SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

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Century Capital Management Trust
(Name of Registrant as Specified in its Charter)

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[X] No fee required.
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pursuant to Exchange Act Rule 0-11:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

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CENTURY CAPITAL MANAGEMENT TRUST
Century Shares Trust
Century Small Cap Select Fund

100 Federal Street, 29th Floor, Boston, Massachusetts 02110
1-800-321-1928
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NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 30, 2007
----------------------

To the Shareholders of Century Capital Management Trust (the "Trust"):

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Century
Shares Trust and Century Small Cap Select Fund, each a series of the Trust
(each a "Fund" and collectively, the "Funds"), will be held on July 30, 2007 at
4:00 p.m. (Eastern time), at the office of the Trust, 100 Federal Street, 29th
Floor, Boston, Massachusetts 02110 (the "Meeting"), to consider and act upon
the following proposals (each a "Proposal") and to transact such other business
as may properly come before the Meeting or any adjournment thereof:

PROPOSAL I: To elect a Board of Trustees for the Funds.

PROPOSAL II: To approve amendments to the fundamental investment policies
of each Fund.

PROPOSAL III: To approve the elimination of certain fundamental investment
policies of Century Shares Trust.

PROPOSAL IV: To approve the reclassification of certain fundamental
investment policies of Century Shares Trust as non-fundamental.

With respect to Proposal I, all of the Trust's shareholders will vote together
as a single class. With respect to Proposal II, the shareholders of each Fund
will vote separately by Fund and separately on each of Proposals II.A through
II.F (as described in the attached Proxy Statement). With respect to Proposals
III and IV, the shareholders of Century Shares Trust will vote separately on
each of Proposals III.A through III.D and Proposals IV.A through IV.C (as
described in the attached Proxy Statement).

The attached Proxy Statement provides additional information about this Meeting.
Shareholders of record of each Fund as of the close of business on June 15, 2007
are entitled to notice of and to vote at the Meeting and at any adjournments or
postponements thereof. Please read the enclosed Proxy Statement carefully before
you vote.

This proxy is being solicited on behalf of your Fund's Board of Trustees.

The Board of Trustees unanimously recommends that you vote FOR all of the
proposals.

By Order of the Board of Trustees,

/s/ Steven Alfano

Steven Alfano
Secretary

PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
CENTURY CAPITAL MANAGEMENT TRUST
Century Shares Trust
Century Small Cap Select Fund

TO BE HELD ON JULY 30, 2007

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GENERAL

This proxy statement (the "Proxy Statement") is furnished in connection with the
solicitation of proxies by and on behalf of the Board of Trustees (the "Board")
of Century Capital Management Trust (the "Trust"), and each series of the Trust
listed above (each a "Fund" and collectively the "Funds"), for a Special Meeting
of Shareholders to be held at the office of the Trust at 100 Federal Street,
29th Floor, Boston, Massachusetts, on July 30, 2007 at 4:00 p.m. (Eastern time),
and at any adjournment thereof, at which shareholders will be asked to consider
several proposals (each a "Proposal" and collectively, the "Proposals").

This Proxy Statement, along with the enclosed Notice of a Special Meeting of
Shareholders and the accompanying proxy card (the "Proxy Card"), are first being
mailed to shareholders on or about June 29, 2007. It explains what you should
know before voting on the matters described herein. Please read the Proxy
Statement carefully before you vote.

The Meeting is being held to consider and to vote on the following Proposals for
the Funds, as indicated below and as described more fully herein, and such other
matters as properly may come before the Meeting:

Proposal Description of Proposal Affected Funds
- ---------- ------------------------------------------------ ------------------------------

I To Elect a Board of Trustees Century Shares Trust
Century Small Cap Select Fund

II.A To Approve Amendments to the Fundamental Century Shares Trust
Investment Policy regarding Borrowing Money Century Small Cap Select Fund

II.B To Approve Amendments to the Fundamental Century Shares Trust
Investment Policy regarding Issuance of Senior Century Small Cap Select Fund
Securities

II.C To Approve Amendments to the Fundamental Century Shares Trust
Investment Policy regarding Underwriting Century Small Cap Select Fund
Securities

II.D To Approve Amendments to the Fundamental Century Shares Trust
Investment Policy regarding Investing in Real Century Small Cap Select Fund
Estate

II.E To Approve Amendments to the Fundamental Century Shares Trust
Investment Policy regarding Investing in Century Small Cap Select Fund
Commodities

II.F To Approve Amendments to the Fundamental Century Shares Trust
Investment Policy regarding Making Loans Century Small Cap Select Fund

III.A To Approve the Elimination of the Fundamental Century Shares Trust
Investment Policy regarding Diversification

III.B To Approve the Elimination of the Fundamental Century Shares Trust
Investment Policy regarding Companies with
Fewer than Three Years Continuous Operations

III.C To Approve the Elimination of the Fundamental Century Shares Trust
Investment Policy regarding Investing for
Control

III.D To Approve the Elimination of the Fundamental Century Shares Trust
Investment Policy regarding Companies in
which Trustees and Officers are Shareholders

IV.A To Approve the Reclassification of the Policy Century Shares Trust
regarding Debt Securities as Non-Fundamental

IV.B To Approve the Reclassification of the Policy Century Shares Trust
regarding Investment Companies as Non-
Fundamental

IV.C To Approve the Reclassification of the Policy Century Shares Trust
regarding Margin Purchases and Short Sales as
Non-Fundamental

With respect to Proposal I, all of the Trust's shareholders will vote together
as a single class. With respect to Proposal II, the shareholders of each Fund
will vote separately by Fund and separately on each of Proposals II.A through
II.F. With respect to Proposals III and IV, the shareholders of Century Shares
Trust will vote separately on each of Proposals III.A through III.D and
Proposals IV.A through IV.C.

The appointed proxies will vote in their discretion on any other business that
properly may come before the Meeting.

THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSALS I-IV.

The Trust will furnish to you upon request, without charge, a copy of the Funds'
annual report for the fiscal year ended October 31, 2006, and a copy of the
Funds' semi-annual report for the six-month period ended April 30, 2007. You may
request a report by telephone by calling 1-800-321-1928, or by writing to the
Trust at 100 Federal Street, 29th Floor, Boston, Massachusetts 02110. The
Reports also are available on the Funds' website at www.centuryfunds.com or at
the website of the Securities and Exchange Commission (the "Commission") at
www.sec.gov.

PROPOSAL I

ELECTION OF BOARD OF TRUSTEES
(BOTH FUNDS)

The Board of Trustees has a Nominating Committee which is composed solely of
trustees who are not "interested persons" (as defined in the Investment Company
Act of 1940, as amended (the "1940 Act")) of a Fund or Century Capital
Management, LLC, the Funds' investment adviser ("Century" or the "Adviser").
Board members who are not interested persons of a Fund or Century are referred
to as "Independent Trustees," and Board members who are interested persons of a
Fund or Century are referred to as "Interested Trustees" throughout this Proxy
Statement.

The Nominating Committee is responsible for recommending candidates to serve as
Board members. In considering a candidate's qualifications, the Nominating
Committee generally considers the potential candidate's educational background,
business or professional experience, ability, judgment and expertise, and
availability and willingness to attend meetings. At a meeting held on June 12,
2007, the Nominating Committee determined to recommend to the full Board the
slate of nominees described below for election to the Board, and the Board
accepted the Nominating Committee's recommendation and determined to submit this
slate of Independent Trustee nominees for election by shareholders.

The following table provides information about the nominees. This information
includes each nominee's name, age, current position with the Funds (if any),
length of service, principal occupation(s) during the past five years and other
directorships

held. Each nominee, except for Laura A. Johnson and Ellen M. Zane, is currently
a member of the Board of Trustees and oversees the two Funds. If elected, each
Trustee would oversee the two Funds. Each nominee's address is c/o Century
Capital Management, LLC, 100 Federal Street, 29th Floor, Boston, Massachusetts.

