<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. 75 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 25
(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)
with copies to:
Matthew C. Dallett, Esq.
Palmer & Dodge LLP
One Beacon Street, Boston, Massachusetts 02108
Approximate Date of Proposed Public Offering: As soon as practicable after this
registration statement has become effective
It is proposed that this filing will become effective (check appropriate box)
_X__ immediately upon filing pursuant to paragraph (b)
____ on [date], pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(1)
____ on [date], pursuant to paragraph (a)(1)
____ 75 days after filing pursuant to paragraph (a)(2)
____ on [date] pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
The Century Shares Trust prospectus dated April 30, 2000 from Post-Effective
Amendment No. 75 is incorporated by reference.
<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
Revised October 17, 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........................................... 7
Purchase, Redemption and Pricing of Shares................................... 7
Taxation of the Trust........................................................ 8
Underwriters................................................................. 8
Calculation of Performance Data.............................................. 8
Financial Statements......................................................... 9
-----------------------------
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 Former Chairman, President & CEO (insurance
Hamilton Bermuda holding company)
Age: 74 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: 68
William W. Dyer, Jr.* Trustee o Century Capital Management, Inc., Director and Former Managing
One Liberty Square Director (investment adviser)#
Boston, Massachusetts o Century Small Cap Select Fund, Trustee and Vice President
Age: 66 (investment company)#
o CCP Capital, Inc., Director and
Former Vice President (management services)#
o CCP Capital II, LLC, Managing Member
(management services)#
Allan W. Fulkerson* Chairman of the 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: 67 (investment company)#
o CCP Capital, Inc., President and Director
(management services)#
o CCP Capital II, LLC, Managing Member
(management services)#
o Massachusetts Fiduciary Advisors, Inc.,
President and Director (investment adviser)#
Davis R. Fulkerson* Trustee o Century Capital Management, Inc.,
One Liberty Square Managing Director (investment adviser)#
Boston, Massachusetts o Century Small Cap Select Fund, Trustee
Age: 35 (investment company)#
o CCP Capital II, LLC, Managing
Member (management services)#
o Massachusetts Fiduciary Advisors, Inc.,
Vice President (investment adviser)#
Ernest E. Monrad Trustee o Northeast Investors Trust, Chairman of the
50 Congress Street Trustees (investment company)
Boston, Massachusetts o Century Small Cap Select Fund, Trustee
Age: 70 (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. Allan and Davis 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 October 4, 2000, the Trustees and officers as a group owned less than 1%
of the outstanding shares of the Trust. As of October 4, 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 6.8% of the
Trust's outstanding shares. The Trust believes these accounts hold shares
beneficially owned by clients of Charles Schwab & Co., Inc. As of October 4,
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.
Principal Underwriter and Sub-Administrator. Forum Fund Services, LLC ("FFS"),
Two Portland Square, Portland, Maine 04101, serves as the distributor (also
known as principal underwriter) and sub-administrator of the shares of the Trust
pursuant to a distribution and sub-administration agreement with the Trust. FFS
is a registered broker-dealer and is a member of the National Association of
Securities Dealers, Inc. FFS does not receive any compensation for distributing
the Trust's shares. However, the Adviser pays FFS a fee for certain
administrative services provided to the Trust.
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 & Touche 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.
UNDERWRITERS
Under a distribution and sub-administration agreement with the Trust (the
"Distribution Agreement"), FFS acts as the agent of the Trust in conneciton with
the offering of shares of the Trust. FFS continually distributes shares of the
Trust, but has no obligation to sell any specific quantity of Trust shares. FFS
may, at its own expense and from its own resources, compensate certain persons
who provide services in connection with the sale or expected sale of shares of
the Trust. FFS does not receive any compensation for distributing the Trust's
shares. However, the Adviser pays FFS a fee for certain administrative services
provided to the Trust.
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, the Dow
Jones Averages, and the Nasdaq and Russell stock indexes, (b) indexes of mutual
funds prepared by independent organizations such as Lipper Analytical Services,
Inc. and Morningstar, and (c) the Consumer Price Index demonstrating changes in
the average cost of living. The investment performance of the 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, Wiesenberger Investment Companies
Service, Consumers Digest, Consumer Reports, Financial World, Kiplinger's
Personal Finance Magazine, New York Times, Smart Money, USA Today, U.S. News and
World Report, and Worth, and such information may also be presented, as well as
performance listings or rankings from various other sources including Bloomberg
Financial Markets, CDA/Wiesenberger, Donoghue's Mutual Fund Almanac, Ibbotson
Associates, Investment Company Data, Inc., Johnson's Charts, Kanon Bloch Carre
and Co., Lipper, Inc., Micropal, Inc., Morningstar, Inc., Schabacker Investment
Management and Towers Data Systems, Inc.
In such communications from time to time the Trust may also present historical
information depicting the value of a hypothetical account of the Trust since
inception; it may reproduce material from previous Trust prospectuses, reports,
or other documents for illustrative or comparative purposes; and it may provide
general current or historical information about economic, political, or business
conditions affecting the industry sectors in which it invests. Such information
may be presented in various forms, including through quotations from
publications such as those listed above or quotations from interviews given by
one or more portfolio managers or other employees of the Adviser to print media,
such as The Wall Street Journal or Business Week, or any electronic news media.
