<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. 74 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 24
(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, 2000
It is proposed that this filing will become effective (check appropriate box)
____ immediately upon filing pursuant to paragraph (b)
_X__ on April 30, 2000, 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.
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CENTURY SHARES TRUST
April 30, 2000
The investment objective of Century Shares Trust (the "Trust") is long-term
growth of principal and income. The Trust seeks to achieve this objective by
investing in a diversified portfolio of stocks of insurance companies, banks,
insurance brokers, and other companies providing services to, or closely related
to, insurance companies and banks.
INFORMATION IN THIS PROSPECTUS
Important Information About the Trust ...................................... 2
Investment Objective .................................................. 2
Principal Investment Strategies ....................................... 2
Principal Investment Risks ............................................ 2
Trust Performance .......................................................... 2
Trust Fees and Expenses .................................................... 3
Investment Strategies and Related Risks .................................... 3
Strategies to Meet the Trust's Goals .................................. 3
Risks of Investing in Insurance and Financial Services Companies ...... 4
Management of the Trust .................................................... 4
Shareholder Information .................................................... 5
Pricing of Trust Shares ............................................... 5
Purchasing Shares ..................................................... 5
Redeeming Shares ...................................................... 6
Shareholder Account ................................................... 8
Dividends and Distributions ........................................... 8
Tax Consequences ...................................................... 9
Financial Highlights ....................................................... 10
How to Obtain More Information ............................................. 12
The United States Securities and Exchange Commission has not approved or
disapproved the Trust's shares or passed on the adequacy of this Prospectus, nor
has any state securities commission done so. Any contrary representation is a
criminal offense.
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IMPORTANT INFORMATION ABOUT THE TRUST
INVESTMENT OBJECTIVE
The Trust's goal is long-term growth of principal and income.
PRINCIPAL INVESTMENT STRATEGIES
The Trust concentrates its investments in equity securities issued by insurance
companies and brokers, banks, and other companies providing services to, or
closely related to, such companies. While not required, the Trust's investments
in recent years have been predominantly in insurance companies.
The Trust's investment adviser, Century Capital Management, Inc. (the
"Adviser"), purchases securities primarily for investment, rather than with a
view to trading profits, which results in a low turnover ratio. The Adviser
seeks to keep the Trust invested in companies with good long-term results and
attractive valuations compared to the markets generally.
PRINCIPAL INVESTMENT RISKS
You take on investment risk when you purchase shares of the Trust. The market
prices of shares in which the Trust invests fluctuate with changes in the
financial condition of the companies and with changing investor perceptions.
General economic and political factors also affect market prices. The share
price of the Trust may change daily, and when shares are sold they may be worth
more or less than their original cost. As a result, you risk losing money by
investing in the Trust.
Because the Trust concentrates its investments in stocks issued by insurance,
banking and other financial services companies, you are subject to risks
particularly affecting those industries. These risks include the effect of
changes in interest rates and government regulations or of claims activity due,
for example, to natural disasters or changing demographic factors. These and
other factors are described in more detail in "Investment Strategies and Related
Risks" below.
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TRUST PERFORMANCE
The Trust's annual returns for each of the last ten calendar years were as
follows:
[graphic omitted]
1990 (7.84)%
1991 31.51%
1992 26.99%
1993 (0.36)%
1994 (3.90)%
1995 35.23%
1996 17.16%
1997 50.13%
1998 7.00%
1999 (12.38)%
During these 10 years, the Trust's highest return for any quarter was 19.89% (Q2
1997) and the lowest return was -19.82% (Q3 1999).
The Trust's average annual returns for the 1, 5, and 10 year periods ending
December 31, 1999, compared with the Standard & Poor's 500 Stock Index over the
same periods, were as follows:
Past 1 Past 5 Past 10
Year Years Years
---- ----- -----
Century Shares Trust (12.38)% 17.40% 12.63%
S&P 500 Index 21.04% 28.56% 18.21%
The returns shown in the chart and table above include reinvestment of all
dividends and capital gains distributions and reflect fund expenses. This
information provides some indication of the risks of investing in the Trust by
showing changes in the Trust's performance from year to year and by showing how
the Trust's average annual returns have compared with those of a broad measure
of market performance. (Of course, the S&P 500 does not incur expenses as the
Trust does.)
A discussion of Trust performance is included in the Trust's annual report. The
Trust provides a copy of the annual report to shareholders and, upon request and
without charge, to each person to whom this Prospectus is delivered. As with any
mutual fund, past performance of the Trust is not necessarily an indication of
future performance.
TRUST FEES AND EXPENSES
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Trust.
SHAREHOLDER FEES (fees paid directly from your investment):
o Maximum Sales Charge (Load) Imposed on Purchases NONE
o Maximum Deferred Sales Charge (Load) NONE
o Maximum Sales Charge (Load) Imposed on Reinvested
Dividends or other Distributions NONE
o Redemption Fee (as a percentage of amount redeemed) NONE*
o Exchange Fee NONE
* The Trust may reduce the price you receive upon redeeming shares by up to
one percent but has never done so. If the Trust imposed this redemption
fee, you would receive prior notice.
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Trust
assets):
o Management Fees 0.66%
o Distribution and Service (12b-1) Fees 0 %
o Other Expenses 0.16%
o Total Annual Fund Operating Expenses 0.82%
o Example. This EXAMPLE is intended to help you compare the cost of investing in
the Trust with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Trust for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Trust's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
1 year 3 years 5 years 10 years
------ ------- ------- --------
$84 $262 $455 $1,014
INVESTMENT STRATEGIES AND RELATED RISKS
STRATEGIES TO MEET THE TRUST'S GOALS
The Trust's investment objective is long-term growth of principal and income.
The Adviser seeks to achieve this objective through investment in a diversified
portfolio of equity securities of insurance companies and brokers, banks, and
other companies providing services to, or in a business closely related to, the
insurance and banking industriess.
The Trust invests in major insurance and banking companies in order to
participate in the basic growth of those industries. It also invests in many
other smaller companies, including insurance brokers and service providers to
the insurance and banking industries, that the Adviser believes will offer
superior prospects, seeking with this portfolio mix to produce above-average
results over the longer term.
The Adviser focuses on factors such as the following:
o The long-term results of a company are important. A key measure is the
ability to grow book value plus dividends per share at a meaningful rate
over an extended period. In recent years the Adviser has used a target
measure of 15% per year compounded over rolling five-year periods.
o A company's ability and willingness to raise dividends regularly is
valued.
o The Adviser seeks out companies with superior management.
o As a general rule, the Adviser attempts to buy shares of companies when
their prices are temporarily out of favor or their valuation is lower than
that of securities generally.
The Adviser purchases securities for the Trust primarily for investment, rather
than with a view to trading profits. Accordingly, the Trust expects to have a
low rate of portfolio turnover and associated trading costs, which should result
in a lower current tax burden for shareholders compared to investing in a fund
with higher turnover. The average portfolio turnover ratio was 6.2% over the
past five years.
RISKS OF INVESTING IN INSURANCE AND FINANCIAL SERVICES COMPANIES
In addition to the general market, economic, and political risks of investing in
stocks, some of which are described in "Principal Investment Risks" above,
the Trust's principal investment strategies expose investors to the particular
risks of investing in the insurance and financial services industries. Various
factors directly affect the value of insurance and banking stocks. These
include:
o marketing competition
o pricing of products
o general economic conditions
o claims activity
o changes in interest rates
o governmental regulation.
Particular types of insurance companies will be affected by different risk
factors. For example:
o exposure to natural disasters and other catastrophes may reduce the
earnings of property-casualty insurance companies
o changing mortality and morbidity rates affect life and health insurer
profits.
Individual companies may be adversely affected by inadequate reserves or the
inability to collect from reinsurance carriers. Risks also exist in the nature
and degree of governmental regulation of the companies in which the Trust may
invest. For example:
o Rate regulation or tax law changes may adversely affect insurance
companies.
o The lowering of historical regulatory barriers between insurance and
banking companies presents challenges to management of these companies
that may adversely affect their performance.
In addition, insurance companies may suffer claims as a result of the Year 2000
problems of their insureds. Accordingly, you should understand that the Year
2000 issue may have a material adverse effect on the insurance companies held in
the portfolio.
MANAGEMENT OF THE TRUST
Century Capital Management, Inc. is the Trust's investment adviser. The
Adviser's address is One Liberty Square, Boston, Massachusetts 02109. The
Adviser, which is owned by its officers and certain related persons, was
organized in April 1992, and became the Trust's investment adviser on July 1,
1994. Before that date and since the Trust's inception in 1928, the Trust was
internally managed under the direction of its Trustees. The Adviser also is the
investment adviser to Century Small Cap Select Fund, a registered investment
company, as well as limited partnerships the investors in which are primarily
institutions.