INDEPENDENT TRUSTEE NOMINEES

Name, Age, Position held with Principal Occupation and Other Directorships
Trust and Length of Time Served During Past 5 Years
- ---------------------------------- ---------------------------------------------------------

William Gray (55) ................ Co-Chief Executive Officer, North America Region,
Trustee since July 2006 Ogilvy & Mather Worldwide (advertising firm) (2005 to
present); President, Ogilvy & Mather, New York (1997
to 2005). Other Directorships: American Red Cross of
Greater New York, Chairman (since 2002), Member
(since 1999); The New York Public Library (since
1999); The National Advertising Review Board (since
2001); Wakeman Boys Club (since 1989).

Stephen W. Kidder (54) ........... Managing Partner, Hemenway & Barnes (law firm).
Trustee since 2005 Other Directorships: Trustee, Wellesley College;
Trustee, Isabella Stewart Gardner Museum; Trustee,
Children's Hospital Trust; Director, The Concord
Bookshop, Inc.

Jerrold Mitchell (68) ............ Independent Investment Adviser (since 1995); Senior
Trustee since 2004 Advisor, Saltonstall & Co. (family investment office)
(April 2007 to present); Chief Investment Officer, The
Boston Foundation (2005 to 2007); Chief Investment
Officer, Massachusetts Pension Reserves Investment
Management Board (2001 to 2004). Other
Directorships: Trustee, Boston Athenaeum; Trustee,
Yale Library Associates; Trustee, Trustees of Donations;
Commissioner of Trust Funds, Town of Wayland.

Jerry S. Rosenbloom (68) ......... The Wharton School, University of Pennsylvania,
Trustee since 1999 Professor of Insurance and Risk Management and
Academic Director, Certified Employee Benefit
Specialist Program. Other Directorships: Harleysville
Group, Inc.; American Institute for Chartered Property
Casualty Underwriters.

David D. Tripple (63) ............ Pioneer Investment Management, a subsidiary of
Trustee since 2004 UniCredito Italiano (investment adviser), Chief
Executive Officer and Trustee of all U.S. Pioneer
mutual funds (10/00 to 09/01); prior thereto, The
Pioneer Group, Inc. (asset management), Executive
Vice President and Director (09/98 to 10/00). Other
Directorships: The Calamos Funds (16 portfolios).

Laura A. Johnson (53) ......... President, Massachusetts Audubon Society (1999 to
present). Other directorships: Massachusetts Department
of Conservation and Recreation (2004 to present);
Woods Hole Oceanographic Institute (2003 to present);
The Fenn School, Concord, Massachusetts (2001-2007).

Ellen M. Zane (55) ............ President and Chief Executive Officer, Tufts-New
England Medical Center & Floating Hospital for
Children (2004 to present); prior thereto, Network
President, Partners Healthcare System (1994-2004).
Other directorships: Fiduciary Trust Company (2000 to
present); Parexel International Corporation (2006 to
present); John F. Kennedy Library Foundation (1999 to
present); Harvard School of Public Health, Health
Policy & Management Executive Council (1999 to
present); Northeastern University (2004 to present);
Tufts University School of Medicine (2005 to present);
Massachusetts Hospital Association (2005 to present).

INTERESTED TRUSTEE NOMINEES*

Alexander L. Thorndike (41) ......... Managing Partner, Century Capital Management, LLC;
Trustee and Portfolio Manager Managing Member, CCP Capital II, LLC (since 1999)
since 1999; Chairman and Chief (investment management services); Member, CCP
Executive Officer since 2004 Capital IV, LLC (since 2007) (investment management).
No other directorships held.

Davis R. Fulkerson (42) ............. Managing Partner, Century Capital Management, LLC;
Trustee since 2000 Managing Member, CCP Capital II, LLC (since 1999)
(investment management services); President and
Director, CCP Capital III, Inc. (since 2001) (investment
management services); Member, CCP Capital IV, LLC
(since 2006) (investment management services). No
other directorships held.

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* Nominees who are or may be deemed to be "interested persons" (as defined by
the 1940 Act) of the Funds and/or the Adviser. Mr. Thorndike is deemed to
be an "interested person" by virtue of his position as an officer of each
Fund and as a shareholder of the Adviser. Mr. Fulkerson is deemed to be an
"interested person" by virtue of his position as a shareholder of the
Adviser.

Each nominee has consented to serve if elected. Each nominee elected to the
Board will serve until his or her successor has been duly elected and qualified,
or until he or she retires, resigns or is otherwise removed from the Board. The
Board has adopted a mandatory retirement age policy for non-interested Trustees,
which provides for different retirement ages based upon when a non-interested
Trustee was first elected to the Trust. The mandatory retirement date for a
non-interested Trustee first elected to the Board on or before September 28,
2000 is July 31 after such Trustee reaches the age of 75. The mandatory
retirement date for a non-interested

Trustee first elected to the Board after September 28, 2000 is the earlier of
(i) July 31 after such non-interested Trustee reaches the age of 72, or (ii)
July 31 after such non-interested Trustee becomes seven years older than on the
day he or she was first elected to the Board; provided, however, that the
seven-year limit of clause (ii) may be extended at any time by unanimous vote of
the non-interested Trustees. For interested Trustees or officers, however, there
is no mandatory retirement age. The Board may modify these policies from time to
time in accordance with the Trust's Agreement and Declaration of Trust.

OWNERSHIP OF FUND SHARES

The following table provides information about the dollar range of equity
securities beneficially owned by each nominee in each Fund and in all Funds in
the aggregate overseen or to be overseen by the nominee as of March 31, 2007:

Aggregate Dollar Range of
Equity Securities in all
Funds Overseen or to be
Overseen by Nominee in
Dollar Range of Equity Securities Family of
Name of Nominee in each Fund Investment Companies
- ----------------------------- --------------------------------------- --------------------------

Independent Trustee Nominees
William Gray ................ Century Shares Trust $10,001-$50,000
$10,001-$50,000
Century Small Cap Select Fund
$10,001-$50,000
Stephen W. Kidder ........... Century Shares Trust $10,001-$50,000
$10,001-$50,000
Century Small Cap Select Fund
$10,001-$50,000
Jerrold Mitchell ............ Century Shares Trust Over $100,000
Over $100,000
Century Small Cap Select Fund
Over $100,000
Jerry S. Rosenbloom ......... Century Shares Trust Over $100,000
Over $100,000
Century Small Cap Select Fund
Over $100,000
David D. Tripple ............ Century Shares Trust Over $100,000
$10,001-$50,000
Century Small Cap Select Fund
$50,001-$100,000
Laura A. Johnson ............ Century Shares Trust -- None None
Century Small Cap Select Fund -- None
Ellen M. Zane ............... Century Shares Trust -- None None
Century Small Cap Select Fund -- None

Aggregate Dollar Range of
Equity Securities in all
Funds Overseen or to be
Overseen by Nominee in
Dollar Range of Equity Securities Family of
Name of Nominee in each Fund Investment Companies
- ---------------------------- ----------------------------------- --------------------------

Interested Trustee Nominees

Alexander L. Thorndike...... Century Shares Trust Over $100,000
Over $100,000
Century Small Cap Select Fund
Over $100,000
Davis R. Fulkerson ......... Century Shares Trust Over $100,000
Over $100,000
Century Small Cap Select Fund
Over $100,000

- ----------------
* Securities are valued as of March 31, 2007.

COMPENSATION

Each Independent Trustee receives a fee for his or her services, which includes
a quarterly retainer and a fee for each meeting attended. Each Independent
Trustee who serves as the Chairperson of a Committee receives an additional fee
for his or her services. The following table sets forth information about the
compensation paid to each nominee by each Fund and the total compensation
received by each nominee from the fund complex for the fiscal year ended October
31, 2006. Messrs. Thorndike and Fulkerson are interested persons of the Funds
and receive no compensation from the Funds for their services. No member of the
Board of Trustees receives pension or retirement benefits from the Funds.

