EX-99.CODE ETH
CENTURY CAPITAL MANAGEMENT TRUST
Code of Ethics
Persons subject to this Code of Ethics are required to engage in honest
and ethical conduct in relation to Century Capital Management Trust (the
"Trust") to avoid actual or apparent conflicts of interest between personal
transactions and relationships and those of the Trust and to avoid practices
which are not consistent with their fiduciary responsibilities. Such fiduciary
responsibilities include: (a) the duty at all times to place the Trust's
shareholders' interests first, (b) the requirement that all personal securities
transactions be conducted consistent with this Code of Ethics and in a manner
which avoids any actual or potential conflict of interest or abuse of an
individual's position of trust and responsibility, and (c) the fundamental
standard that Trust personnel should not take inappropriate advantage of their
positions.
As applied to the Executive Officers (as defined below) of the Trust, the
provisions of this introduction and of Sections 2, 3, 5, 6.2 and 6.3 of this
Code of Ethics are intended to comply with the requirements of Section 406 of
the Sarbanes-Oxley Act of 2002 and applicable regulations thereunder. Such
provisions are referred to herein collectively as the "Regulatory Code." Where
the same provisions of this Code of Ethics apply to both Executive Officers and
other personnel, the provisions as applied to such other personnel are deemed
not to be part of the Regulatory Code.
Certain of the officers and Trustees of the Trust are officers of Century
Capital Management, Inc, the investment adviser to the Funds (the "Adviser").
The Adviser manages the day-to-day investment affairs of the Funds, including
selecting securities to be purchased, held and sold, and placing orders for
portfolio transactions. The Adviser has its own Code of Ethics pursuant to Rule
17j-1 under the Investment Company Act of 1940, as amended. The Adviser's Code
of Ethics has been or will be approved by the Trustees of the Trust, including a
majority of the Disinterested Trustees. Any Trustee or officer of the Trust or
any person who would otherwise be subject to this Code of Ethics, who is subject
to the Code of Ethics of the Adviser and who complies with such Code, shall not
be subject to the provisions of this Code; provided, however, that any Executive
Officer (even if such Executive Officer is an officer or Trustee of the Adviser
and complies with its Code) shall be subject to the Regulatory Code.
Section 1. Definitions
1.1 Definitions
(a) "Fund" means either of Century Small Cap Select Fund, Century Shares
Trust, or any additional mutual fund created as a series of the Trust,
as the context may require.
(b) "Access Person" means any Trustee, officer, or Advisory Person of the
Trust and any director, officer, or general partner of any investment
adviser to a Fund.
(c) "Advisory Person" means (i) any employee of the Trust or of any
investment adviser to a Fund (or of any company in a Control
relationship to the Trust or such investment adviser), who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale
of a security(1) by a Fund, or whose functions relate to the making of
any recommendations with respect to such purchases or sales; and (ii)
any natural person in a Control relationship to the Trust or such
investment adviser who obtains information concerning recommendations
made to a Fund with regard to the purchase or sale of a security by a
Fund.
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(1) For purposes of this Code, the term "security" has the meaning set forth in
Section 2(a)(36) of the Investment Company Act of 1940, as amended, and includes
any security that is not a "Security," as defined in Section 1.1(p) of this
Code.
(d) "Approval" means the written approval of the Compliance Officer or, in
the absence of such Compliance Officer or should the Compliance
Officer be the Access Person seeking Approval, by the Chairman of the
Trustees of the Trust, in either case applying the standard that
granting such Approval would be consistent with the interests of the
Trust and its shareholders and the factors listed in Section 3.3(a)
below.
(e) A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation
(f) "Beneficial Ownership" has the same meaning as in SEC Rule
16a-1(a)(2): generally, a direct or indirect pecuniary interest,
including ownership by a person's spouse and other Members of the
Family of the person, certain family trusts, and other circumstances
in which the person may profit, directly or indirectly, from
transactions in the respective securities.
