misconduct, (ii) with respect to making or failing
to make any distribution, other than for failure to make distribution in
accordance with an order therefor which is in full compliance with Section 10,
or (iii) actions taken or omitted in good faith by such parties. Neither Service
Company nor Custodian shall be obligated or expected to commence or defend any
legal action or proceeding in connection with this Agreement or such matters
unless agreed upon by that party and Depositor, and unless fully indemnified for
so doing to that party's satisfaction.

(h) The Custodian and Service Company may each conclusively rely upon and
shall be protected in acting upon any written order from Depositor or
Beneficiary, or any investment advisor appointed under Section 8, or any other
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed, and so long as it acts in
good faith, in taking or omitting to take any other action in reliance thereon.
In addition, Custodian will carry out the requirements of any apparently valid
court order relating to the Custodial Account and will incur no liability or
responsibility for so doing.

16. (a) The Custodian, in consideration of its services under this Agreement,
shall receive the fees specified on the applicable fee schedule. The fee
schedule originally applicable shall be the one specified in the Adoption
Agreement or the Disclosure Statement, as applicable. The Custodian may
substitute a different fee schedule at any time upon 30 days' written notice to
Depositor. The Custodian shall also receive reasonable fees for any services not
contemplated by any applicable fee schedule and either deemed by it to be
necessary or desirable or requested by Depositor.

(b) Any income, gift, estate and inheritance taxes and other taxes of any kind
whatsoever, including transfer taxes incurred in connection with the investment
or reinvestment of the assets of the Custodial Account, that may be levied or
assessed in respect to such assets, and all other administrative expenses
incurred by the Custodian in the performance of its duties (including fees for
legal services rendered to it in connection with the Custodial Account) shall be
charged to the Custodial Account. If the Custodian is required to pay any such
amount, the Depositor (or Beneficiary) shall promptly upon notice thereof
reimburse the Custodian.

(c) All such fees and taxes and other administrative expenses charged to the
Custodial Account shall be collected either from the amount of any contribution
or distribution to or from the account, or (at the option of the person entitled
to collect such amounts) to the extent possible under the circumstances by the
conversion into cash of sufficient shares of one or more Funds held in the
Custodial Account (without liability for any loss incurred thereby).
Notwithstanding the foregoing, the Custodian or Service Company may make demand
upon the Depositor for payment of the amount of such fees, taxes and other
administrative expenses. Fees which remain outstanding after 60 days may be
subject to a collection charge.

17. (a) Upon 30 days' prior written notice to the Custodian, Depositor or
Sponsor, as the case may be, may remove it from its office hereunder. Such
notice, to be effective, shall designate a successor custodian and shall be
accompanied by the successor's written acceptance. The Custodian also may at any
time resign upon 30 days' prior written notice to Sponsor, whereupon the Sponsor
shall notify the Depositor (or Beneficiary) and shall appoint a successor to the
Custodian. In connection with its resignation hereunder, the Custodian may, but
is not required to, designate a successor custodian by written notice to the
Sponsor or Depositor (or Beneficiary), and the Sponsor or Depositor (or
Beneficiary) will be deemed to have consented to such successor unless the
Sponsor or Depositor (or Beneficiary) designates a different successor custodian
and provides written notice thereof together with such a different successor's
written acceptance by such date as the Custodian specifies in its original
notice to the Sponsor or Depositor (or Beneficiary) (provided that the Sponsor
or Depositor (or Beneficiary) will have a minimum of 30 days to designate a
different successor).

(b) The successor custodian shall be a bank, insured credit union, or other
person satisfactory to the Secretary of the Treasury under Code Section 408(a)
(2). Upon receipt by Custodian of written acceptance by its successor of such
successor's appointment, Custodian shall transfer and pay over to such successor
the assets of the Custodial Account and all records (or copies thereof) of
Custodian pertaining thereto, provided that the successor custodian agrees not
to dispose of any such records without the Custodian's consent. Custodian is
authorized, however, to reserve such sum of money or property as it may deem
advisable for payment of all its fees, compensation, costs, and expenses, or for
payment of any other liabilities constituting a charge on or against the assets
of the Custodial Account or on or against the Custodian, with any balance of
such reserve remaining after the payment of all such items to be paid over to
the successor custodian.