The Adviser has discretionary authority to invest the Trust's assets. The
Trust's investments are managed by an investment committee of individuals who
are officers of the Adviser. The Adviser also performs (or arranges for the
performance of) certain management and administrative services necessary for the
Trust's operation. Such services include providing office space, equipment and
facilities, supervising relations with service providers (such as the Trust's
custodian, transfer agent, accountants and attorneys), preparing shareholder
communications, conducting shareholder relations, maintaining the Trust's
existence and records, and maintaining the Trust's registration and
qualification for sale of its shares.
The Trust pays the Adviser a fee, monthly in arrears, based on a percentage of
the Trust's net asset value. For the year ended December 31, 1999, the aggregate
fee paid to the Adviser was 0.66% of average net assets.
SHAREHOLDER INFORMATION
PRICING OF TRUST SHARES
The price of Trust shares is based on the Trust's daily net asset value. Net
asset value is the market value of the Trust's investments plus cash,
receivables and any other Trust assets, less liabilities. (Market value is the
closing (last sale) price on the principal exchange for securities listed on
national exchanges and the bid price for unlisted securities.) The Trust's net
asset value divided by the number of shares outstanding is the net asset value
per share.
The net asset value per share is computed by the Trust's custodian bank, State
Street Bank and Trust Company, as of the close of trading on the New York Stock
Exchange (normally 4:00 p.m., New York City time) each day that the Exchange is
open for trading. The New York Stock Exchange is closed on national holidays
(except Columbus Day and Veterans' Day) and Good Friday. Net asset value would
be computed on other days if there were a sufficient degree of trading in the
Trust's portfolio securities that current net asset value might be materially
affected. The price at which you purchase or redeem Trust shares is the net
asset value per share as next determined after you place your order.
PURCHASING SHARES
You may purchase shares of the Trust by check or wire transfer. If you are
already a shareholder, you may purchase additional shares by telephone. The
Trust is a "no-load" fund, so you pay no sales commissions on a purchase
directly from the Trust. The minimum initial investment is $1,000; the minimum
investment for subsequent purchases is $50.
Delivery Instructions. To make an initial investment, you must complete and sign
the Application to purchase shares and deliver it with your payment as follows:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Shares Trust Boston Financial Data Services
P.O. Box 8329 Attention: Century Shares Trust
Boston, MA 02266-8329 66 Brooks Drive
Braintree, MA 02184
Your purchase request will be completed and your shares will be purchased at the
net asset value per share next computed after the Trust receives your
Application and investment in proper form.
Purchases by Check. You should make your check payable to Century Shares Trust
for the requested purchase amount. The Trust will not accept cash, third party
checks, or checks drawn on banks located outside of the United States. If your
purchase order for shares is cancelled because your check does not clear, you
will be responsible for any loss incurred by the Trust; existing shareholders
may have shares redeemed from their account to reimburse any loss.
Wire and Electronic Transfers. You may purchase shares by having your bank send
a wire transfer to the Trust's custodian bank. Your bank may charge you a fee
for a wire transfer. If you wish to send a wire transfer, notify us before the
funds are wired by telephone: 800-303-1928 or 617-482-3060. Use the following
wire transfer instructions:
State Street Bank and Trust Company
ABA # 011000028; DDA # 99046583
Credit Century Shares Trust
[insert your Shareholder Registration Name and Account Number]
You may purchase additional shares of the Trust by having your bank account
automatically drafted on a periodic basis. For more information and to receive
the documentation required for this program, call the Trust.
Telephone Purchases. If you currently have an active account, you may make
subsequent investments by telephone in accordance with policies established by
the Trust. You can call us at 800-303-1928 or 617-482-3060 to inquire about a
telephone purchase or to place your order. The purchase price will be the net
asset value per share next computed after receiving your order. Payment for
shares purchased by telephone must be received within seven days or the order is
subject to cancellation. At its discretion, the Trust may accept telephone
orders from non-shareholders or securities dealers.
Transactions Through Intermediaries. You may purchase or redeem shares of the
Trust through intermediaries such as certain broker-dealers, "fund
supermarkets," banks, investment professionals, retirement accounts or other
vehicles. An intermediary may charge you a fee for its service, and it may have
procedures for purchasing and redeeming shares and account features differing
from those that would apply if you deal directly with the Trust.
An intermediary may be a designated agent of the Trust. If so, orders it accepts
at any time until the daily computation of the Trust's net asset value per share
would receive that price. The agent will segregate orders received on a business
day after the daily computation time and transmit those orders to the Trust
separately for execution at the net asset value next computed after that
business day.
General Policies. The Trust reserves the right to reject any order to purchase
shares. In particular, the Trust may reject orders from investors whose trading
practices are not considered to be consistent with the long-term investment
objectives of the Trust. If your order to purchase shares is accepted and
processed, you may not cancel or revoke the purchase, but you may redeem the
shares purchased.
REDEEMING SHARES
You may redeem shares of the Trust by sending a written request for redemption
to the Trust. The request should be delivered as follows:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Shares Trust Boston Financial Data Services
P.O. Box 8329 Attention: Century Shares Trust
Boston, MA 02266-8329 66 Brooks Drive
Braintree, MA 02184
In your written request, you must (1) indicate the number of shares or dollar
amount to be redeemed, (2) provide your shareholder account number, and (3) have
each record owner sign the request exactly as the shares are registered (e.g., a
trustee or custodian must sign as such). The Trust does not permit redemption by
telephone (except in limited circumstances as described below), fax, or email.
You also may redeem shares through intermediaries as described above in
"Purchasing Trust Shares."
Redemption orders are processed at the net asset value per share next computed
after the Trust receives your order in good form. The price you receive in a
redemption may be more or less than the price you paid when you purchased your
shares and may result in a taxable capital gain or loss.
Required Documentation. Certain redemption requests must include a signature
guarantee, which is an established commercial practice designed to protect you
and the Trust from fraud. You must include a signature guarantee if: (1) you
wish to sell more than $10,000 worth of shares, (2) you wish to have the
redemption proceeds sent to an address different than that registered in your
account, (3) you have changed your registered address within the last 60 days,
or (4) you wish to have the redemption proceeds made payable to a person who is
not the registered account owner. The signature guarantee must apply to the
signature of each record owner on your account. You may obtain a signature
guarantee from a participant in the Medallion signature guarantee program, such
as a bank, credit union, or securities broker-dealer. A notary public cannot
provide a signature guarantee.
Shares owned by corporations, trusts, partnerships, estates or other entities
are subject to special rules regarding documentation required for redemption.
These shareholders should call the Trust at 800-303-1928 or 617-482-3060 to
obtain specific instructions for their situation.
Payment for Redeemed Shares. Your redemption will normally be paid by check sent
to you not later than seven days from the effective redemption date.
The Trust may reduce the redemption price by an amount up to 1%, but has never
done so. If such a redemption fee were imposed in the future, the Trust would
give prior notice to all shareholders. The Trust may announce redemption
policies and procedures that might, for example, apply any redemption fee
selectively based on the length of time of share ownership, or the size of
shareholder account or redemption amount.
The Trust is permitted to deliver assets in kind (in whole or in part) instead
of cash for large redemptions. This election might apply if, over any 90-day
period, any one shareholder redeemed shares for an amount in excess of $250,000
or 1% of the total net asset value of the Trust, whichever is less. A
shareholder receiving a redemption in kind may incur brokerage costs in
converting securities received into cash.
Possible Redemption Delays. If you have recently purchased shares by check and
you wish to redeem those shares, the Trust may delay payment of the redemption
proceeds to you until the check has cleared, which may take up to 15 calendar
days from the purchase date.
As with all mutual funds, the Trust may suspend redemptions and defer payment
when the New York Stock Exchange is closed (other than weekends or holiday) or
trading on that Exchange is restricted, as permitted by the Securities and
Exchange Commission, or during any emergency making it impractical for the Trust
to dispose of its securities or value its assets.
Exchange Privilege. You are permitted to redeem shares by telephone for the sole
purpose of using the redemption proceeds to purchase shares of Century Small Cap
Select Fund ("CSCSF"), an open-end investment company also managed by the
Adviser. Your redemption price for shares of the Trust and purchase price for
shares of CSCSF will be the net asset value per share for each fund next
computed after we receive your request; you will not be charged any additional
fees for these transactions. You may incur taxable gain or loss on the
redemption of Trust shares. The Trust and its transfer agent will use reasonable
procedures to confirm the identity of shareholders and the authenticity of
exchange instructions, including requiring personal identification, but will not
be liable for following instructions communicated by telephone that are
reasonably believed to be genuine. This privilege is automatically available to
you without any further action on your part; however, the following procedures
and restrictions apply:
o all shares of CSCSF purchased with redemption proceeds must be
registered in the same name, address, and taxpayer identification
number as the shares of the Trust being redeemed;
o you should read CSCSF's current prospectus before purchasing CSCSF
shares with redemption proceeds;
o you may purchase CSCSF shares only if you reside in a state where
shares are authorized for purchase;
o if you have recently purchased Trust shares, your purchase of CSCSF
shares will be effected only after your purchase check has cleared
(which may take up to 15 days from purchase);
o income dividends and capital gains distributions for your new CSCSF
shares will be treated in the same manner as they have been treated for
your Trust shares, unless you change your choice in writing; and
o this exchange privilege is subject to the Trust's right to suspend
redemptions as described above.