Aggregate Aggregate Total
Compensation Compensation Compensation
from from from
Century Century Fund Complex
Name of Nominee Shares Trust Small Cap Select Fund Paid to Trustee
- ----------------------------- -------------- ----------------------- ----------------

William Gray1 ............... $1,575 $ 5,925 $ 7,500
Stephen W. Kidder ........... $6,525 $23,475 $30,000
Jerrold Mitchell ............ $6,525 $23,475 $30,000
Jerry S. Rosenbloom ......... $7,505 $26,995 $34,500
David D. Tripple ............ $6,525 $23,475 $30,000
Laura A. Johnson ............ $ 0 $ 0 $ 0
Ellen M. Zane ............... $ 0 $ 0 $ 0

- ----------------
1 Appointed, July 31, 2006

BOARD STRUCTURE

During the fiscal year ended October 31, 2006, the Board conducted 4 meetings.
No Trustee attended less than 75% of the meetings of the Board and all
committees of which he or she was a regular member.

The Board has established the following standing committees: Audit Committee,
Oversight and Governance Committee, Nominating Committee, and Valuation
Committee. Mr. John E. Beard, an Independent Trustee who currently serves on the
Audit Committee, Oversight and Governance Committee and Nominating Committee,
will retire from the Board of Trustees on July 31, 2007, in accordance with the
Trust's retirement policy.

AUDIT COMMITTEE. The Audit Committee is composed of Messrs. Beard, Gray, Kidder,
Mitchell, Rosenbloom (Chair) and Tripple, each of whom is an Independent
Trustee. The primary responsibilities of the Committee are to: (i) assist the
Board in fulfilling its oversight responsibilities for the quality and integrity
of the accounting, auditing and reporting practices of the Funds; (ii) recommend
to the Board the selection, retention or termination of the independent
accountant employed by the Funds for the purpose of preparing or issuing an
audit report or related work; (iii) be directly responsible for the compensation
and oversight of the work of the Funds' independent accountant, including
resolution of disagreements between Fund management and the accountant regarding
financial reporting; (iv) preapprove or establish preapproval policies and
procedures, subject to certain exceptions, concerning all audit and permitted
non-audit services to be provided to the Funds and all permitted non-audit
services to be provided by the Funds' independent accountant to the Adviser and
to entities controlling, controlled by or under common control with the Adviser
that provide ongoing services to the Funds, if the services to be provided by
the accountant relate directly to the operations and financial reporting of the
Funds; and (v) ensure that the Board is fully informed about any findings or
recommendations of the independent accountant.

OVERSIGHT AND GOVERNANCE COMMITTEE. The Oversight and Governance Committee is
composed of Messrs. Beard, Gray, Kidder, Mitchell, Rosenbloom and Tripple
(Chair), each of whom is an Independent Trustee. The Committee oversees
regulatory and fiduciary compliance matters, reviews and makes recommendations
to the Board regarding the scope and content, implementation and administration
of certain compliance policies and procedures, and reviews Board governance
practices and procedures, including the size and composition of the Board, the
Board's committee structure, and the Independent Trustees' compensation.

NOMINATING COMMITTEE. The Nominating Committee is composed of Messrs. Beard
(Chair), Gray, Kidder, Mitchell, Rosenbloom and Tripple, each of whom is an
Independent Trustee. The Committee selects and nominates other Independent
Trustees in the event a position is vacated or created. The Committee

also recommends Trustees to serve on committees and to chair such committees and
reports to the Trustees on its activities. The Board has adopted a Charter for
the Nominating Committee, a copy of which is attached to this proxy statement as
Exhibit A.

The Nominating Committee will consider candidates recommended by the
shareholders of the Funds. A shareholder must submit the recommendation in
writing to the Secretary of the Trust, c/o Century Capital Management, LLC, 100
Federal Street, 29th Floor, Boston, MA 02110. The recommendation must include
the following information: (i) the name, date of birth, business address,
residence address and nationality of the candidate recommended by the
shareholder; (ii) the number of shares of each Fund owned of record or
beneficially by the candidate and by the recommending shareholder; (iii)
information regarding the candidate required by Item 401 of Regulation S-K and
Item 22 of Rule 14a-101 under the Securities Exchange Act of 1934, as amended;
and (iv) the written and signed consent of the candidate to be named as a
nominee and serve as a Trustee if elected. The Committee may require the
candidate to furnish such other information as it may reasonably require or deem
necessary to determine the eligibility of such candidate to serve on the Board
or to satisfy applicable law.

VALUATION COMMITTEE. The Valuation Committee is composed of Messrs. Thorndike
(Chair), Mitchell and Tripple. The Committee reviews procedures for the
valuation of securities for purposes of determining the net asset value of the
Funds. The Committee oversees the implementation of these procedures and makes
"fair value" determinations when and if required under these procedures.

During the fiscal year ended October 31, 2006, the Oversight and Governance
Committee held 4 meetings, the Audit Committee held 1 meeting, the Nominating
Committee held 3 meetings, and the Valuation Committee held no meetings.

The Trust is not required under its Agreement and Declaration of Trust to hold
an annual meeting of shareholders, and the Trust does not have a policy with
respect to the Trustees' attendance at shareholder meetings.

EXECUTIVE OFFICERS OF THE TRUST

Officers of the Trust are elected by the Board of Trustees. The Chief Executive
Officer and Secretary are elected annually and each holds office until his or
her successor is chosen and qualified or he or she sooner dies, resigns, is
removed or becomes disqualified. Other officers hold office at the pleasure of
the Board. Set forth below is certain information about each of the Executive
Officers of the Trust, including his or her age, positions and length of service
with the Trust, and business experience within the past 5 years:

Alexander L. Thorndike (41) has been a Trustee of the Trust and Portfolio
Manager of each Fund since 1999, and the Chairman and Chief Executive Officer of
the Trust

since 2004. Mr. Thorndike is a Managing Partner of Century Capital Management,
LLC (2004-present). Previously, he was a Managing Director of the firm
(1999-2004).

Steven Alfano (48) has been the Secretary of the Trust since 2001, and the Chief
Accounting and Financial Officer of the Trust since 2002. Mr. Alfano is a
Managing Director of Century Capital Management, LLC (1989-present).

Maureen E. Kane (45) has been the Chief Legal Officer of the Trust since 2006
and was appointed Chief Compliance Officer on June 12, 2007. Ms. Kane is the
General Counsel of Century Capital Management, LLC (2004-present). Previously,
she was a Vice President and legal counsel of Deutsche Asset Management
(1997-2004).

REQUIRED VOTE

All shareholders of the Funds will vote together on the election of nominees.
The election of a nominee requires the affirmative vote of a plurality of the
shares of the Trust represented in person or by proxy at the Meeting.

RECOMMENDATION OF THE BOARD

The Board unanimously recommends that shareholders vote FOR the election of each
nominee as set forth in Proposal I.

PROPOSALS II-IV

APPROVAL OF THE AMENDMENT, ELIMINATION
OR RECLASSIFICATION OF
CERTAIN FUNDAMENTAL INVESTMENT POLICIES

INTRODUCTION
------------

The 1940 Act requires an investment company to adopt certain specified
investment policies which can be changed only by a shareholder vote. These
policies are referred to as "fundamental" investment policies. In the past,
fundamental investment policies were adopted by the Funds, and in some cases
amended by vote of the shareholders of the affected Fund, in order to reflect
regulatory, business or industry conditions which were in effect at the time the
particular action was taken. Century and the Board have reviewed each Fund's
fundamental investment policies with the goal of updating, simplifying and
standardizing the fundamental investment policies of the Funds, which will
facilitate the process of monitoring compliance with the fundamental investment
policies. Proposals II, III and IV seek shareholder approval of changes that are
intended to further this goal and to provide each Fund, consistent with its
investment objectives and strategies, with the flexibility to respond to
changing markets, new investment opportunities and future changes in applicable
law.