18. References herein to the "Internal Revenue Code" or "Code" and sections
thereof shall mean the same as amended from time to time, including successors
to such sections.

19. Except where otherwise specifically required in this Agreement, any notice
from Custodian to any person provided for in this Agreement shall be effective
if sent by first-class mail to such person at that person's last address on the
Custodian's records.

20. Depositor or Depositor's Beneficiary shall not have the right or power to
anticipate any part of the Custodial Account or to sell, assign, transfer,
pledge or hypothecate any part thereof. The Custodial Account shall not be
liable for the debts of Depositor or Depositor's Beneficiary or subject to any
seizure, attachment, execution or other legal process in respect thereof except
to the extent required by law. At no time shall it be possible for any part of
the assets of the Custodial Account to be used for or diverted to purposes other
than for the exclusive benefit of the Depositor or his/her Beneficiary except to
the extent required by law.

21. When accepted by the Custodian, this Agreement is accepted in and shall be
construed and administered in accordance with the laws of the state where the
principal offices of the Custodian are located. Any action involving the
Custodian brought by any other party must be brought in such state.

This Agreement is intended to qualify under Code Section 408A as a Roth IRA
and to entitle Depositor to the tax benefits thereof, and if any provision
hereof is subject to more than one interpretation or any term used herein is
subject to more than one construction, such ambiguity shall be resolved in favor
of that interpretation or construction which is consistent with that intent.

However, the Custodian shall not be responsible for whether or not such
intentions are achieved through use of this Agreement, and Depositor is referred
to Depositor's attorney for any such assurances.

22. Depositor should seek advice from Depositor's attorney regarding the legal
consequences (including but not limited to federal and state tax matters) of
entering into this Agreement, contributing to the Custodial Account, and
ordering Custodian to make distributions from the Account. Depositor
acknowledges that Custodian and Service Company (and any company associated
therewith) are prohibited by law from rendering such advice.

23. If any provision of any document governing the Custodial Account provides
for notice, instructions or other communication from one party to another in
writing, to the extent provided for in the procedures of the Custodian, Service
Company or another party, any such notice, instructions or other communications
may be given by telephonic, computer, other electronic or other means, and the
requirement for written notice will be deemed satisfied.

24. This Agreement and the Adoption Agreement signed by the Depositor (as
either may be amended) are the documents governing the Depositor's Custodial
Account. Articles I through VII of this Agreement are in the form promulgated or
approved by the Internal Revenue Service as Form 5305-RA. It is anticipated
that, if and when the Internal Revenue Service promulgates changes to Form
5305-RA, the Custodian will amend this Agreement correspondingly, and the
Depositor specifically consents to such amendment in accordance with Section
13(b) hereof.

25. If the Depositor maintains an individual retirement account under Code
section 408(a), Depositor may convert or transfer such other IRA to a Roth IRA
under Code section 408A, using the terms of this Agreement and the Adoption
Agreement, by completing and executing the Adoption Agreement and giving
suitable directions to the Custodian and the custodian or trustee of such other
IRA. Alternatively, if available the Depositor may convert or transfer such
other IRA to a Roth IRA by use of a reply card or by telephonic, computer or
electronic means in accordance with procedures adopted by the Custodian or
Service Company intended to meet the requirements of Code section 408A, and the
Depositor will be deemed to have executed the Adoption Agreement and adopted the
provisions of this Agreement and the Adoption Agreement in accordance with such
procedures.

26. The Depositor acknowledges that he or she has received and read the
current prospectus for each Fund in which his or her Account is invested and the
Individual Retirement Account Disclosure Statement related to the Account. The
Depositor represents under penalties of perjury that his or her Social Security
number (or other Taxpayer Identification Number) as stated in the Adoption
Agreement is correct.
<PAGE>

STATE STREET BANK AND TRUST COMPANY
ROTH IRA (ONLY) INFORMATION KIT

Taxpayers with adjusted gross income of up to $100,000 are also eligible to
convert existing Regular IRAs into Roth IRAs.