The Trust may modify or terminate this privilege at any time without prior
notice.
If you wish to utilize this exchange privilege, please telephone shareholder
services at 1-800-303-1928. If you are unable to reach us by telephone, please
contact the Trust by writing to the addresses provided in this Prospectus.
SHAREHOLDER ACCOUNT
The Trust bears the cost to maintain your shareholder account. However, the
Trust may charge you a fee to cover its additional costs if you request a
duplicate confirmation statement of a transaction or a historical transcript of
your account. The Trust reserves the right on 60 days' prior written notice to
impose charges to cover other administrative costs.
You will not receive share certificates from the Trust unless you specifically
request them in writing. If you do hold issued certificates, they must be
returned to the Trust with a redemption request for the shares they represent.
If you lose issued certificates, you must pay for a surety bond obtained by the
Trust on your behalf for the Trust's protection.
Because small accounts 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 you. The Trust will notify you
before doing so in order to allow you to increase your account balance above the
minimum level.
You should communicate changes of address or other account information to the
Trust at:
By Regular Mail By Overnight Express or Hand Delivery
--------------- -------------------------------------
Century Shares Trust Boston Financial Data Services
P.O. Box 8329 Attention: Century Shares Trust
Boston, MA 02266-8329 66 Brooks Drive
Braintree, MA 02184
DIVIDENDS AND DISTRIBUTIONS
The Trust distributes to shareholders its net investment income in the form of
income dividends. Net investment income represents the dividends, interest and
other income earned from its investments, less its expenses. The Trust normally
makes income dividend payments in June and December.
The Trust also distributes to shareholders its net realized capital gains in the
form of capital gain distributions. These distributions represent capital gains
realized by the Trust on its investments, less any capital losses. The capital
gain distribution is normally made in December.
The Trust will reinvest your income dividends and capital gain distributions in
additional shares of the Trust unless you choose one of the following options:
o Income Option - you will receive income dividends in cash and have capital
gain distributions reinvested; or
o Cash Option - you will receive both income dividends and capital gain
distributions in cash.
You should indicate your choice in the Application you complete with your
initial share purchase. You may change your choice at any time by writing the
Trust.
TAX CONSEQUENCES
If your shares are not held in a tax-advantaged retirement account, you should
be aware of the following federal tax implications.
Income dividends and capital gains distributions are generally subject to
federal income tax, and may also be subject to state or local taxes. Capital
gain distributions may be taxable at different rates, depending on the length of
time the Trust holds its assets. At the present time, for federal tax purposes
both income dividends and short-term capital gains distributions are taxable to
you as ordinary income. Long-term capital gain distributions are generally
taxable to you as long-term capital gains regardless of the length of time you
have owned Trust shares. Any taxable distributions you receive will generally be
taxable whether you receive them in cash or reinvest them in shares of the
Trust.
o If you purchase shares of the Trust shortly before a distribution, you will be
"buying a dividend" and you will effectively receive back a portion of your
investment in the form of a taxable income dividend or capital gains
distribution.
When you redeem shares, including for purposes of purchasing shares in CSCSF,
you may realize a taxable capital gain or loss for federal income tax purposes.
You will realize a taxable capital gain if the price you receive on redemption
is greater than the cost of the shares that you redeem.
This is only a summary of certain federal income tax consequences. You should
consult your tax advisor about state and other taxes, as well as your particular
tax situation.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Trust's
financial performance for the past 5 years. Certain information reflects
financial results for a single Trust share. The total returns in the table
represent the rate than an investor would have earned (or lost) on an investment
in the Trust (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, whose report, along with
the Trust's financial statements, are included in the Trust's annual report,
which is available upon request.
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of year $44.66 $44.66 $31.30 $28.07 $21.77
Income (Loss) from Investment Operations:
Net investment income $ 0.42 $ 0.41 $ 0.39 $ 0.46 $ 0.41
Net realized and unrealized gain (loss) (6.05) 2.71 15.25 4.34 7.22
------ ------ ------ ------ ------
Total from investment operations $(5.63) $ 3.12 $15.64 $ 4.80 $ 7.63
Less Distributions From:
Net investment income $(0.40) $(0.40) $(0.38) $(0.46) $(0.41)
In excess of net investment income (0.01) -- -- -- --
Net realized gain on investment
transactions (4.30) (2.72) (1.90) (1.11) (0.92)
------ ------ ------ ------ ------
Total distributions $(4.71) $(3.12) $(2.28) $(1.57) $(1.33)
Net Asset Value, end of year $34.32 $44.66 $44.66 $31.30 $28.07
====== ====== ====== ====== ======
Total Return (12.38)% 7.00% 50.13% 17.16% 35.23%
Ratios/Supplemental Data:
Net assets, end of year (in millions) $ 310 $415 $ 415 $ 271 $ 267
Ratio of expenses to average net assets 0.82% 0.78% 0.82% 0.87% 0.94%
Ratio of net income to average net assets 1.00% 0.88% 1.04% 1.58% 1.60%
Portfolio Turnover Rate 11% 6% 6% 3% 5%
</TABLE>
<PAGE>
HOW TO OBTAIN MORE INFORMATION
A Statement of Additional Information ("SAI") for the Trust dated April 30,
2000, includes additional information about the Trust. The SAI is incorporated
by reference into this Prospectus. Information about the Trust's investments is
also available in its annual and semi-annual reports to shareholders. The
Trust's most recent annual report provides a discussion of the market conditions
and investment strategies that significantly affected the Trust's performance
during its last fiscal year.
The SAI and the Trust's annual and semi-annual reports and other information are
available, without charge, upon request to the Trust. Investors may contact the
Trust by calling 1-800-321-1928, by sending e-mail to "[email protected]" or
by writing to:
Century Shares Trust
One Liberty Square
Boston, Massachusetts 02109
Information about the Trust (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be obtained
by calling the Commission at 1-202-942-8090. Reports and other information about
the Trust are available on the EDGAR Database on the Commission's Internet site
at http://www.sec.gov; copies of this information may be obtained, upon payment
of a duplicating fee, by electronic request at [email protected], or by writing
the Commission's Public Reference Section, Washington, D.C. 20549-6009.
Investment Company Act File Number 811-00019
<PAGE>
CENTURY SHARES TRUST
One Liberty Square
Boston, Massachusetts 02109
800-321-1928 or 617-482-3060
[email protected]
PART B
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2000
This Statement of Additional Information supplements the Trust's Prospectus
dated April 30, 2000. You may obtain a copy of the Prospectus free of charge by
writing, calling or sending an email to the Trust. This Statement of Additional
Information is not a Prospectus.
-----------------------------
TABLE OF CONTENTS
The Trust.................................................................... 2
Management of the Trust...................................................... 3
Control Persons and Principal Holders of Securities.......................... 5
Investment Advisory and Other Services....................................... 5
Brokerage Allocation and Other Practices..................................... 6
Capital Stock and Other Securities........................................... 6
Purchase, Redemption and Pricing of Shares................................... 6
Taxation of the Trust........................................................ 7
Calculation of Performance Data.............................................. 8
Financial Statements......................................................... 8
-----------------------------
THE TRUST
Century Shares Trust is a "Massachusetts trust" organized under the laws of
Massachusetts in March 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.
The Trust operates as a diversified, open-end management investment company.
In pursuing its investment objectives described in the Prospectus, the Trust may
invest in stock of the types of entities described in the Prospectus and holding
companies or subsidiaries of such entities, as well as in securities convertible
into or exercisable for such stock. The Trust also may invest in debt
instruments of domestic governmental and non-governmental issuers of investment
grade at the time of purchase.
The Trust may not:
o issue senior securities;
o borrow money, except temporary borrowing that does not cause the outstanding
indebtedness of the Trust to exceed 10% of its gross assets (valued at
market) or of its liquidating value, whichever is lower (Any temporary
borrowings also would be subject to the 300% asset coverage requirement of
the Investment Company Act of 1940. If the Trust were to borrow temporarily,
this could require it to liquidate portfolio securities at a disadvantageous
time.);
o act as underwriter of securities;
o invest more than 5% of its gross assets (valued at market) in the securities
of any one issuer
o hold more than 10% of any class of the securities of any one issuer;
o purchase or sell real estate, commodities, or commodity contracts, except in
satisfaction of a debt or in connection with a merger, consolidation,
reorganization, or other activities of the Trust;
o make loans;
o invest in debt securities other as described above;
o invest in the securities of other investment companies, except by purchase in
the open market that does not require any commission or result in any profit
to an underwriter or dealer, other than customary brokers' commissions;
o invest in the securities of companies that have a record (including the
record of any predecessors) of fewer than three years' continuous operation;
o invest for the purpose of exercising control or management;
o purchase securities on margin or sell short; or
o purchase or retain in its portfolio any securities of an issuer if the
officers or Trustees of the Trust that own beneficially more than 0.5% of the
securities of such issuer together own more than 5% of the securities of such
issuer.
