CONSENT AGREEMENT
This Consent Agreement (this "Agreement") is made as of June 16, 2008, by
and between Citigroup Fund Services, LLC, a Delaware limited liability company
formerly known as Forum Shareholder Services, LLC ("Citi") and the undersigned
customer of Citi ("Customer"), for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged.
1. Subject Contract. Reference is made to the Transfer Agency and
Services Agreement, dated October 16, 2007, between Citi and Customer
(the "Contract"), pursuant to which Citi provides transfer agency
services to Customer.
2. Assignment and Assumption. Citi desires to assign its rights under the
Contract to Atlantic Fund Administration, LLC ("Assignee"), together
with all property of the Customer to which the Contract relates that
is in the possession of Citi, together with all related paper and
electronic files (the effective date of such assignment being the
"Effective Date"). The parties hereto acknowledge that on or prior to
the Effective Date Assignee will enter into an agreement with Citi
pursuant to which, among other things, Assignee will assume all
liabilities under the Contract that relate to or arise out of any
facts, circumstances or events that occur on or after the Effective
Date and do not arise as a result of a breach by Citi of the Contract
prior to the Effective Date.
3. Consent. Customer hereby consents to the assignment and assumption
described above and releases Citi from any and all liability that may
arise under or by reason of the Contract on or after the Effective
Date, other than as a result of breach by Citi of the Contract before
the Effective Date. Customer represents and warrants that it is
authorized and empowered to execute and deliver this Agreement.
Customer may revoke this Agreement only in a writing delivered to Citi
before the Effective Date.
4. Miscellaneous. This Agreement reflects the entire agreement of the
parties with respect to its subject matter, and supersedes all
previous written or oral negotiations, commitments and writings. For
the convenience of the parties and to facilitate execution, this
Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and
the same document. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the
internal laws of the State of Delaware. If any term, covenant or
condition of this Agreement is held to be invalid, illegal or
unenforceable in any respect, all other terms, covenants and
conditions of this Agreement shall remain legal, valid and enforceable
and in full force and effect. This Agreement and any provisions hereof
may not be modified, amended, waived, extended, changed, discharged or
terminated orally, or by any act or failure to act an the part of any
party (or parties) hereto, but only by an agreement in writing signed
by the party (or parties) against whom the enforcement of any
modification, amendment, waiver, extension, change, discharge or
termination is sought.
[SIGNATURES FOLLOW]
CITI: Citigroup Fund Services, LLC
By: /s/ Xxxx Xxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxx
Title: Director
Date: 06/16/08
CUSTOMER: Century Capital Management Trust
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Chairman
Date: June 13, 2008
Acknowledged:
ASSIGNEE:
Atlantic Fund Administration, LLC
By: /s/ Xxxxxx X. Xxxx
---------------------------
Name: Xxxxxx X. Xxxx
Title: President
Date: 06/16/08