You should note that Congress has also made significant changes to Regular
IRAs. First, Congress increased the income levels at which IRA holders who
participate in employer-sponsored retirement plans can make deductible Regular
IRA contributions. Also the rules for deductible contributions by an IRA
holder whose spouse is a participant in an employer-sponsored retirement plan
have been liberalized. Second, the 10% penalty tax for premature withdrawals
(before age 59 1/2) will no longer apply in the case of withdrawals to pay
certain higher education expenses or certain first-time homebuyer expenses.
This Kit provides information on Roth IRAs only. To learn more about Regular
IRAs, call or write us at the phone number or address which appears below.

WHAT'S IN THIS KIT?
In this Kit you will find detailed information about Roth IRAs. You will
also find everything you need to establish and maintain a Roth IRA, or to
convert all or part of an existing Regular IRA to a Roth IRA.

The first section of this Kit contains the instructions and forms you will
need to open a new Roth IRA, to transfer from another Roth IRA to a State
Street Bank and Trust IRA, or to convert a Regular IRA to a Roth IRA.

The second section of this Kit contains the Roth IRA Custodial Agreement,
with provisions specifically applicable to your Roth IRA.

The third section of this Kit contains our Roth IRA Disclosure Statement,
which describes the basic rules and benefits which are applicable to your Roth
IRA.

The following chart highlights some of the major differences between a
Regular IRA and a Roth IRA:

- -------------------------------------------------------------------------------
CHARACTERISTICS REGULAR IRA ROTH IRA
- -------------------------------------------------------------------------------
ELIGIBILITY o Individuals (and their o Individuals (and their
spouses) who receive spouses) who receive
compensation compensation

IS A ROTH OR A REGULAR IRA RIGHT FOR ME?
We cannot act as your legal or tax advisor and so we cannot tell you which
kind of IRA is right for you. The information contained in this Kit is
intended to provide you with the basic information and material you will need
if you decide a Roth IRA is better for you, or if you want to convert an
existing Regular IRA to a Roth IRA. We suggest that you consult with your
accountant, lawyer or other tax advisor, or with a qualified financial
planner, to determine whether you should open a Regular or Roth IRA or convert
any or all of an existing Regular IRA to a Roth IRA. Your tax advisor can also
advise you as to the state tax consequences that may affect whether a Regular
or Roth IRA is right for you.

OTHER POINTS TO NOTE.
The Disclosure Statement in this Kit provides you with the basic information
that you should know about State Street Bank and Trust Company Roth IRAs. The
Disclosure Statement provides general information about the governing rules
for Roth IRAs and the benefits and features offered through them. However, the
State Street Bank and Trust Company Adoption Agreement and the Custodial
Agreement, are the primary documents controlling the terms and conditions of
your personal State Street Bank and Trust Company Roth IRA, and these shall
govern in the case of any difference with the Disclosure Statement.

You or your when used throughout this Kit refer to the person for whom the
State Street Bank and Trust Company Roth IRA is established. A Roth IRA is
either a State Street Bank and Trust Company Roth IRA or any Roth IRA
established by any other financial institution. A Regular IRA is any non-Roth
IRA offered by State Street Bank and Trust Company or any other financial
institution.
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
ROTH INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

INSTRUCTIONS FOR OPENING YOUR ROTH IRA

1. Read carefully the Roth IRA Disclosure Statement, the Roth Individual
Retirement Custodial Account document, the Roth IRA Adoption Agreement, and the
prospectus for the Fund you are considering. Consult your lawyer or other tax
adviser if you have any questions about how opening this Roth IRA will affect
your financial and tax situation.

2. Complete the Roth IRA Adoption Agreement

Print the identifying information in Part 1 of the form.

In Part 2, check the box that shows the type of Roth IRA you are
opening.

If this is a Roth IRA to which you expect to make contributions each
year, check box A and enclose a check in the amount of your first
contribution. Be sure to indicate whether this is a contribution for
last year or for the current year. Only annual contributions may be
accepted in an annual contribution Roth IRA account. (NOTE: A
contribution made during 1998 can only be for 1998 because Roth IRAs
were not available before January 1, 1998.)

If you are converting an existing Regular IRA with the Bank as IRA
custodian or trustee, check Box B. Indicate your current IRA account
number and how much you are converting. Conversion of an existing
Regular IRA will result in inclusion of taxable amounts in the existing
Regular IRA on your income tax return.