Proposal II seeks approval to amend current fundamental investment policies of
both Century Shares Trust (CST) and Century Small Cap Select Fund (CSCS),
Proposal III seeks approval to eliminate certain fundamental investment policies
of CST, and Proposal IV seeks approval to reclassify certain fundamental
investment policies of CST as non-fundamental. Each Proposal is discussed in
detail below. The approval of any one Proposal is not contingent on the approval
of any other Proposal. If approved, the changes would become effective as soon
as is practicable after each Fund's prospectus and/or statement of additional
information has been supplemented to describe the revised policies.

PROPOSAL II
APPROVAL OF THE AMENDMENT OF CERTAIN
FUNDAMENTAL INVESTMENT POLICIES

The Board of Trustees recommends that shareholders of CST and CSCS approve the
amendments to certain fundamental investment policies of each Fund, as set forth
below.

The reference below to interpretation or modification by a regulatory authority
having jurisdiction is intended to include no-action letters or interpretive
positions or releases issued by the staff of the Securities and Exchange
Commission (the "Commission") or another regulatory agency with jurisdiction
over the Funds.

II.A. Borrowing Money

The Board recommends that shareholders of each Fund approve amendments to the
Fund's fundamental investment policy regarding borrowing money that would
provide a uniform policy for all Funds.

CST's current fundamental investment policy regarding borrowing money is:

The Fund may not borrow money, except temporary borrowing that does not
cause the outstanding indebtedness of the Fund to exceed 10% of its
gross assets (valued at market) or of its liquidating value, whichever
is lower (Any temporary borrowings also would be subject to the 300%
asset coverage requirement of the 1940 Act. If the Trust were to borrow
temporarily, this could require it to liquidate portfolio securities at
a disadvantageous time.)

CSCS's current fundamental investment policy regarding borrowing money is:

The Fund may borrow from banks on an unsecured basis to invest the
borrowed funds in portfolio securities (a speculative technique known as
"leverage"), for temporary defensive reasons or if necessary or
advisable to fund redemptions of Fund shares. The Fund may borrow only
from banks. The Fund cannot pledge, mortgage or otherwise encumber,
transfer or assign its assets to secure a debt. However, the use of
escrow or other

collateral arrangements in connection with the Fund's policies on
borrowing is permitted.

If this proposal is approved, each Fund's new fundamental investment policy
would read:

The Fund may not borrow money, except as permitted under the Investment
Company Act of 1940, as amended (the "1940 Act") and as interpreted or
modified by regulatory authority having jurisdiction, from time to time.

The purpose of the proposed amendments is to make each Fund's fundamental
policy on borrowing consistent with applicable limitations under the 1940 Act.
The amended policy would enable the Fund to borrow money if the Fund's Adviser
determines that such borrowing is in the best interests of the Fund and its
shareholders. Generally, the 1940 Act provisions regarding borrowing would
provide each Fund with greater flexibility than the current policy. Under the
1940 Act, a fund may borrow money for temporary or investment purposes
provided, with limited exceptions, that the fund maintain continuous asset
coverage of 300% with respect to such borrowings.

If this proposal is approved, each Fund would be permitted to borrow for any
purpose allowed under the 1940 Act, including for leveraging purposes. If a
Fund engaged in borrowing for leveraging purposes, it would be subject, to a
greater degree, to the risks associated with borrowing and certain additional
risks associated with the use of leverage. Leverage tends to magnify market
exposure and can result in higher than expected losses to a fund. Although CSCS
is currently authorized to borrow for leveraging purposes, the Fund's current
investment strategy does not contemplate the use of leverage, and the Adviser
has no present intention of proposing any changes to the Fund's investment
strategy to implement the use of leverage. CST is not currently authorized to
borrow for leverage purposes, and the Adviser has no present intention of
proposing any changes to the Fund's investment strategy to implement the use of
leverage.

Although amending each Fund's fundamental investment policy regarding borrowing
is not expected to materially affect the manner in which either Fund's
investment program is being conducted at this time (as reflected in the Fund's
current prospectus and statement of additional information), it would provide
the Fund with greater flexibility with respect to borrowing in the future.
Before a material change is made in a Fund's investment practices in response
to this revised policy, the Board will be consulted and the Fund's prospectus
or statement of additional information will be revised to disclose the change
and, as applicable, any additional risks.

II.B. Issuance of Senior Securities

The Board recommends that shareholders of each Fund approve amendments to the
Fund's fundamental investment policy regarding the issuance of senior
securities that would provide a uniform policy for all Funds.

CST's current fundamental investment policy regarding the issuance of senior
securities is:

The Fund may not issue senior securities.

CSCS's current fundamental investment policy regarding the issuance of senior
securities is:

The Fund may not issue "senior securities," but this does not prohibit
certain investment activities for which assets of the Fund are
designated as segregated, or margin, collateral or escrow arrangements
are established, to cover the related obligations. Examples of those
activities, which are not principal investment strategies, include
borrowing money and investing in reverse repurchase agreements, as
described above, as well as other techniques such as delayed-delivery
and when-issued arrangements for portfolio securities transactions.

If this proposal is approved, each Fund's new fundamental investment policy
would read:

The Fund may not issue senior securities, except as permitted under the
1940 Act, and as interpreted or modified by regulatory authority having
jurisdiction, from time to time.

The purpose of the proposed amendments is to make each Fund's fundamental
policy on the issuance of senior securities (i.e., securities which are
obligations or instruments that have a priority over a fund's shares with
respect to the payment of dividends or the distribution of fund assets)
consistent with applicable limitations under the 1940 Act. Currently, open-end
investment companies, such as the Funds, are not permitted to issue senior
securities (except to the extent that borrowing may be deemed to represent the
issuance of a senior security). However, if current law was modified or
interpreted to permit the issuance of senior securities by the Funds, the
amended policy would permit a Fund to do so.

Each Fund would be permitted to enter into reverse repurchase agreements
amounting to not more than 25% of its total assets. When entering into a
reverse repurchase agreement, the Fund would earmark and maintain on the Fund's
custodian's books and records cash or other liquid assets equal in value to its
obligations in respect of the reverse repurchase agreement. Risks associated
with reverse repurchase agreements are described in each Fund's current
statement of additional information.

The Adviser has advised the Board that the proposed revisions to each Fund's
fundamental policy regarding the issuance of senior securities are not expected
to materially affect the manner in which the Fund's investment program is being
conducted at this time, as reflected in the Fund's current prospectus and
statement of additional information. Before a material change is made in a
Fund's investment practices in response to the revised policy, the Board will
be consulted and the Fund's prospectus or statement of additional information
will be revised to disclose the change and any additional risks.

II.C. Underwriting Securities

The Board recommends that shareholders of each Fund approve amendments to the
Fund's fundamental investment policy regarding underwriting securities that
would provide a uniform policy for all Funds. Each Fund's current policy would
be replaced with the proposed policy, as shown below.

CST's current fundamental investment policy regarding underwriting securities
is:

The Fund may not act as underwriter of securities.

CSCS's current fundamental investment policy regarding underwriting securities
is:

The Fund may not underwrite securities of other companies. A permitted
exception would be a case in which it is deemed to be an underwriter
under the Securities Act of 1933 when reselling any securities held in
its own portfolio.

If this proposal is approved, each Fund's new fundamental investment policy
would read:

The Fund may not engage in the business of underwriting securities
issued by others, except to the extent that the Fund may be deemed to be
an underwriter in connection with the disposition of portfolio
securities.

