Exhibit 99.(h)(4)
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT (this "Agreement"), dated as of June 29, 2001,
between Century Shares Trust, a Massachusetts business trust (the "Fund"), and
Century Capital Management, Inc., a Massachusetts corporation (the
"Administrator").
W I T N E S S E T H
WHEREAS, the Fund is an open-end series management investment company,
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund desires to retain the Administrator to provide
non-investment advisory services to the Fund, and the Administrator is willing
to render such services;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
1. Appointment. The Fund hereby appoints the Administrator to act as
Administrator to the Fund for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services herein described, for the compensation herein provided.
2. Services. Subject to the approval or consent of the Board of
Trustees of the Fund, the Administrator shall provide or procure, at the
Administrator's expense, non-investment advisory services to include the
following: (i) coordinating matters relating to the operation of the Fund,
including any necessary coordination among the adviser or advisers to the Fund,
the custodian(s), transfer agent(s), dividend disbursing agent(s), and
recordkeeping agent(s) (including pricing and valuation of the Fund),
accountants, attorneys, and other parties performing services or operational
functions for the Fund; (ii) providing the Fund, at the Administrator's expense,
with the services of a sufficient number of persons competent to perform such
administrative and clerical functions as are necessary to ensure compliance with
federal securities laws, as well as other applicable laws, and to provide
effective administration of the Fund; (iii) supervising the maintenance by third
parties, of such books and records of the Fund as may be required by applicable
federal or state law other than the records and ledgers maintained under the
Fund's investment advisory agreement; (iv) supervising the preparation by third
parties of all federal, state, and local tax returns and reports of the Fund
required by applicable law; (v) supervising the preparation, filing, and the
distribution of proxy materials and periodic reports to shareholders of the Fund
as required by applicable law; (vi) supervising the preparation and the filing
of such registration statements and other documents with the SEC and other
federal and state regulatory authorities as may be required to register the
shares of the Fund and qualify the Fund to do business or as otherwise required
by applicable law; and (vii) providing the Fund, at the Administrator's expense,
with adequate personnel, office space, communications facilities, and other
facilities necessary for the Fund's operations as contemplated in this
Agreement.
3. Services Not Exclusive. The administrative services rendered by the
Administrator hereunder to the Fund are not to be deemed exclusive, and the
Administrator shall have the right to render similar services to others,
including, without limitation, other investment companies.
4. Expenses. During the term of this Agreement, the Administrator shall
pay all expenses incurred by it in connection with its activities under this
Agreement, including the salaries and expenses of any of the officers or
employees of the Administrator who act as officers, Trustees or employees of the
Fund, and shall provide the Fund with suitable office space. Other expenses to
be incurred in the operation of the Fund (other than those borne by any third
party), including without limitation, taxes, interest, brokerage fees and
commissions, fees and expenses of Trustees who are not officers, directors, or
employees of the Administrator, federal registration fees and state Blue Sky
qualification fees, administration fees, bookkeeping expenses, charges of
custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal expenses, costs
of maintaining the Fund's existence, costs of independent pricing services,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing, printing and distributing
prospectuses to existing shareholders, costs of stockholders' reports and
meetings of shareholders and Trustees of the Fund, and any extraordinary
expenses will be borne by the Fund.
5. Compensation. For the services provided pursuant to this Agreement,
the Fund shall pay to the Administrator as full compensation therefor a monthly
fee computed on the average daily net assets at the annual rate of 0.15%.
6. Limitation of Liability. The Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
7. Delivery of Documents. The Fund has heretofore delivered to the
Administrator true and complete copies of each of the following documents and
shall promptly deliver to it all future amendments and supplements thereto, if
any:
(a) Agreement and Declaration of Trust as presently in effect and as
amended from time to time;
(b) Registration Statement under the Securities Act of 1933 and
under the 1940 Act of the Fund on Form N-1A, and all amendments
thereto, as filed with the Securities and Exchange Commission (the
"Registration Statement") relating to the Fund and the shares of the
Fund;
(c) Notification of Registration of the Fund under the 1940 Act on
Form N-8A;
(d) Prospectuses of the Fund (such prospectuses as presently in
effect and/or as amended or supplemented from time to time, the
"Prospectus"); and
(e) Statement of Additional Information of the Fund (such statement
as presently in effect and/or as amended or supplemented from time to
time, the "Statement of Additional Information").
8. Duration and Termination. This Agreement shall become effective as
of the date first above-written for an initial period of two years and shall
continue thereafter so long as such continuance is specifically approved at
least annually by the vote of the Board of Trustees including a majority of
those members of the Fund's Board of Trustees who are not parties to this
Agreement or "interested persons" of any such party, cast in person at a meeting
called for that purpose. Notwithstanding the foregoing, this Agreement may be
terminated with respect to the Fund at any time, without the payment of any
penalty, by either the Fund (by vote of the Fund's Board of Trustees or by vote
of a majority of the outstanding voting securities of the Fund) or the
Administrator, on sixty (60) days prior written notice to the other. As used in
this Agreement, the terms "majority of the outstanding voting securities" and
"interested persons" shall have the meanings assigned to such terms in the 1940
Act.
9. Amendments. No provision of this Agreement may be amended, modified,
waived or supplemented except by a written instrument signed by the party
against which enforcement is sought.
10. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, if to the Fund, to: Xxx Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000; or if to the Administrator, to: Xxx Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000; or to either party at such other address as such
party shall designate to the other by a notice given in accordance with the
provisions of this section.
11. Miscellaneous.
(a) Except as otherwise expressly provided herein or authorized by
the Board of Trustees of the Fund from time to time, the Administrator
for all purposes herein shall be deemed to be an independent contractor
and shall have no authority to act for or represent the Fund in any way
or otherwise be deemed an agent of the Fund.
(b) The Fund shall furnish or otherwise make available to the
Administrator such information relating to the business affairs of the
Fund as the Administrator at any time or from time to time reasonably
requests in order to discharge its obligations hereunder.
(c) This Agreement shall be governed by and construed in accordance
with the laws of The Commonwealth of Massachusetts and shall inure to
the benefit of the parties hereto and their respective successors.
(d) If any provision of this Agreement shall be held or made invalid
or by any court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
12. Declaration of Trust and Limitation of Liability. A copy of the
Declaration of Trust of the Fund is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed by an officer of the Fund on behalf of the Trustees of the Fund, as
trustees and not individually, on further behalf of the Fund, and that the
obligations of this Agreement shall be binding upon the assets and properties of
the Fund, individually, and shall not be binding upon the assets and property of
any other series of the Fund or upon any of the Trustees, officers, employees,
agents or shareholders of the Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first above-written.
CENTURY SHARES TRUST
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Chairman
CENTURY CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
