Exhibit 23(h)(6)
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT (this "Agreement"), dated as of January 29,
2004, 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 computed on the average daily net assets at the annual rate of 0.15%.
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
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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.
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(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 SHARES TRUST, on behalf of
its CENTURY SHARES TRUST series
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title:
CENTURY CAPITAL MANAGEMENT, LLC
By: /s/ XXXXX XXXXXXXXX
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Name: Xxxxx Xxxxxxxxx
Title: Managing Director
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