Each Fund's current policy prohibits the underwriting of securities. The
proposed policy is intended only to standardize the fundamental investment
policies of the Funds. The exception refers to a technical provision of the
Securities Act of 1933, as amended (the"1933 Act") which deems certain persons
to be "underwriters" if they purchase a security from an issuer and later sell
it to the public. Although it is not believed that the application of this 1933
Act provision would cause a Fund to be engaged in the business of underwriting,
the revised policy will be interpreted not to prevent a Fund from engaging in
transactions involving the acquisition or disposition of portfolio securities,
regardless of whether the Fund may be considered to be an underwriter under the
1933 Act.

The Adviser has advised the Board that the proposed revisions to each Fund's
fundamental policy on underwriting are not expected to materially affect the
manner

in which the Fund's investment program is being conducted at this time, as
reflected in the Fund's current prospectus and statement of additional
information. Before a material change is made in a Fund's investment practices
in response to the revised policy, the Board will be consulted and the Fund's
prospectus or statement of additional information will be revised to disclose
the change and any additional risks.

II.D. Investing in Commodities

The Board recommends that shareholders of CST approve amendments to the Fund's
fundamental investment policy that would (i) separate the fundamental
investment policies regarding investing in commodities and investing in real
estate, (ii) amend the fundamental investment policy regarding investing in
commodities to provide a uniform policy for all Funds, and (iii) amend the
fundamental investment policy regarding investing in real estate (as set forth
in Proposal II.E., below). The Board further recommends that shareholders of
CSCS approve the fundamental investment policy regarding investing in
commodities set forth below.

CST's current fundamental investment policy regarding investing in commodities
is:

The Fund may not purchase or sell real estate, commodities, or commodity
contracts, except in satisfaction of a debt or in connection with a
merger, consolidation, reorganization, or other activities of the Fund.
(For this purpose, the Fund does not consider investing in securities of
issuers that hold real estate or interests in real estate, including
securities of REITs, and securities secured by real estate or interests
in real estate to be the purchase or sale of real estate.)

If this proposal is approved, each Fund's new fundamental investment policy
would read:

The Fund may not purchase or sell commodities, except as permitted under
the 1940 Act and as interpreted or modified by regulatory authority
having jurisdiction, from time to time.

Currently, the 1940 Act does not prohibit investments in physical commodities
or contracts related to physical commodities. As a result, if this proposal is
approved, the Funds would not be restricted from purchasing physical
commodities or physical commodity-related instruments. The amended policy would
provide each Fund with the flexibility to invest in physical commodities or
contracts related to physical commodities in the future if the Adviser was to
determine that such investments could assist the Fund in trying to achieve its
investment objective. If a Fund were to invest in physical commodities or
contracts related to physical commodities, it would be subject to certain
additional risks. The value of commodities and commodity-related instruments
may be affected by commodity index volatility, changes in interest rates, or
factors affecting a particular industry or commodity. Before a material change
is made in a Fund's investment practices in response to the

revised policy, the Board will be consulted and the Fund's prospectus or
statement of additional information will be revised to disclose the change and
additional risks. The Funds' investment strategies currently do not contemplate
investments in physical commodities or contracts related to physical
commodities, and the Funds' Adviser has no present intention of changing the
Funds' investment strategies regarding such investments. Therefore, the Adviser
does not anticipate that amending the current investment policies will have a
material effect on the Funds.

II.E. Investing in Real Estate

The Board recommends that shareholders of each Fund approve amendments to the
Fund's fundamental investment policy regarding investing in real estate that
would provide a uniform policy for all Funds. Each Fund's current policy would
be replaced with the proposed policy, as shown below.

As noted above, CST's current fundamental investment policy regarding investing
in real estate is:

CSCS's current fundamental investment policy regarding investing in real estate
is:

The Fund may not invest in real estate or in interests in real estate.
However, the Fund can purchase securities of companies holding real
estate or interests in real estate (including securities of REITs). In
addition, the Fund can purchase securities secured by real estate or
interests in real estate.

If this proposal is approved, each Fund's new fundamental investment policy
would read:

The Fund may not purchase or sell real estate, except as permitted under
the Investment Company Act of 1940, as amended (the "1940 Act") and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time.

Each Fund's current policy generally prohibits the purchase or sale of real
estate, with certain exceptions and qualifications that are consistent with
current legal standards. Both Funds are permitted to invest in the securities
of REITs, and would continue to be permitted to do so if the amended policy is
approved. Investing in REITs involves risks associated with investing in the
real estate industry in general. In addition, REITs (especially mortgage REITs)
are subject to interest rate risk.

Other risks associated with REITs are described in each Fund's current
statement of additional information. The proposed policy is intended only to
standardize the fundamental investment policies of the Funds. The Adviser has
advised the Board that the proposed revisions to each Fund's fundamental policy
on real estate are not expected to materially affect the manner in which either
Fund is managed.

II.F. Making Loans

The Board recommends that shareholders of each Fund approve amendments to the
Fund's fundamental investment policy regarding loans that would provide a
uniform policy for all Funds. Each Fund's current policy would be replaced with
the proposed policy, as shown below.

CST's current fundamental investment policy regarding loans is:

The Fund may not make loans.

CSCS's current fundamental investment policy regarding loans is:

The Fund may not lend money. However, it can invest in debt securities
that the Fund's investment policies and restrictions permit it to
purchase. The Fund may also lend its portfolio securities and enter into
repurchase agreements.

If this proposal is approved, each Fund's new fundamental investment policy
would read:

The Fund may not make loans. However, the Fund may lend its portfolio
securities and enter into repurchase agreements to the extent permitted
under the 1940 Act as interpreted or modified by regulatory authority
having jurisdiction from time to time.

The purpose of the proposed amendments is to standardize each Fund's fundamental
policy on loans. Generally, the 1940 Act permits funds to engage in lending
activity, including entering into securities lending and repurchase agreement
arrangements. Therefore, the amended policy would be less restrictive than CST's
current policy.

Amending this investment policy would provide each Fund with flexibility to
enter into a securities lending arrangement in the future if the Adviser were
to determine that doing so could assist the Fund in trying to achieve its
investment objective. Each Fund would be permitted to lend up to 1/3 of its
securities. Lending portfolio securities may benefit a fund by generating fees
or other income as compensation for the loan. If a Fund were to enter into a
securities lending arrangement, it would be subject to certain additional
risks, such as the risks of delay in recovery or loss of rights in collateral
in the event of default or involuntary insolvency of the borrower. Before a
Fund enters into a securities lending arrangement, the Board will be

consulted and the Fund's prospectus or statement of additional information will
be revised to disclose any additional risks.

Currently, the Funds do not enter into repurchase agreements, and the Adviser
has no present intention of changing the Funds' investment strategy regarding
repurchase agreements. Therefore, the Adviser does not anticipate that amending
the current investment policies will have a material effect on the manner in
which either Fund is managed.

REQUIRED VOTE

Shareholders of each Fund will vote separately with respect to the approval of
each proposal to amend the Fund's fundamental investment policies, as set forth
above. For each Fund, approval of each proposal requires the affirmative vote
of the lesser of (A) 67% or more of the Fund's outstanding shares present at
the Meeting, in person or by proxy, if more than 50% of the Fund's outstanding
shares are present at the Meeting or represented by proxy; or (B) more than 50%
of the Fund's outstanding shares.

The approval of any one proposal is not contingent on the approval of any other
proposal. If the shareholders of a Fund fail to approve a proposed amendment to
a fundamental investment policy, the current policy would remain in effect for
that Fund.

RECOMMENDATION OF THE BOARD

The Board unanimously recommends that shareholders vote FOR approval of the
proposed amendments to the fundamental investment policies as set forth in
Proposals II.A-II.F.

PROPOSAL III
(Century Shares Trust Only)

APPROVAL OF THE ELIMINATION OF CERTAIN
FUNDAMENTAL INVESTMENT POLICIES OF CENTURY SHARES TRUST

The Board of Trustees recommends that shareholders of CST approve the
elimination of certain fundamental investment policies of the Fund, as set
forth below.