If you are making a rollover from an existing Regular IRA with a
different custodian or trustee, check Box C. A rollover or transfer from
an existing Regular IRA means that the taxable amount in the existing
Regular IRA will be treated as additional income on your income tax
return. NOTE: If a conversion, rollover or transfer from a Regular IRA
to a Roth IRA is being made, only amounts converted, rolled over or
transferred during the same tax year will be accepted in a single Roth
IRA. A separate Roth IRA must be established to hold such amounts from a
different tax year. Annual contributions may never be deposited in a
Roth IRA holding such converted, rolled over or transferred amounts.

If you are making a rollover or a transfer from another Roth IRA
with a different trustee or custodian, check Box D. Put the requested
information where indicated.

In Part 3, indicate your investment choices.

In Part 4, indicate your Primary Beneficiary and your Alternate
Beneficiary. Spousal consent is required if beneficiary is other than
your spouse.

Sign and date the Adoption Agreement at the end.

3. If you are transferring assets directly from an existing traditional IRA
(also called a Regular IRA) or a Roth IRA to this Roth IRA, complete the
Universal IRA Transfer of Assets Form. In Part 2 of the form, check the box to
indicate that this is a transfer to a Roth IRA.

4. The Custodian fees for maintaining your Roth IRA are listed in the FEES
AND EXPENSES section of the Disclosure Statement.

5. Check to be sure you have properly completed all necessary forms and
enclosed a check for the first contribution to your Roth IRA (if applicable).
Your Roth IRA cannot be accepted without the properly completed documents.

6. All checks should be payable to: Century Shares Trust.

Send the completed forms and checks to:

Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
ROTH INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

ADOPTION AGREEMENT

I, the person signing this Adoption Agreement (hereinafter called the
"Depositor"), establish a Roth Individual Retirement Account (the "Account")
with State Street Bank and Trust Company as Custodian. ("Bank") A Roth IRA
operates under the Internal Revenue Code Section 408A. I agree to the terms of
my Account, which are contained in the document entitled "State Street Bank and
Trust Company Roth Individual Retirement Custodial Account" and this Adoption
Agreement. I certify the accuracy of the information in this Adoption Agreement.
My Account will be effective upon acceptance by Bank.

1. DEPOSITOR INFORMATION

[ ] [ ] [ ]-[ ] [ ]-[ ] [ ] [ ] [ ]
- ----------------------------------------- Social Security Number
Print Full Name

- ----------------------------------------- -------------------------------------
Address Date of Birth

( )
- ----------------------------------------- -------------------------------------
City State Zip Daytime Telephone No.

2. TYPE OF ACCOUNT

A. [ ] ANNUAL CONTRIBUTIONS
Current Contribution for the year 19------.
Check enclosed for $----------. This contribution does not exceed the
maximum permitted amount as described in the Roth IRA Disclosure
Statement.

B. [ ] CONVERSION of existing Regular IRA with Bank as Custodian or Trustee
to a Roth IRA with Bank.

Current Regular IRA Account No.: ----------------.
Amount Converted
[ ] All
[ ] Part (specify how much): $----------------

C. [ ] ROLLOVER OR TRANSFER from existing Regular IRA with a custodian or
trustee other than Bank to a Roth IRA with Bank.

D. [ ] ROLLOVER OR TRANSFER from existing Roth IRA with another custodian or
trustee to a Roth IRA with Bank Date existing Roth IRA was originally
opened: ----------------.

Indicate whether any amount in the existing Roth IRA represents amounts
converted or transferred from a Regular IRA into such other Roth IRA:

[ ] Yes [ ] No

If yes, date of the most recent conversion or transfer into such other
Roth IRA: ----------------.

Complete the Universal IRA Transfer of Assets Form if either C or D is
checked and the transaction is a transfer (as opposed to rollover).

NOTE: If a conversion, rollover or transfer from a Regular IRA to a Roth
IRA is being made, only amounts converted, rolled over or transferred
during the same tax year will be accepted in a single Roth IRA. A
separate Roth IRA must be established to hold such amounts from a
different tax year. Annual contributions may not be deposited in a Roth
IRA holding such converted, rolled over or transferred amounts.