The principal investment objectives of the Trust and the limitations listed
above may not be changed without the vote or written approval of a majority of
the outstanding shares of the Trust
Additionally, the Trustees currently have a policy that will not allow
investments in convertible securities to exceed 5% of total investments.
MANAGEMENT OF THE TRUST
The Trustees named below are responsible for setting policy and overseeing the
Trust's activities. The Trustees hire and supervise the performance of the
companies that provide services to the Trust, such as the investment adviser,
the independent accountants, and the custodian. The Trustees elect their
successors.
The following table provides information regarding each Trustee and officer of
the Trust:
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD WITH TRUST PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
--------------------- --------------------------- -------------------------------------------
<S> <C> <C>
William O. Bailey Trustee o Terra Nova (Bermuda) Holdings Ltd.,
7 Victoria Street Chairman, President & CEO (insurance holding
Hamilton Bermuda company)
Age: 73 o Century Small Cap Select Fund, Trustee
(investment company)#
o MBIA, Inc., Former Director and CEO
(insurance company)
o RamRe, Inc., Director
(financial guaranty insurance)
John E. Beard Trustee o Ropes & Gray, Partner (attorneys)
One International Place o Century Small Cap Select Fund, Trustee
Boston, Massachusetts (investment company)#
Age: 67
William W. Dyer, Jr.* Trustee o Century Capital Management, Inc., Director and Former Managing
One Liberty Square (Prior to July 1994, also Director (investment adviser)#
Boston, Massachusetts Vice President) o Century Small Cap Select Fund, Trustee
Age: 65 (investment company)#
o CCP Capital, Inc., Director and
Vice President (management services)#
o CCP Capital II, LLC, Managing Member
(management services)#
Allan W. Fulkerson* Chairman of the Trustees o Century Capital Management, Inc., President
One Liberty Square and Director (investment adviser)#
Boston, Massachusetts o Century Small Cap Select Fund, Chairman of the Trustees
Age: 66 (investment company)#
o CCP Capital, Inc., President and Director
(management services)#
o CCP Capital II, LLC, Managing Member
(management services)#
o Massachusetts Fiduciary Advisors, Inc.,
President and Director (investment adviser)#
Ernest E. Monrad Trustee o Northeast Investors Trust, Chairman of the
50 Congress Street Trustees (investment company)
Boston, Massachusetts o Century Small Cap Select Fund, Trustee
Age: 69 (investment company)#
Michael J. Poulos Trustee o Western National Corporation (holding
3 Riverway Plaza company) and Western National Life Insurance
Houston, Texas Company, Retired Chairman, President and Chief
Age: 69 Executive Officer
o Century Small Cap Select Fund, Trustee
(investment company)#
Jerry S. Rosenbloom Trustee o The Wharton School, University of
304 Colonial Penn Center Pennsylvania, Professor of Insurance and Risk
3641 Locust Walk Management
Philadelphia, Pennsylvania o Century Small Cap Select Fund, Trustee
Age: 61 (investment company)#
Alexander L. Thorndike* Trustee o Century Capital Management, Inc.,
One Liberty Square Managing Director (investment adviser)#
Boston, Massachusetts o Century Small Cap Select Fund, Trustee and
Age: 34 Vice President (investment company)#
o CCP Capital II, LLC, Managing Member
(management services)#
o William Blair and Company LLC,
Analyst (broker-dealer)
Richard F. Cook, Jr. Secretary o Century Capital Management, Inc., Managing
One Liberty Square Director, Treasurer, Clerk and Director (investment adviser)#
Boston, Massachusetts o Century Small Cap Select Fund, Secretary
Age: 49 (investment company)#
o CCP Capital, Inc., Vice President,
Treasurer, Clerk and Director (management
services)#
o CCP Capital II, LLC, Managing Member
(management services)#
o Massachusetts Fiduciary Advisors, Inc.,
Senior VP, Treasurer and Clerk (investment
adviser)#
- -------------
* Indicates Trustees who are interested persons of the Trust.
# Indicates a position with an entity that may be deemed an "affiliated person" of the Trust.
</TABLE>
Messrs. Fulkerson, Dyer, Thorndike, and Cook are affiliated with the
Adviser and receive no compensation from the Trust. The remaining Trustees of
the Trust received the compensation shown below from the Trust and from Century
Small Cap Select Fund (also managed by the Adviser) with respect to the Trust's
fiscal year ending December 31, 1999.
PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS ACCRUED FROM TRUST
NAME OF PERSON, COMPENSATION AS PART OF TRUST AND FUND COMPLEX
POSITION FROM THE TRUST EXPENSES (1) PAID TO TRUSTEES
-------- -------------- ------------ ----------------
William O. Bailey, $18,000 -- $18,000
Trustee
John Beard, $20,000 -- $20,000
Trustee
Ernest E. Monrad, $20,000 -- $20,000
Trustee
Michael J. Poulos, $20,000 -- $20,000
Trustee
Jerry S. Rosenbloom, $18,000 -- $18,000
Trustee
(1) The Trust neither sponsors nor pays pension or retirement benefits to
Trustees or officers of the Trust.
Both the Trust and the Adviser have adopted codes of ethics under Rule 17j-1 of
the Investment Company Act of 1940. Both codes of ethics permit personnel of the
Trust and the Adviser, subject to the codes, to invest in securities, including
securities that may be purchased or held by the Trust.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 18, 2000, the Trustees and officers as a group owned less than 1%
of the outstanding shares of the Trust. As of April 18, 2000, Charles Schwab &
Co. Inc., 101 Montgomery Street, San Francisco, CA, 94104 was the record owner
of two accounts with a combined share balance equal to approximately 7.0% 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 18,
2000, CUDD & Co., c/o Chase Manhattan Bank, N.A., 1211 Sixth Avenue, New York,
NY, 10036-8701 was the record owner of an account with a share balance equal to
approximately 6.1% of the Trust's outstanding shares.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser. Century Capital Management, Inc., the Trust's investment
adviser, is solely owned by its officers and certain related persons. Allan W.
Fulkerson, who exercises voting control over the Adviser, is both Chairman of
the Trustees of the Trust and President and a Director of the Adviser. William
W. Dyer, Jr., is a Trustee of the Trust, and serves as a Director of the
Adviser. Richard F. Cook, Jr., Secretary of the Trust, serves as a Managing
Director and Director of the Adviser.
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 (0.7%) of the first $250
million and six-tenths of one percent (0.6%) of the amount exceeding $250
million, of the net asset value of the Trust at the end of each month. The
Trust's advisory agreement with the Adviser provides that the Adviser's fee will
be reduced by an amount necessary to prevent the Trust's aggregate expenses from
exceeding the most restrictive of the expense limitation imposed by any state
securities commission in states in which the Trust's shares are registered or
qualified for sale. For the years 1999, 1998 and 1997, the Trust paid the
Adviser total fees of $2,418,933, $2,776,322 and $2,281,155, respectively.
As investment adviser to the Trust, the Adviser acts with discretionary
authority to invest the Trust's assets. The Adviser also performs (or arranges
for performance of) certain management and administrative services necessary for
the operation of the Trust. These services include providing office space,
equipment and facilities, supervising relations with the Trust's custodian,
transfer agent, accountants, attorneys and other third-party service providers,
preparing shareholder communications, 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 allocated cost of the Adviser's employees'
providing shareholder, transfer agent and accounting services to the Trust. The
Trust pays its other 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 in the Declaration
of Trust of 1.5% of average quarterly net assets up to $30,000,000 and 1% of
average net quarterly assets over that amount.
Transfer Agent and Dividend Paying Agent. State Street Bank and Trust Company,
through its subsidiary Boston Financial Data Services, Inc., 66 Brooks Drive,
Braintree, Massachusetts, acts as the Trust's transfer agent and dividend
paying agent. Charles Schwab Trust Company, 101 Montgomery Street, San
Francisco, CA 94104 may act as transfer agent with respect to certain retirement
plans of which it is trustee.
Custodian. State Street Bank and Trust Company, One Heritage Drive, North
Quincy, Massachusetts, acts as the custodian of the Trust's cash and investment
securities. The custodian also is responsible for receipt and delivery of the
Trust's investment securities, as well as other matters specified in the
custodial agreement.
