Exhibit 23(e)(2)
CENTURY CAPITAL MANAGEMENT TRUST
DISTRIBUTION AND SUBADMINISTRATION AGREEMENT
APPENDIX A
AS OF OCTOBER 1, 2000
AMENDED AS OF JULY 31, 2001
SHAREHOLDER
DISTRIBUTION SERVICE
FUND CLASSES FEE FEE
---- ------- ------------ -----------
Century Small Cap Select Fund Institutional N/A N/A
Investor N/A N/A
Century Shares Trust Single Class N/A N/A
CENTURY CAPITAL MANAGEMENT TRUST
DISTRIBUTION AND SUBADMINISTRATION AGREEMENT
APPENDIX B
AS OF OCTOBER 1, 2000
AMENDED AS OF JULY 31, 2001
COMPENSATION FROM ADVISER
ASSET-BASED FEE
A fee of 0.01% (1 basis point) of the total of the annualized average daily net
assets for the prior month of the Fund. [This fee shall be subject to a $3,250
minimum monthly fee.]
These fees shall be accrued daily and shall be payable monthly in arrears as of
the first day of each calendar month for services performed under this Agreement
during the prior calendar month. If the fees begin to accrue in the middle of a
month or if this Agreement terminates before the end of any month, all fees for
the period from that date to the end of that month or from the beginning of that
month to the date of termination, as the case may be, shall be based upon the
assets during the applicable period;
REGISTERED REPRESENTATIVE FEE
A fee of $2,000 per year for each person employed or otherwise related to the
Adviser whose license as a registered representative is carried by Forum at the
Adviser's request ("Adviser Reps").
These fees shall be payable in arrears as of the first day of each calendar
month for Adviser Reps (a) for which Forum has made the appropriate filing to
register (currently the filing of a Form U-4 with fingerprint cards with the
NASD) during the prior calendar month or (b) whose annual anniversary as a
registered representative of Forum has occurred during the prior calendar month.
BLUE SKY FEES
A fee of $65 per registration, permit or similar item ("Permit") of a Fund or
Class in each State.
These fees shall be payable monthly in arrears as of the first day of each
calendar month for those Permits (a) for which Forum has made the appropriate
filing (for instance, a Form NF) during the prior calendar month or (b) whose
annual anniversary or other renewal date has occurred during the prior calendar
month.
EXPENSE REIMBURSEMENTS
The Adviser shall pay the out-of-pocket costs and expenses of Forum to (i)
obtain and maintain the registration of Adviser Reps with the NASD and the
various States, (ii) subject to the following sentence, investigate, defend or
settle, or pay any fines resulting from, any regulatory investigation or
proceeding with respect to the activities of any Adviser Rep, (iii) file
advertising and sales literature with the NASD and States and (iv) mail or
otherwise deliver the various filings and documents related to Permits and
Adviser Reps, including postage and money transmittal fees.
The Adviser shall have no obligation to reimburse Forum (a) for any costs,
expenses, fines, or amounts paid in settlement of any investigation or
proceeding unless Forum has given the Adviser notice promptly, but in any event
within five (5) business days, after Forum receives notice of the initiation of
such investigation or proceeding and has permitted the Adviser or the affected
Adviser Rep to participate in the defense of such investigation or proceeding to
the maximum extent permitted by the applicable regulatory agency and (b) for any
amounts paid in settlement of any investigation or proceeding without the
Adviser's prior written consent, which will not be unreasonably withheld; and
Forum shall not enter into any settlement or consent decree involving a sanction
or penalty imposed on the Adviser or any Adviser Rep without the prior written
consent of the Adviser or such Adviser Rep, as the case may be, which will not
be unreasonably withheld.