(g) "Compliance Officer" means a person designated by the Trust as the
Trust's Compliance Officer or another person that he or she designates
to perform the functions of Compliance Officer when he or she is not
available. For purposes of reviewing the Compliance Officer's own
transactions and reports under this Code, the functions of the
Compliance Officer are performed by the Chairman of the Trustees, or
another officer of the Funds that the Chairman of the Trustees may
designate from time to time.
(h) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act of 1940, as amended.
(i) "Executive Officer" includes the Trust's principal executive officer,
principal financial officer, principal accounting officer or
controller, and any person performing similar functions, regardless of
whether any such individual is employed by the Trust or a third party.
(j) "Disinterested Trustee" means a Trustee of the Trust who is not an
"interested person" of the Trust within the meaning of Section
2(a)(19) of the Investment Company Act of 1940.
(k) "Ineligible Security" shall have the meaning set forth in Section
3.1(b) below.
(l) "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting requirements
of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
(m) "Members of the Family" of a person include (i) the person's spouse or
domestic partner (unless they do not live in the same household as the
person and the person does not contribute in any way to their
support), (ii) the person's children under the age of 18, (iii) the
person's children who are 18 or older (unless they do not live in the
same household as the person and the person does not contribute in any
way to their support), and (iv) any of the following people who live
in the person's household: the person's stepchildren, grandchildren,
parents, stepparents, grandparents, brothers, sisters, parents-in-law,
sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law,
including adoptive relationships.
(n) "Portfolio Manager" shall mean the person(s) responsible for the daily
management of a Fund's portfolio, and shall include the individual
members of any Investment Committee established to manage such
portfolio.
(o) "Purchase or sale of a Security" includes, inter alia, the writing or
purchase of an option to purchase or sell a Security. A purchase or
sale in the public markets shall be deemed to occur on the trade date.
A purchase or sale other than in the public markets shall be deemed to
occur on the date when the rights of the parties are fixed.
(p) "Security" shall have the meaning set forth in Section 2(a)(36) of the
Investment Company Act of 1940, except that it shall not include
shares of registered open-end investment companies (mutual funds),
direct obligations of the government of the United States, bankers'
acceptances, bank certificates of deposit, commercial paper, or high
quality short term debt instruments, including repurchase agreements.
This is a very broad definition of security. It includes most kinds of
investment instruments, including things that you might not ordinarily
think of as "securities," such as options on securities, on indexes
and on currencies, investments in all kinds of limited partnerships,
investments in foreign unit trusts and foreign mutual funds, and
investments in private investment funds and hedge funds. Unless
capitalized, the term "security" shall have the meaning set forth in
Section 2(a)(36) of the Investment Company Act of 1940, as amended.
(q) "Security held or to be acquired" by a Fund means any Security which,
within the most recent 15 days, (i) is or has been held by the Fund,
or (ii) is being or has been considered by the Fund for purchase by
the Fund, and includes any option to purchase or sell, and any
security convertible into or exchangeable for, such Security.
Section 2. Prohibited Fraudulent Actions
No Trustee, officer or employee of the Trust, or of any investment adviser
to a Fund, or any other affiliated person of the Trust or investment adviser
shall, in connection with the purchase or sale, directly or indirectly, by such
person of a Security held or to be acquired by a Fund:
(a) employ any device, scheme or artifice to defraud the Trust;
(b) make any untrue statement of a material fact to the Trust or in
connection with any Approval, or omit to state a material fact
necessary in order to make the statements made to the Trust or in
connection with any Approval, in light of the circumstances in which
they are made, not misleading;
(c) engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Trust; or
(d) engage in any manipulative practice with respect to the Trust.
Section 3. Additional Prohibitions
3.1 Exempted Transactions
The prohibitions of Section 3 of this Code (except for the prohibitions of
Section 3.3(b) and 3.3(c)) shall not apply to:
(a) Purchases or sales of Securities effected for, and Securities held in,
any account over which the Access Person has no direct or indirect
influence or control.