Accountants. Deloitte & Touch LLP, 200 Berkeley Street, Boston, Massachusetts,
acts as the independent accountants for the Trust. The independent accountants
are responsible for auditing the Trust's financial statements.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Trust's portfolio transactions are executed by broker-dealers and banks
selected by the Adviser. During the years 1999, 1998 and 1997, brokerage
commissions were $159,319, $33,953 and $28,059, respectively. The higher
commissions in 1999 compared with the prior two years resulted from more
transactions requiring brokerage payments during that year.
The Adviser selects broker-dealers to execute Trust investment transactions
based on many factors, including the size and type of the transaction, the
reputation, experience, and quality of services rendered by the broker-dealer in
other transactions, and the reasonableness of the commission, if any. Execution
at the most favorable prices and in the most effective manner possible are the
primary considerations. To minimize brokerage charges, the Adviser seeks to
execute portfolio transactions with a primary market maker in over-the-counter
transactions, except in those circumstances where better prices and execution
are available elsewhere. Purchases from market makers or other dealers will
include the spread between the bid and the asked price.
When more than one broker-dealer firm meets the foregoing criteria for a
particular transaction, the Adviser may give consideration to those firms that
supply research services that may contribute to the overall performance of the
Trust and of the Adviser's other client accounts, and not all of these services
may be used in connection with the Trust. The research services may include
analysis, quotations and statistical or other information, and the Adviser may
at times pay a higher commission rate than might have been available elsewhere
in recognition of the value of such services; however, the transaction will
always meet the Adviser's overall criteria for obtaining best execution.
Investment decisions for the Trust are made independently from those for other
clients of the Adviser and suitability is always a paramount consideration.
Nevertheless, it is possible that at times the same securities will be
acceptable for the Trust and for one or more other client accounts. The Adviser
or its personnel may have interests in one or more of those client accounts. The
Adviser has adopted allocation procedures designed to allocate securities and
prices fairly between the Trust and the Adviser's various other accounts.
CAPITAL STOCK AND OTHER SECURITIES
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.
Shares have no preemptive rights and are fully paid and non-assessable. Shares
may be redeemed at any time at net asset value. The Trust may redeem shares in
any account valued at less than $500 after any redemption by the shareholder to
minimize the disproportionately high administrative costs associated with small
account balances.
SHAREHOLDERS HAVE NO RIGHT TO VOTE IN THE SELECTION OF 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); PROVIDED THAT THE
DECLARATION OF TRUST MAY BE AMENDED OR TERMINATED WITH THE WRITTEN CONSENT OF
THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES.
The Trust may create and issue additional series of shares, subject to the
Investment Company Act of 1940, 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 Trusts, 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.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Purchase and Redemption of Shares. The Trust offers its shares directly to the
public without any sales charge, as described in the Prospectus. The shares also
may be purchased through broker-dealers, banks, and "fund supermarkets," which
may charge a fee for this service. The Trust may from time to time issue its
shares in exchange for securities held in the portfolio of another investment
company, trust, or securities owner. Such a transaction would generally involve
the issuance of trust shares at net asset value, based upon the value of the
securities acquired.
A broker-dealer or other intermediary may be a designated agent of the Trust. If
so, orders that it accepts for the purchase of shares at any time until the
daily computation of the Trust's net asset value would receive that value as the
purchase price per share. (The agent would then segregate any orders received
after the daily computation and transmit those separately to the Trust for
execution at the net asset value as determined at the end of the next trading
day.) A purchase made through an intermediary that is not a designated agent of
the Trust is made at the net asset value next determined after the order is
actually received by the Trust.
Share redemptions may be made directly from the Trust or through an
intermediary, which may charge a fee for the service. In addition, as described
in the Trust's prospectus dated April 30, 2000, the Trust permits shareholders
to redeem by telephone for the sole purpose of using the redemption proceeds to
purchase shares of Century Small Cap Select Fund. The Trust is authorized to
reduce the redemption price by up to one percent, but has never done so. The
Trust has the right to suspend redemption when the New York Stock Exchange is
closed (other than on weekends or holidays) or trading on the New York Stock
Exchange is restricted during any period permitted by order of the Securities
and Exchange Commission for the protection of investors.
The 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 in cash.
Offering Price. The offering price of the Trust's shares is the net asset value
per share. Net asset value of the Trust is determined by the Trust's custodian
as described in the Prospectus. Equity securities traded on a national
securities exchange or Nasdaq are valued at the last sale price on the national
securities exchange on which such securities are primarily traded or Nasdaq, as
the case may be. Securities for which there were no transactions on a given day
or securities not listed on an exchange or Nasdaq are valued at the most recent
bid prices. Other exchange-traded securities (generally foreign securities) will
generally be valued based on market quotations.
Short-term obligations, maturing in 60 days or less, are valued at amortized
cost, which approximates value. Other debt securities are valued by a pricing
service that utilized electronic date processing techniques to determine values
for normal institutional-sized trading units of debt securities without regard
to sale or bid prices when such techniques are believed to more accurately
reflect the fair market value for such securities. Otherwise, sale or bid prices
are used. Any securities or other assets for which market quotations are not
readily available are valued at fair value as determined in good faith by the
Trustees of the Trust.
Securities quoted in foreign currency, if any, are valued in U.S. dollars at the
foreign currency exchange rate prevailing at the time the net asset value per
share is determined.
TAXATION OF THE TRUST
For 1999, the Trust qualified as a "regulated investment company" under the
Internal Revenue Code and it intends to be so qualified throughout 2000. This
special tax status means that the Trust will not be liable for federal tax on
income and capital gains distributed to shareholders. In order to preserve its
tax status, the Trust must comply with certain requirements. If the Trust fails
to meet these requirements in any taxable year, it will be subject to tax on its
taxable income at corporate rates, and all distributions from earnings and
profits, including any distributions of net tax-exempt income and net long-term
capital gains, will be taxable to shareholders as ordinary income. In addition,
the Trust could be required to recognize unrealized gains, pay substantial taxes
and interest, and make substantial distributions before regaining its tax status
as a regulated investment company.
CALCULATION OF PERFORMANCE DATA
The Trust may from time to time present its investment performance in
advertisements, shareholder reports or other communications. In those
communications, the Trust may compare its performance to (a) indexes of groups
of unmanaged stocks, such as the Standard and Poor's Stock Indexes and the Dow
Jones Averages, (b) indexes of mutual funds prepared by independent
organizations such as Lipper Analytical Services, Inc. and Morningstar, and (c)
the Consumer Price Index demonstrating changes in the average cost of living.
The investment performance of the Trust 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 Trust
Forecaster, No Load Trust X, The Value Line Mutual Trust Survey, The Wall Street
Journal, and Wiesenberger Investment Companies Service, and such information may
also be presented.
An investment in shares of the Trust with all dividends reinvested 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, 1999 (12.38)%
Five Years Ending December 31, 1999 17.40%
Ten Years Ending December 31, 1999 12.63%
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.
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).
FINANCIAL STATEMENTS
The Trust's financial statements appearing in the Trust's annual report for 1999
and the report thereon of Deloitte & Touche LLP, independent accountants, also
appearing therein, are incorporated by reference into this Statement of
Additional Information. You may obtain a copy of the annual report without
charge upon request to the Trust.
<PAGE>
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) Copy of Declaration of Trust as amended to July 1, 1994, filed as
Exhibit 23(a) with the Seventy-Third Post Effective Amendment to
Registration Statement No. 2-11466, is incorporated herein by
reference.
(b) None.
(c) None.
(d) Copy of Investment Advisory and Management Services Agreement between
the Trust and Century Capital Management, Inc., effective July 1,
1994, filed as Exhibit 23(d) with the Seventy-Second Post Effective
Amendment to Registration Statement No. 2-11466, is incorporated
herein by reference.
(e) Not applicable.
(f) Not applicable.
(g) Copy of the Custodian Contract, dated as of November 1, 1993, between
State Street Bank and Trust Company and the Trust, filed as
Exhibit 23(g) with the Seventy-Second Post Effective
Amendment to Registration Statement No. 2-11466, is incorporated
herein by reference.
(h) 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 23(h) with the Seventy-Second Post Effective
Amendment to Registration Statement No. 2-11466, is incorporated
herein by reference.
(i) (1) Opinion of Palmer & Dodge LLP as to legality of shares being
registered, filed as Exhibit 10 with the Seventy-First Post
Effective Amendment to Registration Statement No. 2-11466, is
incorporated herein by reference.
(2) Consent of Palmer & Dodge LLP, filed herewith as
Exhibit 23(i)(2).
(j) Written consent of certified public accountants, filed herewith as
Exhibit 23(j).
(k) None.
(l) None.
(m) None.
(n) None.
(p) (1) Code of Ethics of Century Shares Trust, filed herewith as
Exhibit 23(p)(1),
(2) Code of Ethics of Century Capital Management Inc., filed herewith
as Exhibit 23(p)(2).
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE TRUST.
There are no subsidiaries of, or other 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.
