AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT
Amendment, dated as of April 18, 2008, to the Transfer Agency and
Services Agreement, as amended and restated, dated as of October 16, 2007,
between Century Capital Management Trust, a Massachusetts business trust with
its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Trust"), and Citigroup Fund Services, LLC,
formerly known as Forum Shareholder Services, LLC, a Delaware limited liability
company with its principal office and place of business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Citigroup").
W I T N E S S E T H :
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WHEREAS, effective as of October 16, 2007, the Trust and Citigroup
entered into an amended and restated Transfer Agency and Services Agreement
(hereinafter referred to as the "Agreement" and the terms of which are
incorporated herein by reference and made a part hereof);
WHEREAS, pursuant to Section 13 of the Agreement, Citigroup has
requested that the Trust approve the assignment of the Agreement to Atlantic
Fund Administration, LLC, a Delaware limited liability company with its
principal office and place of business at Three ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Atlantic");
WHEREAS, each of the Trust and Atlantic has agreed that effective at
the time that the Agreement is assigned to Atlantic, the Agreement shall be
amended in accordance with the terms and conditions of this amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree that the Agreement shall be and hereby is amended as follows:
1. Defined Terms. Terms defined in the Agreement and used and not
otherwise defined herein shall have the meanings given to them in the Agreement.
2. Amendment of Section 11(d). Section 11(d) of the Agreement is
amended by deleting the reference to "sixty (60) days'" and substituting in its
place "one hundred twenty (120) days'".
3. Agreement as Amended. The term "Agreement" as used in the Agreement
shall be deemed to refer to the Agreement as amended hereby and this amendment
shall be effective as of the date that the assignment of the Agreement by
Citigroup to Atlantic is effective, as if executed on such date; provided,
however, that if the assignment of the Agreement by Citigroup to Atlantic is not
effective on or prior to September 30, 2008, then this amendment shall terminate
on October 1, 2008 and shall thereafter be of no further force or effect. It is
expressly understood and agreed that except as provided above, all terms,
conditions and provisions contained in the Agreement shall remain in full force
and effect without any further change or modification whatsoever.
4. Full Force and Effect. If any term, provision, covenant or
restriction of this amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this amendment, and the
Agreement, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
5. Governing Law. This amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within the State.
6. Execution in Counterparts. This amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
7. Ratification, Adoption and Approval. In all respects not
inconsistent with the terms and provisions of this amendment, the Agreement is
hereby ratified, adopted, approved and confirmed.
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IN WITNESS WHEREOF, the parties have caused this third amendment to be
duly executed as of the day and year first above written.
CENTURY CAPITAL MANAGEMENT TRUST
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
CITIGROUP FUND SERVICES, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
ATLANTIC FUND ADMINISTRATION, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
