AMENDED AND RESTATED ADMINISTRATION AGREEMENT
AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this "Agreement"), dated
as of June 16, 2008, between Century Capital Management Trust, a Massachusetts
business trust that may issue one or more series of shares of beneficial
interest (the "Trust"), on behalf of Century Shares Trust, a series of the Trust
(the "Fund"), and Century Capital Management, LLC, a Delaware limited liability
company (the "Administrator").
W I T N E S S E T H
WHEREAS, the Trust is an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
in separate series, with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust has established the Fund as a series of the Trust;
and
WHEREAS, the Trust 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 Trust, 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 Securities
and Exchange Commission 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 or 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 as set forth in Schedule A to this Agreement.
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 of the 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 Trust on Form N-1A, and all
amendments or supplements 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 Trust 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 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 Trust'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 Trust'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: c/o Century Capital
Management Trust, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000;
or if to the Administrator, to: 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, 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 Trust 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 or the Trust in any way or
otherwise be deemed an agent of the Fund or the Trust.
(b) The Trust 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
Agreement and Declaration of Trust of the Trust 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 Trust on behalf of the Trustees of
the Trust, 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 Trust or upon any of the Trustees,
officers, employees, agents, or shareholders of the Trust 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 CAPITAL MANAGEMENT
TRUST, on behalf of its series,
CENTURY SHARES TRUST
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Secretary
CENTURY CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Managing Partner
SCHEDULE A
Pursuant to Section 5 of this Agreement, the Fund shall pay the
Administrator a fee computed on the average daily net assets at the annual rate
of 0.10%, payable monthly in arrears.