State of
Person Organization Basis of Control
Century Capital Management, Inc. MA Ownership of more than 25% of
voting stock by Allan W.
Fulkerson, a Trustee of the
Trust.
Century Small Cap Select Fund MA Century Capital Management,
Inc. is the investment adviser
of Century Small Cap Select
Fund.
CCP Capital, Inc. MA Ownership of more than 25% of
voting stock by each of
Messrs. Fulkerson and William
W. Dyer, Jr., a Trustee of the
Trust.
CCP Capital II, LLC DE Ownership of more than 25% of
member interests by Mr.
Fulkerson and affiliates.
Massachusetts Fiduciary MA Ownership of more than 25% of
Advisors, Inc. voting stock by Mr. Fulkerson.
MFA-MASTERS Limited Partnership MA Massachusetts Fiduciary
Advisors, Inc. is the general
partner of MFA-MASTERS Limited
Partnership.
ISF Limited Partnership MD Century Capital Management,
Inc. is the general partner of
a general partner of ISF
Limited Partnership.
Century Capital Partners, L.P. DE CCP Capital, Inc. is the
general partner of, and
Century Capital Management,
Inc. is the investment adviser
to, Century Capital Partners,
L.P.
Century Capital Partners II, L.P. DE CCP Capital II, LLC is the
general partner of, and
Century Capital Management,
Inc. is the investment adviser
to, Century Capital Partners
II, L.P.
Century Merchant Bankers LLC MD Century Capital Management,
Inc. and Mr. Fulkerson are the
sole members.
ITEM 25. INDEMNIFICATION.
Paragraphs 7 and 12 of the Trust'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. Nothing 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 Trust
pursuant to the foregoing provisions, or otherwise, the Trust has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding), is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Trust will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Century Capital Management, Inc. (the "Adviser") is the investment adviser to
two investment limited partnerships.
During the Trust's last two fiscal years, the directors and officers of the
Adviser have been associated with the entities and in the capacities listed
opposite each such director's or officer's name in the following table.
<PAGE>
<TABLE>
<CAPTION>
Name/
Current Position(s) Other
With Adviser Associated Company Address Position
- -------------------- ------------------ ------------------ ---------
<S> <C> <C> <C>
Allan W. Fulkerson Century Capital One Liberty Square President, Director
President, Director Management, Inc. Boston, MA
Massachusetts Fiduciary One Liberty Square President, Director
Advisors, Inc. Boston, MA
Century Shares Trust One Liberty Square Chairman, Trustee
Boston, MA
Century Small Cap Select One Liberty Square Chairman, Trustee
Fund Boston, MA
Century Merchant Bankers 300 East Lombard Street Director
LLC Suite 610A
Baltimore, MD
CCP Capital, Inc. One Liberty Square President, Director
Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Lumber Mutual Insurance One Speen Street Director & Chairman of
Company Framingham, MA Executive Committe
North American Lumber One Speen Street Director & Chairman of
Insurance Company Framingham, MA Executive Committee
Seaco Insurance Co. One Speen Street Director & Chairman of
Framingham, MA Executive Committee
Mutual Risk Management 69 Front Street Director
Ltd. Hamilton, Bermuda
Terra Nova (Bermuda) 7 Victoria Street Director
Holdings, Inc. Hamilton, Bermuda
Wellington Underwriting 2 Minster Court Director
plc Mincing Lane, London
Cairnstone, Inc. 5201 Blue Lagoon Drive Director
Miami, FL
HCC Insurance Holdings, 13403 N.W. Freeway Director
Inc. Houston, TX
The Galtney Group, Inc. 820 Gessner Director
Houston, TX
International Financial 800 Fifth Avenue Director
Group, Inc. New York, NY
Lua Seguros La Portena SA Bartolome Mitre 363 Director
Buenos Aires
Argentina
Frank R. Bazos Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
ABN AMRO 280 South LaSalle Street Vice President
Chicago, IL
AdminiQuest, Inc. 111 S. Tejon Street Director
Colorado Springs, CO
Patrick J. Carolan Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
Wilshire Associates, Inc. 1299 Ocean Avenue Vice President
Suite 700
Santa Monica, CA
Fidelity Investments 82 Devonshire St. Vice President
Boston, MA
Richard F. Cook, Jr. Century Capital One Liberty Square Managing Director,
Managing Director, Treasurer and Management, Inc. Boston, MA Treasurer and Clerk,
Clerk, Director Director
Massachusetts Fiduciary One Liberty Square Senior V.P., Treasurer
Advisors, Inc. Boston, MA and Clerk
Century Shares Trust One Liberty Square Secretary
Boston, MA
Century Small Cap Select One Liberty Square Secretary
Fund Boston, MA
Century Merchant Bankers 300 East Lombard Street Director
LLC Suite 610A
Baltimore, MD
CCP Capital, Inc. One Liberty Square Vice President,
Boston, MA Treasurer, Director
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
The Patriot Group, Inc. 5709 Linglestown Road Director
Harrisburg, PA
Specialty Insurance The City Drive South Director
Service Orange, CA
Great Northwest Holding 2229 W. State Street Director
Co., Inc. Boise, ID
DP Mann Holdings Limited 6 London Street Director
London, England
Ineas, B.V. Entrada 123 Director
Amsterdam
The Netherlands
William W. Dyer, Jr. Century Capital One Liberty Square Managing Director
Director Management, Inc. Boston, MA (through June 30, 1999),
Director
Century Shares Trust One Liberty Square Trustee
Boston, MA
Century Small Cap Select One Liberty Square Trustee and Vice President
Fund Boston, MA
Century Merchant Bankers 300 East Lombard Street Director
LLC Suite 610A
Baltimore, MD
CCP Capital, Inc. One Liberty Square Vice President, Director
Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
The Patriot Group, Inc. 5709 Linglestown Road Director
Harrisburg, PA
Sen-Tech International 111 John Street Director
Holdings, Inc. New York, NY
Seneca Insurance 111 John Street Director
Company, Inc. New York, NY
CORE Insurance Holdings, 1010 Washington Blvd. Director
Inc. Stamford, CT
American Direct Business 5 Waterside Crossing Director
Insurance Agency, Inc. Windsor, CT
Craig Eisenacher Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
General Reinsurance Financial Centre Vice President
Corporation. Stamford, CT
Richard J. Freeman Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
CCP Capital, Inc. One Liberty Square Vice President
Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
EQE International, Inc. 44 Montgomery Street Director
San Francisco, C
Vista Information 5060 Shoreham Place Director
Solutions, Inc. San Diego, CA
InsWeb Corporation 1875 S. Grant Street Director
San Mateo, CA
RewardsPlus of America 100 S. Charles Street Director
Corp. Baltimore, MD
Davis R. Fulkerson Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Massachusetts Fiduciary One Liberty Square Vice President
Advisors, Inc. Boston, MA
Automation Solutions, 1890 W. 4000 So. Director
Inc. Roy, Utah
CEM Associates, Inc. 1805 Highpoint Drive Director
Naperville, IL
RewardsPlus of America, 100 S. Charles Street Director
Inc. Baltimore, MD
Mark A. McLennan Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Market Knowledge, Inc. 1120 South Capital Director
Austin, TX
Business Backers Solona Beach, CA Director
Mgmt Co.
LoanCity.com San Jose, CA Director
OneCore.com Bedford, MA Director
BankBoston, N.A. 100 Federal Street Executive Vice President
Boston, MA
James B. Stradtner Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
Century Merchant Bankers 300 East Lombard Street President
LLC Suite 610A
Baltimore, MD
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
Kentucky Home Mutual Louisville, KY Director
Insurance Co.
Montgomery Mutual Sandy Spring, MD Director
Insurance Co.
Legal Mutual Insurance Baltimore, MD Director
Co.
Great Northwest Holding 2229 W. State Street Director
Company, Inc. Boise, ID
Mastercare Cranford, NJ Director
National Healthcare 100 Woodbury Road Director
Resources, Inc. Woodbury, NY
American Direct 5 Waterside Crossing Director
Insurance Agency, Inc. Windsor, CT
CEM Associates, Inc. 1805 Highpoint Drive Director
Naperville, IL
Alexander L. Thorndike Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
Century Shares Trust One Liberty Square Trustee
Boston, MA
Century Small Cap Select One Liberty Square Trustee and Vice President
Fund Boston, MA
CCP Capital II, LLC One Liberty Square Managing Member
Boston, MA
William Blair and 222 West Adams Street Analyst
Company LLC Chicago, IL
</TABLE>
ITEM 27. PRINCIPAL UNDERWRITERS.
Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All applicable accounts, books and documents required to be maintained by the
Trust by Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are in the possession and custody of the 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, 66 Brooks Drive, Braintree, MA 02184 and/or its 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 any concerning certain
retirement plans as to which CSTC is trustee, which would be maintained by CSTC.
The Trust also maintains portfolio trading documents and certain corporate
documents. The custodian maintains the general ledger, supporting accounting
data and all other accounts, books and documents.
