CENTURY CAPITAL MANAGEMENT TRUST
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics (the "Code") has been adopted by the Board of Trustees of
Century Capital Management Trust (the "Trust"), on behalf of each series of the
Trust (the "Funds") and applies to the Funds' Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer (the "Covered
Officers", as listed in Exhibit A). The purpose of this Code is to:
o promote honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o promote full, fair, accurate, timely and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Company;
o promote compliance with applicable laws and governmental rules and
regulations;
o encourage the prompt internal reporting of violations of the Code to
the investment adviser's General Counsel; and
o establish accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. RESPONSIBILITIES OF COVERED OFFICERS
A "conflict of interest" occurs when a Covered Officer's private interest
interferes with the interests of, or his service to, the Trust. Covered Officers
may not improperly use their position with a Fund for personal or private gain
to themselves, their family, or any other person. They may not use their
position to influence decisions on matters related to the operations of the Fund
where they would benefit personally at the Fund's expense or to the Fund's
detriment. Covered Officers may not cause the Fund to take action, or refrain
from taking action, for their personal benefit at the Fund's expense or to the
Fund's detriment.
Certain conflicts of interest may arise out of the relationships between Covered
Officers and the Trust and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Trust because of
their status as "affiliated persons" of the Trust. The Trust's and the
investment adviser's compliance programs and procedures are designed to prevent,
or identify and correct, violations of these provisions. This Code does not, and
is not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit,
conflicts may arise from, or as a result of, the contractual relationship
between the Trust and the investment adviser of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Trust or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Trust. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Trust and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Trust. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically.
Covered Officers should avoid actual conflicts of interest and the appearance of
conflicts of interest beyond those covered by the Investment Company Act and the
Investment Advisers Act. The following list provides examples of possible
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interests of the Funds.
Each Covered Officer must:
o not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Trust
whereby the Covered Officer would benefit personally to the detriment
of the Trust;
o not cause the Trust to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit the Trust; and
o not use material non-public knowledge of portfolio transactions made
or contemplated for the Trust to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions.
There are some conflict of interest situations that generally should be
discussed with a senior legal officer if material. Examples of these include:
o service as a director on the board of any public or private company;
o the receipt of any non-nominal gifts;
o the receipt of any entertainment from any company with which the Trust
has current or prospective business dealings unless such entertainment
is businessrelated, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety;
o any ownership interest in, or any consulting or employment
relationship with, any of the Trust's service providers, other than
its investment adviser, principal underwriter, administrator or any
affiliated person thereof;
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Trust for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. DISCLOSURE AND COMPLIANCE
Each Covered Officer should familiarize himself with the disclosure requirements
generally applicable to the Trust and, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the Funds and
the adviser with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents that the Funds file with,
or submit to, the SEC and in other public communications made by the Funds. A
Covered Officer should not knowingly misrepresent, or cause others to
misrepresent, facts about the Trust to others, whether within or outside the
Trust, including to the Trust's directors and auditors, and to governmental
regulators and self-regulatory organizations.
Each Covered Officer must comply with all laws, rules and regulations, and
policies and procedures that apply to his role, responsibilities and duties with
respect to the Trust. Further, it is the responsibility of each Covered Officer
to promote compliance with the standards and restrictions imposed by applicable
laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must affirm in writing to the Board that he has received,
read, and understands this Code and, annually thereafter, that he has complied
with it. Understanding and complying with this Code is the obligation of each
Covered Officer.
Each Covered Officer must notify the investment adviser's General Counsel
promptly if he knows of any violation of this Code. Failure to do so is, in
itself, a violation of this Code.
The General Counsel will take all appropriate action to investigate any
potential violation of this Code. If, after investigation, the General Counsel
believes that no violation has occurred, no further action is required. If,
after investigation, the General Counsel believes that a violation has occurred,
the General Counsel will report such violation to the Trust's Ethics Oversight
Committee. If the Committee concurs that a violation has occurred, it will
inform the Board and present a recommendation for appropriate action.
A Covered Officer may not retaliate against any other Covered Officer or any
employee of the Funds or their affiliated persons for reports of potential
violations that are made in good faith.
V. WAIVERS
A Covered Officer may request a waiver from this Code by submitting a written
request for a waiver to the General Counsel, who will then present the request
to the Trust's Ethics Oversight Committee for consideration. The Committee will
determine whether to grant the waiver. The General Counsel will be responsible
for making any required disclosures related to waivers granted.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Funds, the Fund's adviser, principal underwriter, or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code
to the extent that they overlap or conflict with the provisions of this Code.
The Funds' and their investment adviser's codes of ethics under Rule 17j-1 under
the Investment Company Act are separate requirements applying to the Covered
Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board. The General Counsel will
be responsible for making any required disclosures related to amendments to this
Code.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Board and counsel to the Trust and the
investment adviser.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Company, as to any fact,
circumstance, or legal conclusion.
Date: December 16, 2004
EXHIBIT A
Persons Covered by this Code of Ethics
Principal Executive Officer Alexander L. Thorndike
Principal Accounting Officer: Steven Alfano