III.A. Diversification

CST's current fundamental investment policies regarding diversification are:

The Fund may not invest more than 5% of its gross assets (valued at
market) in the securities of any one issuer.

The Fund may not hold more than 10% of any class of the securities of
any one issuer.

If this proposal is approved, CST's current fundamental investment policy would
be eliminated, but CST would continue to be classified as "diversified," in
accordance with the 1940 Act.

CST's current fundamental investment policies regarding diversification are
more restrictive than required under the 1940 Act because they apply to 100% of
the Fund's assets and do not exclude securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities or investments in
other investment companies. Under the 1940 Act, a fund that has elected to be
classified as "diversified" (like CST) may not, with respect to 75% of the
value of its total assets, invest more than 5% of the value of its total assets
in securities issued by any one issuer or purchase more than 10% of the
outstanding voting securities of any one issuer. Up to 25% of a fund's total
assets may be invested without regard to these limitations. Under the 1940 Act,
these limitations do not apply to securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities, or to the securities of
other investment companies.

If this proposal is approved and the current policy is eliminated, 25% of the
value of CST's total assets may be invested without regard to the 5% and 10%
limitations of the 1940 Act. The Fund would continue to be classified as
"diversified" under the 1940 Act, but would have greater flexibility with
respect to the composition of the Fund's portfolio. Century believes that this
increased flexibility could assist CST in trying to achieve its investment
objectives, by allowing the Fund to take larger positions (both as a percentage
of the Fund's assets and as a percentage of the issuer's outstanding voting
securities) in certain portfolio securities than is currently the case. The
Adviser has advised the Board that elimination of the current fundamental
policies is not expected to have a material impact on the Fund's investment
strategy; however, if CST were to invest in the securities of a single issuer to
a greater extent than is currently allowed, CST would be subject, to a greater
degree, to the risks associated with investing in the issuer. Under the 1940
Act, the Fund would not be permitted to change its classification from
diversified to non-diversified without shareholder approval.

III.B. Investing in Companies with Fewer than Three Years'
Continuous Operations

CST's current fundamental investment policy regarding investing in companies
with fewer than three years of operations is:

The Fund may not invest in the securities of companies that have a
record (including the record of any predecessors) of fewer than three
years' continuous operation.

Under the 1940 Act, a fund is not required to have a fundamental policy
regarding investing in companies with less than three years' continuous
operations. If this

proposal is approved, the current fundamental investment policy would be
eliminated. The Fund would be permitted to invest in companies with less than
three years of operating history, including start ups. Investing in such
companies involves risks because they may lack management depth, may be
developing or marketing new products or services for which markets are not yet
established, or may be unable to generate the funds necessary for growth or
development. The Fund's portfolio managers carefully analyze each company prior
to investing in the company, therefore the Adviser believes that the current
policy is unnecessarily restrictive. Eliminating this policy would provide the
portfolio managers with greater flexibility to invest in companies which they
believe could assist CST in trying to achieve its investment objective.

III.C. Investing for Control

CST's current fundamental investment policy regarding investing for control is:

The Fund may not invest for the purpose of exercising control or
management.

Under the 1940 Act, a fund is not required to have a fundamental policy
regarding investing for control. If this proposal is approved, the current
fundamental investment policy would be eliminated. If a Fund were to invest in
a company for control, it may be subject to claims by the company's creditors.
However, the Adviser does not intend to invest CST's assets for the purpose of
exercising control or management in the future. Therefore, the Adviser has
advised the Board that eliminating this policy is not expected to have a
material effect on the manner in which the Fund is managed.

III.D. Investing in Companies in which Trustees and Officers are Shareholders

CST's current fundamental investment policy regarding investing in companies in
which the Fund's Trustees and Officers are shareholders is:

The Fund may not purchase or retain in its portfolio any securities of
an issuer if the officers or Trustees of the Trust that own beneficially
more than 0.5% of the securities of such issuer together own more than
5% of the securities of such issuer.

If this proposal is approved, the current fundamental investment policy would
be eliminated.

Under the 1940 Act, a fund is not required to have a fundamental policy
regarding investing in companies in which the fund's directors and officers
invest. This policy was intended to prevent conflicts of interest. If this
proposal is approved, the current CST policy would be eliminated, but the Fund
would be subject to applicable 1940 Act provisions which address transactions
between a fund and affiliated persons of a

fund. The Adviser has advised the Board that eliminating this policy is not
expected to have a material effect on the manner in which the Fund is managed.

REQUIRED VOTE

Only the shareholders of CST will vote on the proposals to eliminate certain
fundamental investment policies of CST. Approval of each proposal requires the
affirmative vote of the lesser of (A) 67% or more of the Fund's outstanding
shares present at the Meeting, in person or by proxy, if more than 50% of the
Fund's outstanding shares are present at the Meeting or represented by proxy;
or (B) more than 50% of the Fund's outstanding shares.

The approval of any one proposal is not contingent on the approval of any other
proposal. If the shareholders of CST fail to approve a proposal to eliminate a
fundamental investment policy, the current policy would remain in effect.

RECOMMENDATION OF THE BOARD

The Board unanimously recommends that shareholders vote FOR approval of the
proposed elimination of the fundamental investment policies as set forth in
Proposals III.A-III.D.

PROPOSAL IV
(Century Shares Trust Only)

APPROVAL OF THE RECLASSIFICATION OF CERTAIN INVESTMENT POLICIES OF CENTURY
SHARES TRUST AS NON-FUNDAMENTAL

The Board of Trustees recommends that shareholders of CST approve the
reclassification of certain fundamental investment policies of the Fund as
non-fundamental, as set forth below. Fundamental investment policies may be
changed only with shareholder approval; non-fundamental investment policies may
be changed by the Board without shareholder approval.

IV.A. Investing in Debt Securities

CST's current fundamental investment policy regarding investing in debt
securities is:

The Fund may not invest in debt securities other than those of domestic
governmental and non-governmental issuers which are of investment grade
at the time of purchase.

Under the 1940 Act, a fund is not required to have a fundamental policy
regarding investing in debt securities. Therefore, it is proposed that the
current policy regarding investing in debt securities be re-classified as a
non-fundamental investment policy. If this proposal is approved, the Board
would have the ability to amend the Fund's non-fundamental investment policy in
the future without

shareholder approval. However, the Adviser has no present intention of
proposing any changes to the Fund's policy. CST's investment strategy currently
does not contemplate material investments in debt securities, and the Adviser
currently does not anticipate any changes to the investment strategy related to
such investments. Therefore, the Adviser has advised the Board that
reclassification of this policy is not expected to have a material effect on
the manner in which the Fund is managed.

IV.B. Investing in Investment Companies

CST's current fundamental investment policy regarding investing in other
investment companies is:

The Fund may not invest in the securities of other investment companies,
except by purchase in the open market that does not require any
commission or result in any profit to an underwriter or dealer, other
than customary brokers' commissions.

Under the 1940 Act, a fund is not required to have a fundamental policy
regarding investing in other investment companies. Therefore, it is proposed
that the current policy regarding investing in other investment companies be
re-classified as a non-fundamental investment policy. If this proposal is
approved, the Board would have the ability to amend the Fund's non-fundamental
investment policy in the future without shareholder approval. However, the
Adviser has no present intention of proposing any changes to the Fund's policy.
CST's investment strategy currently does not contemplate material investments
in other investment companies. Therefore, the Adviser has advised the Board
that reclassification of this policy is not expected to have a material effect
on the manner in which the Fund is managed.

IV.C. Margin Purchases and Short Sales

CST's current fundamental investment policy regarding margin purchases and
short sales is:

The Fund may not purchase securities on margin or sell short.