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Not applicable.
NOTICE
A copy of the Declaration of Trust of Century Shares Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Registrant by an officer
and the trustees of the Registrant as an officer and Trustees, and not
individually, and the obligations of or arising out of this instrument are not
binding upon any of the Trustees, officers or shareholders individually but are
binding only upon the assets and property of Century Shares Trust.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Trust certifies that it meets all of the requirements for effectiveness
of this Seventy-Fourth Post-Effective Amendment to Registration Statement No.
2-11466 under Rule 485(b) under the Securities Act and has duly caused this
amendment to be signed on its behalf by the undersigned, duly authorized, in
this City of Boston and Commonwealth of Massachusetts on this 26th day of April,
2000.
CENTURY SHARES TRUST
By: /s/ Allan W. Fulkerson
---------------------------
Allan W. Fulkerson,
Chairman
Attest: /s/ Richard F. Cook, Jr.
-------------------------
Richard F. Cook, Jr.
Secretary
Pursuant to the requirements of the Securities Act, this Seventy-Fourth
Post-Effective Amendment to Registration Statement No. 2-11466 has been signed
below by the following persons in the capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
Trustee April 26, 2000
- --------------------------
William O. Bailey
/s/ John E. Beard Trustee April 26, 2000
- --------------------------
John E. Beard
/s/ William W. Dyer, Jr. Trustee April 26, 2000
- --------------------------
William W. Dyer, Jr.
/s/ Allan W. Fulkerson Trustee and April 26, 2000
- --------------------------
Allan W. Fulkerson Chairman
/s/ Michael J. Poulos Trustee April 26, 2000
- --------------------------
Michael J. Poulos
/s/ Ernest E. Monrad Trustee April 26, 2000
- --------------------------
Ernest E. Monrad
/s/ Jerry S. Rosenbloom Trustee April 26, 2000
- --------------------------
Jerry S. Rosenbloom
/s/ Alexander L. Thorndike Trustee April 26, 2000
- ---------------------------
Alexander L. Thorndike
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
23(a) Copy of Declaration of Trust as amended to July 1, 1994, filed as
Exhibit 23(a) with the Seventy-Third Post Effective Amendment to
Registration Statement No. 2-11466, is incorporated herein by
reference.
23(d) Copy of Investment Advisory and Management Services Agreement
between Century Shares Trust and Century Capital Management,
Inc., effective July 1, 1994, filed as Exhibit 23(d) with the
Seventy-Third Post Effective Amendment to Registration Statement
No. 2-11466, is incorporated herein by reference.
23(g) Copy of the Custodian Contract, dated as of November 1, 1993,
between State Street Bank and Trust Company and the Trust, filed
as Exhibit 23(g) with the Seventy-Second Post Effective Amendment
to Registration Statement No. 2-11466, is incorporated herein by
reference.
23(h) 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 herewith as Exhibit 23(h) with the
Seventy-Second Post Effective Amendment to Registration Statement
No. 2-11466, is incorporated herein by reference.
23(i)(1) Opinion of counsel as to legality of shares being registered,
filed as Exhibit 10 with the Seventy-First Post Effective
Amendment to Registration Statement No. 2-11466, is incorporated
herein by reference.
23(i)(2) Consent of Palmer & Dodge LLP, filed herewith as Exhibit 23(i)(2)
23(j) Written consent of certified public accountants, filed herewith
as Exhibit 23(j).
23(p)(1) Code of Ethics of Century Shares Trust, filed herewith as
Exhibit 23(p)(1)
23(p)(2) Code of Ethics of Century Capital Management, Inc., filed
herewith as Exhibit 23(p)(2).
<PAGE>
EXHIBIT 99.23(i)(2)
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
April 26, 2000
Century Shares Trust
One Liberty Square
Boston, Massachusetts 02109
We hereby consent to the incorporation by reference into Post-Effective
Amendment No. 74 to the Registration Statement on Form N-1A of the Trust (File
No. 811-00019) of our opinion filed with Post-Effective Amendment No. 71, and to
any reference to our firm in such Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
PALMER & DODGE LLP
<PAGE>
EXHIBIT 99.23(j)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 74 to the Registration Statement (File No. 2-11466) of the Century Shares
Trust of our report dated January 14, 2000, appearing in the annual report to
shareholders for the year ended December 31, 1999. We also consent to the
references to us under the headings "Financial Highlights" in the Prospectus and
"Financial Statements" in the Statement of Additional Information, all of which
are part of such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
April 26, 2000
<PAGE>
EXHIBIT 23(P)(1)
CENTURY SHARES TRUST
Code of Ethics
The Century Shares Trust Code of Ethics is designed to avoid actual or
apparent conflicts of interest between personal transactions and the business of
the Trust and to avoid practices which are not consistent with fiduciary
responsibilities. Such fiduciary responsibilities include: (a) the duty at all
times to place the Trust's shareholders' interests first, (b) the requirement
that all personal securities transactions be conducted consistent with this Code
of Ethics and in a manner which avoids any actual or potential conflict of
interest or abuse of an individual's position of trust and responsibility, and
(c) the fundamental standard that Trust personnel should not take inappropriate
advantage of their positions. The Code of Ethics governs personal investment
activities and provides reporting requirements.
Section 1 - Definitions
1. Definitions
(a) "Fund" means Century Shares Trust.
(b) Access Person" means any Trustee, officer, or Advisory Person of the
Trust.
(c) "Advisory Person" means (i) any employee of the Fund or of any company
in a Control relationship to the fund, who, in connection with his or
her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a Security by the Fund, or
whose functions relate to the making of any recommendations with respect
to such purchases or sales; and (ii) any natural person in a Control
relationship to the Fund who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale of
a Security.
(d) "Approval" means the approval of the Chairman of the Trustees of the
Fund or, should the Chairman be the Access Person seeking Approval, by
the Senior Disinterested Trustee of the Fund, in either case applying
the standard that granting such Approval would be consistent with the
interests of the Fund and its shareholders.
(e) A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Security has been made and
communicated and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
(f) "Beneficial Ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all Securities which an
Access Person has or acquires.
(g) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act.
(h) "Disinterested Trustee" means a Trustee of the Fund who is not an
"interested person" of the Fund within the meaning of Section 2(a)(19)
of the Investment Company Act.
(i) "Purchase or sale of a Security" includes, inter alia, the writing of an
option to purchase or sell a Security.
(j) "Security" shall have the meaning set forth in Section 2(a)(36) of the
Investment Company Act, except that it shall not include shares of
registered open-end investment companies, securities issued by the
Government of the United States, short term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act, bankers' acceptances, bank certificates of
deposit, commercial paper, and such other money market instruments as
are so designated by the Trustees of the Fund.
(k) "Security held or to be acquired" by the Fund means any Security which,
within the most recent 15 days, (i) is or has been held by the Fund, or
(ii) is being or has been considered by the Fund for purchase by the
Fund.
Section 2 - Exempted Transactions
2. Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchases or sales of Securities effected in any account over which the
Access Person has no direct or indirect influence or control.
(b) Purchases or sales of Securities which are not eligible for purchase or
sale by the Fund or are broadly-based traded options or futures.
(c) Purchases or sales of Securities which are non-volitional on the part of
either the Access Person or the Fund.
(d) Purchases or sales of Securities which are part of an automatic dividend
reinvestment plan.
(e) Purchases of Securities effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.
(f) Purchases or sales of Securities which receive prior written Approval
because economic harm to the Fund from such transactions is only
remotely potential, because they would be very unlikely to affect a
highly institutional market, or because they clearly are not related
economically to Securities to be purchased, sold or held by the Fund.
Section 3 - Prohibitions
3.1 Prohibited Purchases and Sales
No Access Person shall purchase or sell, directly or indirectly, any
Security in which he or she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which he or she knows or should have
known at the time of such purchase or sale:
(a) is being considered for purchase or sale by the Fund; or
(b) is being purchased or sold by the Fund, or otherwise is the subject of a
pending "buy" or "sell" order placed on behalf of the Fund.
3.2 Other Prohibited Personal Investment Activity
In addition to the prohibitions described in Section 3.1 above, no Access
Person:
(a) shall purchase, directly or indirectly, any Security in the initial
public offering of such Security;
(b) shall purchase or sell, directly or indirectly, any Security in a
private placement, unless the Access Person shall have received prior to
such purchase or sale from the Chairman of the Trustees written approval
describing the proposed purchase and sale and such approval shall
include the signed undertaking of the Access Person to disclose again
such purchase and sale in the future if and when the Access Person is
involved in the Fund's consideration of an investment in any Securities
of that issuer;
(c) during a period beginning seven days before and ending seven days after
the date of any purchase or sale by the Fund of a Security, shall
purchase or sell, directly or indirectly, such Security, and, if the
Access Person purchases or sells a Security in violation of this Section
3.2(c), any profit obtained thereby shall be disgorged to the Fund;
(d) shall obtain any profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) Securities within any 60 calendar
day period, and if the Access Person obtains any profit in violation of
this Section 3.2(d), it shall be disgorged to the Fund; provided,
however, that this Section 3.2(d) shall not apply to any two or more
trades within a 60-day period entered into for personal tax purposes if
the Access Person obtains written Approval prior to making the first
such trade;
(e) shall receive any gift or other thing, of more than de minimus value,
from any person or entity that does business with or on behalf of the
Fund unless the Access Person obtains prior written Approval; and
(f) shall serve on the Board of Directors of any publicly-traded company
which is the issuer of any Security, unless the Access Person obtains
prior written Approval.