(b) Purchases or sales of securities which are not eligible for purchase
or sale by any Fund ("Ineligible Securities") or are broadly-based
traded options or futures.
(c) Purchases or sales of Securities which are non-volitional on the part
of either the Access Person or any Fund.
(d) Purchases or sales of Securities as part of an automatic dividend
reinvestment plan.
(e) Purchases of Securities effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.
(f) Purchases of Securities from the issuer pursuant to a prearranged
plan, such as for the payment of directors' fees in the form of
Securities; provided that the plan initially received Approval.
(g) Transactions by persons defined as "Access Persons" under the
Adviser's Code of Ethics in securities of collective investment
vehicles and other entities for which the Adviser serves as the
investment adviser.
(h) Transactions by persons defined as "Access Persons" under the
Adviser's Code of Ethics in securities by Adviser-sponsored collective
investment vehicles and any other persons or accounts for which the
Adviser serves as investment adviser as to which such Access Person
may be deemed to have Beneficial Ownership.
(i) Transactions by persons defined as "Access Persons" under the
Adviser's Code of Ethics in securities issued by the Adviser or any of
its affiliates
3.2 Prohibited Purchases and Sales
No Access Person shall purchase or sell, directly or indirectly, any
Security (or any closely related security, such as an option or a related
convertible or exchangeable security) in which he or she has, or by reason of
such transaction acquires, any Beneficial Ownership and which he or she knows or
should have known at the time of such purchase or sale:
(a) is being considered for purchase or sale by a Fund; or
(b) is being purchased or sold by a Fund or otherwise is the subject of a
pending "buy" or "sell" order placed on behalf of a Fund.
3.3 Other Prohibited Personal Activity
In addition to the prohibitions described in Section 3.2 above:
(a) Pre-Approval. No Access Person, except a Disinterested Trustee or a
Trustee who is not simultaneously an officer of the Adviser or any
other investment adviser to any Fund, shall purchase or sell any
Security for any account in which an Access Person or a Member of the
Family of an Access Person has any Beneficial Ownership without first
obtaining Approval for such transaction in such form as the Trustees
or the Compliance Officer may prescribe. The standard to be applied in
determining whether to grant any such Approval is whether the proposed
transaction would be consistent with the interests of the Funds,
taking into account such factors as (i) the possibility of economic
harm to the Funds from such transaction, (ii) the possibility that the
transaction would affect a highly institutional market, and (iii)
whether the Securities being purchased or sold are related
economically to Securities to be purchased, sold or held by the Funds.
The Compliance Officer may revoke an Approval at any time after it is
granted and before the transaction is effected. The Compliance Officer
may deny or revoke an Approval for any reason.
(b) Initial Public Offering. No Access Person or any Member of the Family
of an Access Person shall acquire, directly or indirectly, Beneficial
Ownership in any security in the Initial Public Offering of such
security. Note that the exemptions listed in Section 3.1 do not apply
to the restrictions of this Section 3.3(b). This prohibition shall not
apply to a Disinterested Trustee or a Trustee who is not
simultaneously an officer of the Adviser or any other investment
adviser to any Fund.
(c) Private Placements. No Access Person and no Member of the Family of an
Access Person shall acquire, directly or indirectly, Beneficial
Ownership in any security in a private placement; provided, however,
that such persons may purchase any such security in a private
placement with the prior Approval of the transaction, which will not
be provided unless such person provides a signed undertaking to
disclose such purchase in the future if and when such person is
involved in the consideration of an investment in any security of the
issuer on behalf of a Fund. The term "private placement" means an
offering that is exempt from registration under the Securities Act of
1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504,
Rule 505 or Rule 506 of the Securities Act of 1933. Note that the
exemptions listed in Section 3.1 do not apply to the restrictions of
this Section 3.3(c). This prohibition shall not apply to a
Disinterested Trustee or a Trustee who is not simultaneously an
officer of the Adviser or any other investment adviser to any Fund.