In presenting investment results, the Trust may also include references to
certain financial planning concepts, including (a) an investor's need to
evaluate his financial assets and obligations to determine how much to invest;
(b) his need to analyze the objectives of various investments to determine where
to invest; and (c) his need to analyze his time frame for future capital needs
to determine how long to invest. The investor controls these three factors, all
of which affect the use of investments in building assets.
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 semi-annual report as of June 30, 2000 and the reports thereon of Deloitte &
Touche LLP, independent accountants, also appearing therein, are incorporated by
reference into this Statement of Additional Information. You may obtain copies
of the annual and semi-annual reports 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) Copy of Distribution and Subadministration Agreement dated as of
October 1, 2000, by and among the Trust, Century Capital Management,
Inc. and Forum Fund Services, LLC, filed herewith as Exhibit
23(e).
(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 (as amended June 7, 2000),
filed herewith as Exhibit 23(p)(1).
(2) Code of Ethics of Century Capital Management Inc. (as amended
June 7, 2000), filed herewith as Exhibit 23(p)(2).
(3) The Trust is not required to file the Code of Ethics for Forum
Fund Services, LLC pursuant to the exception provided by Rule
17j-1(c)(3) under the Investment Company Act of 1940.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE 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.
Under the Distribution Agreement, except for material breaches of the agreement
or applicable law, FFS is not liable for any error of judgment or mistake of law
or in any event whatsoever except for willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under the agreement. In addition, FFS and certain
related parties (such as FFS's officers and persons that control FFS) would be
entitled to be indemnified by the Trust against all claims and expenses in any
way related to alleged untrue statements of material fact contained in the
Trust's registration statement or prospectuses or any alleged omission of a
material fact required to be stated therein to make statements contained therein
not misleading. The Trust, however, will not indemnify FFS for any such
misstatements or omissions if they were made in reliance upon information
provided in writing by FFS in connection with the preparation of the
registration statement or prospectus. The foregoing description is qualified by
reference to Section 9 of the Distribution Agreement, which is filed as an
exhibit to the Trust's registration statement.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Century Capital Management, Inc. (the "Adviser") is the investment adviser to
Century Small Cap Select Fund, a registered mutual fund, and two investment
limited partnerships. The Adviser also serves as sub-adviser to two other
publicly traded funds.
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
Steven Alfano Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
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
Ascendant One, Inc. 410 Amherst Street Director
Nashua, NH
Insystems Technologies, 19 Allstate Parkway Director
Inc. Markham, Ontario
Patrick J. Carolan Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
Wilshire Associates, Inc. 1299 Ocean Avenue Vice President
Suite 700
Santa Monica, CA
Fidelity Investments 82 Devonshire St. Vice President
Boston, MA
Richard F. Cook, Jr. Century Capital 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
LUA Seguros Bartolome Mitre 363 SP Director
La Portena, SA Buenos Aires, Argentina
Metaserver, Inc. One Century Tower Director
265 Church Street
New Haven, CT
ONLINE! Financial 1000 Polan's Parkway Director
Solutions, Inc. Columbus, OH
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
Ascendant One, Inc. 410 Amherst Street Director
Nashua, NH
Marie Fryer Century Capital One Liberty Square Managing Director
Managing Director Management, Inc. Boston, MA
Davis R. Fulkerson 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 One Liberty Square Trustee
Select Fund 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.
(a) Forum Fund Services, LLC ("FFS"), the Trust's principal underwriter, also
serves as principal underwriter for the following investment companies
registered under the Investment Company Act of 1940, as amended:
The Cutler Trust Monarch Funds
Memorial Funds Sound Shore Fund, Inc.
Forum Funds TrueCrossing Funds
Century Capital Management Trust
(b) The following officers of FFS hold the following positions with the Trust.
Their business address is Two Portland Square, Portland, Maine 04101.
Name Position with Underwriter Position with Trust
--------------------------------------------------------------------------------
John Y. Keffer President None
David I. Goldstein Secretary None
Ronald H. Hirsch Treasurer None
Benjamin L. Niles Vice President None
Marc D. Keffer Assistant Secretary None
Frederick Skillin Assistant Treasurer None
Nanette K. Chern Chief Compliance Officer None
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All applicable accounts, books and documents required to be maintained by 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,
and/or its principal underwriter, Forum Fund Services, LLC, Two Portland Square,
Portland, Maine 04101. 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-Fifth 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 17th day of
October, 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-Fifth
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 0
--------------------------
William O. Bailey
/s/ John E. Beard Trustee October 17, 2000
--------------------------
John E. Beard
Trustee
--------------------------
William W. Dyer, Jr.
/s/ Allan W. Fulkerson Trustee and October 17, 2000
--------------------------
Allan W. Fulkerson Chairman
/s/ Davis R. Fulkerson Trustee October 17, 2000
--------------------------
Davis R. Fulkerson
Trustee
--------------------------
Michael J. Poulos
/s/ Ernest E. Monrad Trustee October 17, 2000
--------------------------
Ernest E. Monrad
Trustee
--------------------------
Jerry S. Rosenbloom
/s/ Alexander L. Thorndike Trustee October 17, 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(e) Copy of Distribution and Subadministration Agreement dated as of
October 1, 2000, by and among the Trust, Century Capital
Management, Inc. and Forum Financial Services, LLC, filed
herewith as Exhibit 23(e).
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 (as amended June 7, 2000),
filed herewith as Exhibit 23(p)(1)
23(p)(2) Code of Ethics of Century Capital Management (as amended June
7, 2000), Inc., filed herewith as Exhibit 23(p)(2).