Section 4 - Reporting
4. Reporting
(a) Every Access Person (other than a Disinterested Trustee) shall report to
the Fund the information described in Section 4(c) of this Code with
respect to transactions in any Security in which such Access Person has,
or by reason of such transaction acquires, any direct or indirect
beneficial ownership in the Security; provided, however, that an Access
Person shall not be required to make a report with respect to
transactions effected for any account over which such person does not
have any direct or indirect influence.
(b) A Disinterested Trustee of the Fund need only report a transaction in a
Security in accordance with Section 4(a) if such Disinterested Trustee,
at the time of that transaction, knew or, in the ordinary course of
fulfilling his or her official duties as a Disinterested Trustee of the
Fund, should have known that, during the 15-day period immediately
preceding the date of such transaction by the Disinterested Trustee,
such Security was purchased or sold by the Fund or was being considered
by the Fund or its investment adviser for purchase or sale by the Fund.
(c) Every report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates
was effected, and shall contain the following information:
(i) The date of the transaction, the title and the number of shares,
and the principal amount of each Security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii)The price at which the transaction was effected; and
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.
(d) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or
she has any direct or indirect beneficial ownership in the Security to
which the report relates.
(e) A report may be in the form of a copy of the standard brokerage account
statement of the affected Access Person, as long as it provides the
information described in Section 4(c).
Section 5 - Sanctions
5. Sanctions
Upon discovering a violation of this Code, the Trustees of the Fund may
impose such sanctions as it deems appropriate, including inter alia, a letter of
censure or suspension or termination of the employment of the violator.
Effective Date: December 16, 1994
<PAGE>
EXHIBIT 23(p)(2)
CENTURY CAPITAL MANAGEMENT, INC.
Code of Ethics
The Century Capital Management Code of Ethics is designed to avoid
actual or apparent conflicts of interest between personal transactions and the
business of the Adviser and to avoid practices which are not consistent with
fiduciary responsibilities. Such fiduciary responsibilities include: (a) the
duty at all times to place the Adviser's client's interests first, (b) the
requirement that all personal securities transactions be conducted consistent
with this Code of Ethics and in a manner which avoids any actual or potential
conflict of interest or abuse of an individual's position of trust and
responsibility, and (c) the fundamental standard that Adviser personnel should
not take inappropriate advantage of their positions. The Code of Ethics governs
personal investment activities and provides reporting requirements.
Section 1 - Definitions
1. Definitions
(a) "Access Person" means any director, officer, or Advisory Person of the
Adviser.
(b) "Adviser" means Century Capital Management, Inc.
(c) "Advisory Person" means (i) any employee of the Adviser, who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale
of a Security by the Adviser for its client, or whose functions relate
to the making of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a Control relationship to the
Adviser who obtains information concerning recommendations made to the
Adviser with regard to the purchase or sale of a Security.
(d) "Approval" means the approval of the Chairman of the Trustees of the
Fund or, should the Chairman be the Access Person seeking Approval, by
the Senior Disinterested Trustee of the Fund, in either case applying
the standard that granting such Approval would be consistent with the
interests of the Fund and its shareholders.
(e) A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Security has been made and
communicated and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
(f) "Beneficial Ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all Securities which an
Access Person has or acquires.
(g) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act.
(h) "Disinterested Trustee" means a Trustee of the Fund who is not an
"interested person" of the Fund within the meaning of Section 2(a)(19)
of the Investment Adviser Act.
(i) "Purchase or sale of a Security" includes, inter alia, the writing of an
option to purchase or sell a Security.
(j) "Security" shall have the meaning set forth in Section 2(a)(36) of the
Investment Company Act, except that it shall not include shares of
registered open-end investment companies, securities issued by the
Government of the United States, short term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act, bankers' acceptances, bank certificates of
deposit, commercial paper, and such other money market instruments as
are so designated by the Trustees of the Fund.
(k) "Security held or to be acquired" means any Security which, within the
most recent 15 days, (i) is or has been held by the Fund, or (ii) is
being or has been considered by the fund for purchase by the Fund.
Section 2 - Exempted Transactions
2. Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchases or sales of Securities effected in any account over which the
Access Person has no direct or indirect influence or control.
(b) Purchases or sales of Securities which are not eligible for purchase or
sale by the Adviser for its clients or are broadly-based traded options
or futures.
(c) Purchases or sales of Securities which are non-volitional on the part of
either the Access Person, or the Adviser for its clients.
(d) Purchases or sales of Securities which are part of an automatic dividend
reinvestment plan.
(e) Purchases of Securities effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.
(f) Purchases or sales of Securities which receive prior written Approval
because economic harm to the Adviser's clients from such transactions is
only remotely potential, because they would be very unlikely to affect a
highly institutional market, or because they clearly are not related
economically to Securities to be purchased, sold or held by the Adviser
for its clients.
Section 3 - Prohibitions
3.1 Prohibited Purchases and Sales
No Access Person shall purchase or sell, directly or indirectly, any
Security in which he or she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which he or she knows or should have
known at the time of such purchase or sale:
(a) is being considered for purchase or sale by the Adviser for its clients;
or
(b) is being purchased or sold by the Adviser for its clients, or otherwise
is the subject of a pending "buy" or "sell" order placed on behalf of
the Adviser for its clients.
3.2 Other Prohibited Personal Investment Activity
In addition to the prohibitions described in Section 3.1 above, no Access
Person:
(a) shall purchase, directly or indirectly, any Security in the initial
public offering of such Security;
(b) shall purchase or sell, directly or indirectly, any Security in a
private placement, unless the Access Person shall have received prior to
such purchase or sale from the Chairman of the Board of the Adviser
written approval describing the proposed purchase and sale and such
approval shall include the signed undertaking of the Access Person to
disclose again such purchase and sale in the future if and when the
Access Person is involved in the Adviser's consideration for its clients
of an investment in any Securities of that issuer;
(c) during a period beginning seven days before and ending seven days after
the date of any purchase or sale by the Adviser for its clients of a
Security, shall purchase or sell, directly or indirectly, such Security,
and, if the Access Person purchases or sells a Security in violation of
this Section 3.2(c), any profit obtained thereby shall be disgorged to
the Adviser for its clients;
(d) shall obtain any profit from the purchase and sale, or sale and
purchase, of the same (or equivalent) Securities within any 60 calendar
day period, and if the Access Person obtains any profit in violation of
this Section 3.2(d), it shall be disgorged to the Adviser for its
clients; provided, however, that this Section 3.2(d) shall not apply to
any two or more trades within a 60-day period entered into for personal
tax purposes if the Access Person obtains written Approval prior to
making the first such trade;
(e) shall receive any gift or other thing, of more than de minimus value,
from any person or entity that does business with or on behalf of the
Adviser for its clients unless the Access Person obtains prior written
Approval; and
(f) shall serve on the Board of Directors of any publicly-traded company
which is the issuer of any Security, unless the Access Person obtains
prior written Approval.
Section 4 - Reporting
4. Reporting
(a) Every Access Person shall report to the Adviser the information
described in Section 4(c) of this Code with respect to transactions in
any Security in which such Access Person has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership in the
Security; provided, however, that an Access Person shall not be required
to make a report with respect to transactions effected for any account
over which such person does not have any direct or indirect influence.
(b) Notwithstanding Section 4(a) of this Code, an Access Person need not
make a report where the report would duplicate information recorded
pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment
Advisers Act of 1940.
(c) Every report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates
was effected, and shall contain the following information:
(i) The date of the transaction, the title and the number of shares,
and the principal amount of each Security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.
(d) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or
she has any direct or indirect beneficial ownership in the Security to
which the report relates.
(e) A report may be in the form of a copy of the standard brokerage account
statement of the affected Access Person, as long as it provides the
information described in Section 4(c).
Section 5 - Sanctions
5. Sanctions
Upon discovering a violation of this Code, the Adviser may impose such
sanctions as it deems appropriate, including inter alia, a letter of censure or
suspension or termination of the employment of the violator. All material
violations of this Code and any sanctions imposed with respect thereto shall be
reported periodically to the board of Directors or Trustees of any investment
company with respect to whose securities the violations occurred.
Effective Date: December 16, 1994
