Exhibit 23(d)(2)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 29th day of January, 2004, 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 Shares Trust, 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 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 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 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 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)
0.70% 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.
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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).
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
CENTURY CAPITAL MANAGEMENT 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
Notice
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 with respect to the Fund
by officers of the Trust as officers and not individually and that the
obligations of this Agreement are not binding upon the Trustees, officers or
holders of shares individually but are binding only upon the assets and
property of the Fund.
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