Exhibit 99.(d)(2)
INVESTMENT ADVISORY AGREEMENT
FOR CENTURY SHARES TRUST
AGREEMENT made as of this 29th day of June, 2001, by and between
Century Shares Trust, a business trust organized under the laws of The
Commonwealth of Massachusetts (the "Fund"), and Century Capital Management,
Inc., a Massachusetts corporation (the "Adviser").
W I T N E S S E T H
WHEREAS, the Fund is engaged in business as an open-end series
management investment company and is so registered under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires to retain the Adviser to furnish investment
advisory services to the Fund;
NOW, THEREFORE, the parties hereby agree as follows:
1. Appointment of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser of the Fund for the period and on the terms herein set forth.
The Adviser accepts such appointment and agrees to render the investment
advisory services herein set forth, for the compensation herein provided.
2. Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously
an investment program for the Fund, will determine, subject to the overall
supervision of the Trustees of the Fund, what investments shall be purchased,
held, sold or exchanged by the Fund and what portion, if any, of the assets of
the Fund will be held uninvested, and shall, on behalf of the Fund, make changes
in the investments of the Fund. The Adviser, and any affiliate thereof, shall be
free to render similar services to other investment companies and other clients
and to engage in other activities, so long as the services rendered to the Fund
hereunder are not impaired. The Adviser or an affiliate may enter into a
separate agreement with the Fund, pursuant to which it may agree to manage,
supervise and conduct the other affairs and business of the Fund and matters
incidental thereto, subject always to the provisions of the Fund's Declaration
of Trust and of the 0000 Xxx.
(b) The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the account of the Fund with
issuers, brokers or dealers selected by the Adviser. In executing portfolio
transactions and selecting brokers or dealers, the Adviser will use its best
efforts to seek, on behalf of the Fund, the best overall terms available. In
assessing the best overall terms available for any transaction, the Adviser
shall consider all factors it deems relevant, including the breadth of the
market in the security, the financial condition and execution capabilities of
the broker or dealer, and the reasonableness of the commission, if any (for the
specific transaction and on a continuing basis). In evaluating the best overall
terms available and in selecting the broker or dealer to execute a particular
transaction, the Adviser may also consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) provided by such broker or dealer to the Fund or other accounts over which
the Adviser or any affiliate of the Adviser exercises investment discretion. The
Adviser is authorized to pay to a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for the
Fund which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if, but only if, the Adviser
determines in good faith that such commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or in terms of all of the
accounts over which the Adviser or any affiliate of the Adviser exercises
investment discretion.
3. Compensation of Adviser. (a) As full compensation for the services furnished
by the Adviser under this Agreement, the Fund agrees to pay to the Adviser a fee
at the annual rate of (i) 0.80% of the Fund's average daily net asset value up
to an aggregate asset level of $500 million and (ii) 0.70% of the Fund's average
daily net asset value in excess of $500 million. Such fee shall be accrued daily
and payable monthly. For purposes of calculating such fee, such net asset value
shall be determined by taking the average of all determinations of net asset
value made in the manner provided in the Fund's current prospectus and Statement
of Additional Information.
(b) For any period less than a full month during which this Agreement
is in effect the compensation payable to the Adviser hereunder shall be prorated
according to the proportion which such period bears to a full month.
4. Limitation of Liability of Adviser. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with any investment policy or the purchase, sale, or retention of any
security on the recommendation of the Adviser; provided, however, that nothing
herein contained shall be construed to protect the Adviser against any liability
to the Fund by reason of 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 this Agreement.
5. Term and Termination. (a) This Agreement shall become effective on the date
first written above. Unless terminated as herein provided, this Agreement shall
remain in full force and effect as to the Fund for two years from the date
hereof and shall continue in full force and effect for successive periods of one
year thereafter, but only so long as each continuance is approved (i) by either
the Trustees of the Fund or by vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Fund, and, in either event, (ii)
by vote of a majority of the Trustees of the Fund who are not parties to this
Agreement or interested persons (as defined in the 0000 Xxx) of any such party.
(b) This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Fund or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Fund or by the
Adviser, on sixty days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
[The remainder of this page has intentionally been left blank.]
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first written above
CENTURY SHARES TRUST
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxxx, Chairman
CENTURY CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxxx, President
NOTICE
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 with respect to the Fund by officers of
the Fund as officers and not individually and that the obligations of this
instrument are not binding upon the Trustees, officers or holders of shares
individually but are binding only upon the assets and property of the Fund.