Under the 1940 Act, a fund is not required to have a fundamental policy
regarding the purchase of securities on margin or the use of short sales.
Therefore, it is proposed that the current policy regarding margin purchases
and short sales be re-classified as a non-fundamental investment policy. If
this proposal is approved, the Board would have the ability to amend the Fund's
non-fundamental investment policy in the future without shareholder approval.
Currently, the 1940 Act prohibits funds from purchasing securities on margin.
Further, CST's investment strategy currently does not contemplate engaging in
short sales, and the Adviser has no present intention of changing the strategy.
Therefore, the Adviser has advised the Board that the reclassification of this
policy is not expected to have a material effect on the manner in which the
Fund is managed.

REQUIRED VOTE

Only the shareholders of CST will vote on the proposals to reclassify certain
fundamental investment policies of CST as non-fundamental. Approval of each
proposal requires the affirmative vote of the lesser of (A) 67% or more of the
Fund's outstanding shares present at the Meeting, in person or by proxy, if
more than 50% of the Fund's outstanding shares are present at the Meeting or
represented by proxy; or (B) more than 50% of the Fund's outstanding shares.

The approval of any one proposal is not contingent on the approval of any other
proposal. If the shareholders of CST fail to approve a proposal to reclassify a
fundamental investment policy as non-fundamental, the current policy would
remain in effect.

RECOMMENDATION OF THE BOARD

The Board unanimously recommends that shareholders vote FOR approval of the
proposed reclassification of the fundamental investment policies as set forth
in Proposals IV.A-IV.C.

ADDITIONAL INFORMATION

Shareholder Proposals

The Trust does not hold regular annual shareholders' meetings. Shareholders
wishing to submit Proposals for consideration for inclusion in a proxy
statement for a subsequent shareholders' meeting of the Trust (if any) should
send their written proposals to the Secretary of the Trust at Century Funds,
c/o Century Capital Management, LLC, 100 Federal Street, 29th Floor, Boston, MA
02110. Proposals must be received a reasonable time before the date of a
meeting of shareholders to be considered for inclusion in the proxy materials
for that meeting.

Shareholder Communications with the Board

Shareholders may address correspondence that relates to any Fund, to the Board
as a whole or to individual Trustees and send such correspondence to the Board
or to the Trustee, c/o Century Capital Management, LLC, 100 Federal Street,
29th Floor, Boston, MA 02110. Upon receipt, all such shareholder correspondence
will be directed to the appropriate Trustee or officer for review and
consideration.

Voting Information

Each whole share of a Fund is entitled to one vote on each Proposal affecting
that Fund, and a fractional share is entitled to a proportionate share of one
vote. Any shareholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary at Century Funds, c/o Century Capital Management,
LLC, 100 Federal

Street, 29th Floor, Boston, MA 02110), by executing a proxy bearing a later
date, or by attending and voting at the meeting. All properly executed proxies
received in time for the Meeting will be voted as specified in the proxy or, if
no specification is made, in favor of the Proposals referred to in the Proxy
Statement.

Quorum

The presence at any shareholders' meeting, in person or by proxy, of the
holders of 30% of the shares of the Trust entitled to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business
with respect to the Trust. The presence at any shareholders' meeting, in person
or by proxy, of the holders of 30% of the shares of each Fund entitled to be
cast shall be necessary and sufficient to constitute a quorum for the
transaction of business with respect to that Fund.

The shares over which broker-dealers have discretionary voting power, the
shares that represent "broker non-votes" (i.e., shares held by brokers or
nominees that neither have received instructions from the beneficial owner or
other persons entitled to vote nor have discretionary power to vote on a
particular matter) and the shares whose proxies reflect an abstention on any
item will all be counted as shares present and entitled to vote for purposes of
determining whether the required quorum of shares exists. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker non-votes will be treated as shares that are present but
which have not been voted.

Holders of record of the shares of each Fund at the close of business on June
15, 2007, as to any matter on which they are entitled to vote, will be entitled
to one vote per whole share held and a proportionate fractional vote for each
fractional share held on all business at the Meeting with respect to the Fund.
The following table reflects the number of shares of each Fund and of the Trust
outstanding as of June 15, 2007:

Fund Number of Shares Outstanding
- ---- ----------------------------

Century Shares Trust ...................... 10,238,212.329
Century Small Cap Select Fund ............. 34,005,091.590

Trust
- -----
Century Capital Management Trust .......... 44,243,303.919

Adjournment

In the event that a quorum to transact business or the vote required to approve
any Proposal is not obtained at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting in accordance with applicable
law to permit further solicitation of proxies. If the proposed adjournment
relates to a Proposal on which Funds are voting individually, any such
adjournment with respect to a particular Fund will require the affirmative vote
of the holders of a majority of

that Fund's shares present in person or by proxy and entitled to vote at the
Meeting. In the absence of a quorum, the persons named as proxies will vote all
shares represented by proxy and entitled to vote in favor of such adjournment.
If a quorum is present but insufficient votes have been received to approve a
Proposal, the persons named as proxies will vote in favor of such adjournment
with respect to any Proposal those proxies which they are entitled to vote in
favor of that proposal and will vote against any such adjournment with respect
to any proposal those proxies required to be voted against that proposal,
provided that broker non-votes will be disregarded for this purpose.

Effect of Abstentions and Broker Non-Votes

Shares represented by proxies that reflect abstentions and "broker non-votes"
(i.e., shares held by brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or the persons entitled to vote and
(ii) the broker or nominee does not have the discretionary voting power on a
particular matter) will be counted as shares that are present and entitled to
vote on the matter for purposes of determining the presence of a quorum.
Abstentions and broker non-votes will not have an effect on the outcome of the
proposal to elect a Board of Trustees. Abstentions and broker non-votes will
effectively be a vote "against" Proposals II-IV. Abstentions and broker
non-votes will be disregarded for purposes of voting on adjournment.

Cost and Method of Proxy Solicitation

The Trust will pay the cost of preparing, printing and mailing the enclosed
proxy card(s) and Proxy Statement and all other costs incurred in connection
with the solicitation of proxies, including any additional solicitation made by
letter, telephone or telegraph. Solicitations may be made by officers or
employees of the Funds and by certain financial services firms and their
representatives, who will receive no extra compensation for their services.
Computershare has been engaged to assist in the solicitation of proxies for the
Funds at an estimated total cost of $42,000.00. Banks, brokerage houses,
nominees and other fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners and obtain authorization for the execution of
proxies. The Trust may reimburse brokers, banks and other fiduciaries for
postage and reasonable expenses incurred by them in the forwarding of proxy
material to beneficial owners.

Ownership of the Funds

Exhibit B sets forth the beneficial owners of more than 5% of each Fund's
shares. To the best of the Trust's knowledge, as of May 31, 2007, no person
owned beneficially more than 5% of outstanding shares of any Fund, except as
stated in Exhibit B.

The Nominees, Trustees and officers of the Trust as a group own less than 1% of
the outstanding shares of each class of each Fund.

Ownership of Securities Issued by Adviser or Principal Underwriter

As of March 31, 2007, the Nominees, the Independent Trustees, and their
immediate family members did not own beneficially or of record securities of an
investment adviser or principal underwriter of the Funds or a person (other
than a registered investment company) directly or indirectly controlling,
controlled by, or under common control with an investment adviser or principal
underwriter of the Funds.

Service Providers

Investment Adviser

Century Capital Management, LLC, 100 Federal Street, 29th Floor, Boston,
Massachusetts 02110, is the investment adviser of the Funds.

Principal Underwriter

Foreside Fund Services, LLC, Two Portland Square, Portland, Maine 04101, is the
principal underwriter of the Funds.

Information Concerning Independent Registered Public Accounting Firm

The Board has selected Deloitte & Touche LLP ("Deloitte") as the independent
registered public accounting firm for each Fund for the current fiscal year.
The independent registered public accounting firm is responsible for auditing
the Funds' annual financial statements. Representatives of Deloitte are not
expected to be present at the Meeting but have been given the opportunity to
make a statement if they desire to do so. Representatives of Deloitte are
expected to be available by telephone to respond to appropriate questions.