(d) Short-Term Trading. No Access Person or a Member of the Family of an
Access Person may purchase and sell, or sell and purchase, a Security
(or any closely related security, such as an option or a related
convertible or exchangeable security) within any period of 60 calendar
days. If any such transactions occur, the Trust may require any
profits from the transactions to be disgorged to the Funds. This
prohibition will not apply if the Access Person or the Member of the
Family of the Access Person engaging in the transaction must execute
the transaction to raise funds to provide for a medical or other
unforeseeable emergency. This prohibition shall not apply to a
Disinterested Trustee or a Trustee who is not simultaneously an
officer of the Adviser or any other investment adviser to any Fund.
(e) 15-Day Blackout Period. No Portfolio Manager or any Member of the
Family of any Portfolio Manager may purchase or sell, directly or
indirectly, any Security (or any closely related security, such as an
option or a related convertible or exchangeable security) during a
period beginning seven days before and ending seven days after the
trade date of any purchase or sale of such Security by the Adviser to
any Fund. If any such transactions occur, the Funds will generally
require any profits from the transactions to be disgorged to the
Funds.
Note: It may sometimes happen that a Portfolio Manager determines -
within the seven calendar days after the day he or she or any Member
of the Family of the Portfolio Manager has purchased or sold for his
or her own account a Security that was not, to the Portfolio Manager's
knowledge, then under consideration for purchase by any Fund - that it
would be desirable for a Fund as to which the Portfolio Manager is
responsible for making investment recommendations or decisions to
purchase or sell the same Security (or a closely related security). In
this situation, the Portfolio Manager must put the Funds' interests
first, and promptly make the investment recommendation or decision in
the Funds' interest, rather than delaying the recommendation or
decision for the Funds until after the seventh day following the day
of the transaction for the Portfolio Manager's (or Member of the
Family's) own account to avoid conflict with the blackout provision of
this Code. The Trust recognizes that this situation may occur entirely
in good faith, and will not require disgorgement of profits in such
instances if it appears that the Portfolio Manager acted in good faith
and in the best interests of the Funds.
(f) Gifts; Service on Board. No Access Person, except a Disinterested
Trustee or a Trustee who is not simultaneously an officer of the
Adviser or any other investment adviser to any Fund:
(i) shall receive any gift or other accommodation of more than de
minimus value from any person or entity that does business with or on
behalf of the Adviser that might create a conflict of interest with
the impartial discharge of such person's responsibilities to the Funds
or place the recipient or a Fund in a difficult or embarrassing
position; or
(ii) shall serve on the Board of Directors of any publicly-traded
company unless the Access Person obtains prior written Approval, based
upon a determination that the board service would be consistent with
the interests of the Funds.
The prohibition of clause (i) above applies equally to gifts to
Members of the Family of an Access Person (other than a Disinterested
Trustee or a Trustee who is not simultaneously an officer of the
Adviser or any other investment adviser to any Fund); however, the
prohibition of clause (i) does not apply to the receipt of gifts or
other accommodations from the Adviser by employees of the Adviser
acting in such capacity, and is not intended to prohibit normal
business entertainment.
Section 4. Reporting
4.1 In General
Every Access Person (other than a Disinterested Trustee) shall make the
reports to the Trust described in Section 4.3 of this Code with respect to (i)
the Access Person's Beneficial Ownership of, or transactions in, any Security in
which such Access Person has, or by reason of such transaction acquires, any
Beneficial Ownership and (ii) certain accounts established by such person;
provided, however, that an Access Person shall not be required to make any of
such reports with respect to transactions effected for, or Securities held in,
any account over which such person does not have any direct or indirect
influence or control.
4.2 Disinterested Trustees
A Disinterested Trustee shall file a quarterly transaction report in
accordance with Section 4.3(b) to report any transaction in a Security in which
such person has, or by reason of such transaction acquires, Beneficial Ownership
if such Disinterested Trustee, at the time of that transaction, knew or, in the
ordinary course of fulfilling his or her official duties as a Disinterested
Trustee, should have known that, during the 15-day period immediately before or
after the date of such transaction, such Security was purchased or sold by a
Fund or was being considered by a Fund or its investment adviser for purchase or
sale.