3. INVESTMENTS
Invest contributions to my Account as follows:
CENTURY SHARES TRUST 100%

I acknowledge that I have sole responsibility for my investment choices
and that I have received a current prospectus.
(Please read the prospectus before investing.)

4. DESIGNATION OF BENEFICIARY
As Depositor, I hereby make the following designation of beneficiary in
accordance with the State Street Bank and Trust Company Roth Individual
Retirement Custodial Account:

PRIMARY BENEFICIARY OR BENEFICIARIES:

- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------

- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------
</TABLE>

If none of the Primary Beneficiaries survives me, pay any interest I may
have under my Account to the following Alternate Beneficiary or Beneficiaries
who survive me. Make payment in the proportions specified below (or in equal
proportions if no different proportions are specified). If any Alternate
Beneficiary predeceases me, his share is to be divided among the Alternate
Beneficiaries who survive me in the relative proportions assigned to each such
surviving Alternate Beneficiary.

ALTERNATE BENEFICIARY OR BENEFICIARIES:
<TABLE>
<CAPTION>

NAME RELATIONSHIP DATE OF BIRTH SOCIAL SECURITY NUMBER PROPORTION
<S> <C> <C> <C> <C>
- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------

- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------

- ------------------------------------ ---------------------- ---------------------- --------------------------- ----------------
</TABLE>

- -------------------------------------------------------------------------------

------------------------------- ---------------------------
SIGNATURE OF SPOUSE DATE

------------------------------- ---------------------------
SIGNATURE OF WITNESS FOR SPOUSE DATE

- -------------------------------------------------------------------------------

5. CERTIFICATIONS AND SIGNATURES
If Depositor has indicated a Conversion, Transfer or a Rollover of an
existing Regular IRA to a Roth IRA, Depositor acknowledges that the amount
converted will be treated as taxable income (except for prior nondeductible
contributions) for federal income tax purposes. If Depositor has indicated a
Rollover from another Roth IRA (Item D of Part 2), Depositor certifies that
the information given in Item D is correct and acknowledges that adverse tax
consequences or penalties could result from giving incorrect information.

Depositor has received and read the "Roth IRA Disclosure Statement"
relating to this Account (including the Custodian's fee schedule), the Roth
IRA Custodial Account document, and the "Instructions" pertaining to this
Adoption Agreement.

Depositor acknowledges receipt of the Custodial Account document and IRA
Disclosure Statement at least 7 days before the date specified below with
Depositor's signature and acknowledges that Depositor has no further right of
revocation.

CUSTODIAN ACCEPTANCE. State Street Bank and Trust
Company will accept appointment as Custodian of the
Depositor's Account. However, this Agreement is not
- ------------------------- binding upon the Custodian until the Depositor has
Signature of Depositor received a statement of the transaction. Receipt by
the Depositor of a confirmation of the purchase of
the Fund shares indicated above will serve as
notification of State Street Bank and Trust Company's
Date -------------------- acceptance of appointment as Custodian of the
Depositor's Account.

STATE STREET BANK AND TRUST COMPANY, CUSTODIAN

By -------------------------------------------------

Date -----------------------------------------------

RETAIN A PHOTOCOPY OF THE COMPLETED ADOPTION AGREEMENT FOR YOUR RECORDS
<PAGE>

CENTURY SHARES TRUST

STATE STREET BANK AND TRUST COMPANY
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
UNIVERSAL IRA TRANSFER OF ASSETS FORM

2. IDENTIFICATION OF RECEIVING ACCOUNT

This a transfer to a State Street Bank and Trust Company
[ ] Regular IRA* [ ] SEP IRA* [ ] Roth IRA** [ ] SIMPLE IRA***

If you already have a Regular IRA, SEP IRA, Roth IRA or SIMPLE IRA,
indicate the Account No.--------------------.

3. INSTRUCTIONS TO PRESENT IRA CUSTODIAN OR TRUSTEE (Completed by Depositor)

Name of Custodian/Trustee ------------------------------------------------

Attn: Mr./Ms. ------------------------------------------------------------

Address ------------------------------------------------------------------
Street City State Zip