INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of November, 2010, by and 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 Growth Opportunities Fund, a series of the Trust (the “Fund”), and Century Capital Management, LLC, a Delaware limited liability company (the “Adviser”).
W I T N E S S E T H
WHEREAS, the Trust is registered with the Securities and Exchange Commission as 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, including with each such series representing interests in separate portfolios of securities and other assets;
WHEREAS, the Trust has established the Fund as a series of the Trust; 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 Trust 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 Trust 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 the 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 Trust’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) 0.75% of the Fund’s average daily net asset value of assets 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
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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 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).
6. Notice of Limitation of Liability. A copy of the Agreement and Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
on behalf of its series, Century Growth Opportunities Fund,
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Principal Financial Officer
CENTURY CAPITAL MANAGEMENT, LLC,
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Managing Partner
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