4.3 Required Reports
(a) Initial Holdings Report. No later than 10 days after becoming an
Access Person, he or she shall submit an initial holdings report that
shall contain the following information:
(i) The title, number of shares, and/or principal amount of each
Security in which the Access Person had any direct or indirect
Beneficial Ownership when the person became an Access Person;
(ii) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which securities were held for
the direct or indirect benefit of the Access Person as of the
date the person became an Access Person; and
(iii) The date that the report is submitted by the Access Person.
(b) Quarterly Transaction Reports. No later than 10 days after the end of
each calendar quarter in which (1) a transaction occurs by which an
Access Person acquires or disposes of Beneficial Ownership of any
Security (including by gift or inheritance) or (2) an Access Person
establishes an account with any broker, dealer, or bank for holding or
trading securities of which such person has Beneficial Ownership, he
or she shall submit a quarterly transaction report of such transaction
and/or account that shall contain the following information:
(i) With respect to each such transaction during the calendar
quarter:
(A) The date of the transaction, the title, the interest rate
and maturity date (if applicable), and the principal amount
of each Security involved and/or the number of shares;
(B) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(C) The price (if any) at which the transaction was effected;
(D) The name of the broker, dealer, or bank with or through whom
the transaction was effected; and
(E) The date that the report is submitted by the Access Person.
(ii) With respect to any such account established during the calendar
quarter:
(A) The name of the broker, dealer, or bank with whom the Access
Person established the account;
(B) The date the account was established; and
(C) The date that the report is submitted by the Access Person.
(c) Annual Holdings Report. On or before January 30 of each year, every
Access Person shall provide to the Trust an annual holdings report
(which information must be current as of a date no more than 30 days
before the report is submitted), which report shall contain the
following information:
(i) The title, number of shares, and/or principal amount of each
Security in which the Access Person had any direct or indirect
Beneficial Ownership;
(ii) The name of any broker, dealer, or bank with whom the Access
Person maintains an account in which are held any securities for
the direct or indirect benefit of the Access Person; and
(iii) The date that the report is submitted by the Access Person.
4.4 Miscellaneous
(a) Any report required under this Section 4 may contain a statement that
the report shall not be construed as an admission by the person making
such report that he or she has any Beneficial Ownership in the
Security to which the report relates.
(b) A report required under Section 4 may be in the form of a copy of the
standard brokerage account statement of the affected Access Person, as
long as it provides the information described within the time periods
required in Section 4.
4.5 Duplicate Confirmation Statements
If an Access Person (or any Member of the Family of an Access Person) has
a securities account with any broker, dealer or bank, the Access Person must
provide to the Compliance Officer copies of the transaction confirmation
statements and all account statements relating to that account when such
statements become available to the Access Person and at least on a quarterly
basis.
Section 5. Compliance with Applicable Laws and Disclosure Requirements
It shall be the responsibility of the appropriate Executive Officers to
establish, implement and comply with procedures designed to ensure the Trust's
and such Executive Officers' compliance with applicable governmental laws,
rules, and regulations, including without limitation those requiring full, fair,
accurate, timely, and understandable disclosure in reports and documents that
the Trust or any Fund files with, or submits to, the Securities and Exchange
Commission or in other public communications made by the Trust or Fund. The
Trustees shall receive periodic reports on such procedures and their
implementation.
Section 6. Administration of the Code
6.1 Review of Reports.
The Trust's designated Compliance Officer (or, in the absence of such an
Officer, the Secretary of the Trust), or, in the case of such Officer's reports,
the Chairman of the Trustees, shall review all reports submitted to the Trust
under Section 4.3 and shall bring any material discrepancies or compliance
issues to the attention of the Chairman or the Trustees as appropriate.
6.2 Waivers
Waivers of the Regulatory Code may be granted by the Chairman of the
Trustees or, in the case of any waiver with respect to the Chairman, by the
Trustees or a committee thereof. The granting of any waiver shall be in writing
and shall require a determination that the proposed conduct is consistent with
law and with the general principles of this Code. Waivers of the Code of Ethics
(other than the Regulatory Code) may be granted as described in Section 7.2.
6.3 Code Violations and Sanctions
Upon discovering a violation of this Code, any person subject hereto shall
report such violation to the Trust's designated Compliance Officer (or, in the
absence of such an Officer, the Secretary of the Trust), or, in the case of a
violation by such Officer, the Chairman of the Trustees. The Chairman shall have
responsibility for determining whether a sanction is appropriate and the form of
any sanction; provided that the Trustees or a committee thereof may review and
modify such determination, and the sanction for any violation by the Chairman
shall be addressed solely by the Trustees or a committee thereof.
6.4 Annual Compliance Report
At or before the initial meeting of the Trustees in each fiscal year or
such other time as may be agreed to by the Trustees, the Trust and each Fund's
investment adviser(s) shall each furnish to the Trustees, and the Trustees shall
consider, a written report that:
(a) describes any issues arising under the Trust's or such adviser's Code
or procedures for implementing such Code since the last such report to
the Trustees, including, but not limited to, information about
material violations of such Code or procedures and sanctions imposed
in response to the material violations; and
(b) certifies that it has adopted procedures reasonably necessary to
prevent Access Persons from violating this Code.
6.5 Joint Administration
Reports required under Section 4 may be submitted and maintained jointly
with the same reports required under the Code of Ethics of any one or more other
fund or company in a Control relationship with the Trust, provided that access
to such reports is under the control of Trust personnel at all times.
Section 7. Recordkeeping and Disclosure Requirements
7.1 Reports
The Trust shall maintain at its principal place of business the following
records relating to the Code, and shall make such records available to the SEC
at any time and from time to time for reasonable periodic, special or other
examination:
(a) a copy of each code of ethics for the Trust that is in effect, or at
any time within the past five years was in effect, which shall be
maintained in an easily accessible place;
(b) a record of any violation of this Code, and of any action taken as a
result of the violation, which shall be maintained in an easily
accessible place for at least five years after the end of the fiscal
year in which the violation occurs;
(c) a copy of each report required under Section 4, which shall be
maintained for at least five years after the end of the fiscal year in
which the report is made or the information is provided, the first two
years in an easily accessible place;
(d) a record of all persons, currently or within the past five years, who
are or were required to make reports under Section 4, or who are or
were responsible for reviewing these reports, which shall be
maintained in an easily accessible place; and
(e) a copy of each report required under Sections 5 and 6.4, which shall
be maintained for at least five years after the end of the fiscal year
in which the report is made or the information is provided, the first
two years in an easily accessible place.
7.2 Approvals and Waivers
(a) Subject to Section 6.2, the Compliance Officer has the authority to
grant Approvals and written waivers of the provisions of this Code in
appropriate instances. However, the Trust expects that waivers will be
granted only in rare instances, and some provisions of the Code that
are mandated by SEC rule cannot be waived. The standard to be applied
in determining whether to grant any waiver is whether the transaction
was consistent with the interests of the Funds, taking into account
such factors as (i) any economic harm to the Funds from such
transaction, (ii) whether the transaction affected, or would be
expected to effect, a highly institutional market, and (iii) whether
the securities that were purchased or sold are related economically to
securities to be purchased, sold or held by the Funds.
(b) The Trust shall maintain in an easily accessible place a record of
each waiver and Approval and the reasons supporting the waiver or
Approval for at least five years after the end of the fiscal year in
which the waiver or Approval is granted.
7.3 Disclosures
The Trust shall make such public disclosure of this Code of Ethics, the
Regulatory Code, and any amendments or waivers of provisions of the Regulatory
Code as may be required from time to time by applicable law or regulations.