Audit Fees

For the fiscal years ended October 31, 2005 and October 31, 2006, the aggregate
audit fees billed by Deloitte for the audit of each Fund's financial statements
or services that are normally provided in connection with statutory and
regulatory filings or engagements are shown in the table below.

Fund 2006 2005
- ----- ---- ----

Century Shares Trust ................... $32,000 $29,500
Century Small Cap Select Fund .......... $32,000 $29,500

Audit-Related Fees

For the fiscal years ended October 31, 2005 and October 31, 2006, there were no
audit-related fees billed by Deloitte for services rendered for assurance and
related services to each Fund that are reasonably related to the performance of
the audit or review of the Fund's financial statements, but not reported as
audit fees.

The Audit Committee must pre-approve the engagement of Deloitte for
audit-related services to be provided to the Adviser and certain entities
controlling, controlled by, or under common control with the Adviser that
provide ongoing services to the Funds, which engagements relate directly to the
operations and financial reporting of the Funds. For the fiscal years ended
October 31, 2005 and October 31, 2006, there were no fees paid to Deloitte for
audit-related services that were required to be approved by the Audit
Committee.

Tax Fees

For the fiscal years ended October 31, 2005 and October 31, 2006, the aggregate
tax fees billed by Deloitte for professional services rendered for tax
compliance, tax advice, and tax planning for each Fund are shown in the table
below.

Fund 2006 2005
- ---- ---- ----

Century Shares Trust ................... $4,500 $3,800
Century Small Cap Select Fund .......... $4,500 $3,800

The Audit Committee must pre-approve the engagement of Deloitte for tax
services to be provided to the Adviser and certain entities controlling,
controlled by, or under common control with the Adviser that provide ongoing
services to the Funds, which engagements relate directly to the operations and
financial reporting of the Funds. For the fiscal years ended October 31, 2005
and October 31, 2006, there were no fees paid to Deloitte for tax services that
were required to be approved by the Audit Committee.

All Other Fees

For the fiscal years ended October 31, 2005 and October 31, 2006, there were no
other fees billed by Deloitte for other services rendered to the Funds.

The Audit Committee must pre-approve the engagement of Deloitte for all other
services to be provided to the Adviser and certain entities controlling,
controlled by, or under common control with the Adviser that provide ongoing
services to the Funds, which engagements relate directly to the operations and
financial reporting of the Funds. For the fiscal years ended October 31, 2005
and October 31, 2006, there were no fees paid to Deloitte for other services
that were required to be approved by the Audit Committee.

OTHER MATTERS

The Board is not aware of any matters that will be presented for action at the
Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in accordance with their best judgment in the interest of the Trust and
each Fund, as applicable.

By Order of the Board of Trustees,

/s/ Steven Alfano
-----------------------------------------
Steven Alfano, Secretary

EXHIBIT A

CENTURY CAPITAL MANAGEMENT TRUST

NOMINATING COMMITTEE CHARTER
Adopted as of December 15, 2005

The Board of Trustees (the "Board") of Century Capital Management Trust has
adopted this Charter to govern the activities of the Nominating Committee (the
"Committee") of the Board.

Statement of Purpose and Responsibility

The selection and nomination of the independent Trustees is committed to the
discretion of the then independent Trustees of the Trust. The primary purpose
and responsibility of the Committee is the screening and nomination of
candidates for election to the Board as independent trustees.

Organization and Governance

The Committee shall be comprised of as many Trustees as the Board shall
determine, but in any event not fewer than two (2) Trustees. The Committee must
consist entirely of Board members who are not "interested persons" of the Trust,
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended. The Board may remove or replace any member of the Committee at any time
in its sole discretion.

One or more members of the Committee may be designated by the Board as the
Committee's chairman or co-chairman, as the case may be.

The Committee will not have regularly scheduled meetings. Committee meetings
shall be held as and when the Committee or the Board determines necessary or
appropriate in accordance with the Trust's Bylaws.

Qualifications for Trustee Nominees

The Committee requires that Trustee candidates have a college degree or
equivalent business experience. The Committee may take into account a wide
variety of factors in considering Trustee candidates, including (but not limited
to): (i) availability and commitment of a candidate to attend meetings and
perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) ability, judgment and
expertise and (v) overall diversity of the Board's composition.

Identification of Nominees

In identifying potential nominees for the Board, the Committee may consider
candidates recommended by one or more of the following sources: (i) the Trust's
current Trustees; (ii) the Trust's officers; (iii) the Trust's investment
adviser or subadvisers; (iv) shareholders of any series of the Trust (see
below); and (v) any other source the Committee deems to be appropriate. The
Committee may, but is not required to, retain a third party search firm at the
Trust's expense to identify potential candidates.

Consideration of Candidates Recommended By Shareholders

The Committee will consider and evaluate nominee candidates properly submitted
by shareholders on the same basis as it considers and evaluates candidates
recommended by other sources. Appendix A to this Charter, as it may be amended
from time to time by the Committee, sets forth procedures that must be followed
by shareholders to submit properly a nominee candidate to the Committee
(recommendations not properly submitted in accordance with Appendix A will not
be considered by the Committee).

Appendix A

Procedures for Shareholders to Submit Nominee Candidates
As of December 15, 2005

A shareholder of a series of the Trust must follow the following procedures in
order to submit properly a nominee recommendation for the Committee's
consideration.

1. The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to the Trust, to the attention of the
Secretary, at the address of the principal executive offices of the Trust.
Once each quarter, if any Shareholder Recommendations have been received by
the Secretary during the quarter, the Secretary will inform the Committee
of the new Shareholder Recommendations. Because the Trust does not hold
annual or other regular meetings of shareholders for the purpose of
electing Trustees, the Committee will accept Shareholder Recommendations on
a continuous basis.

2. Each time that the Committee convenes to consider candidates to fill Board
vacancies or newly created Board positions (a "Trustee Consideration
Meeting"), the Committee will consider each Shareholder Recommendation then
held by the Secretary.

3. The Committee may, in its discretion and at any time, convene to conduct an
evaluation of validly submitted Shareholder Recommendations (each such
meeting, an "Interim Evaluation") for the purpose of determining which
Shareholder Recommendations will be considered at the next Trustee
Consideration Meeting.

4. The Shareholder Recommendation must include:

(i) a statement in writing setting forth (A) the name, age, date of
birth, business address, residence address and nationality of the person
recommended by the shareholder (the "candidate"); (B) the number of shares
of each series (and class) of the Trust owned of record or beneficially by
the candidate, as reported to such shareholder by the candidate; (C) any
other information regarding the candidate called for with respect to
director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of
Regulation S-K (generally information regarding family relationships,
business experience and involvement in certain legal proceedings) or
paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted
by the Securities and Exchange Commission (or the corresponding provisions
of any regulation or rule subsequently adopted by the Securities and
Exchange Commission or any successor agency applicable to the Trust); (D)
any other information regarding the candidate that would be required to be
disclosed if the candidate were a nominee in a proxy statement or other
filing required to be made in connection with the election of Trustees or
directors

pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (E) whether the recommending shareholder
believes that the candidate is or will be an "interested person" of the
Trust (as defined in the Investment Company Act of 1940, as amended) and,
if not an "interested person," information regarding the candidate that
will be sufficient for the Trust to make such determination;

(ii) the written and signed consent of the candidate to be named as a
nominee and to serve as a Trustee if elected;

(iii) the recommending shareholder's name as it appears on the Trust's
books;

(iv) the number of shares of each series (and class) of the Trust owned
beneficially and of record by the recommending shareholder; and

(v) a description of all arrangements or understandings between the
recommending shareholder and the candidate and any other person or persons
(including their names) pursuant to which the recommendation is being made
by the recommending shareholder.

In addition, the Committee may require the candidate to furnish such other
information as it may reasonably require or deem necessary to determine the
eligibility of such candidate to serve on the Board or to satisfy
applicable law.

5. Each Shareholder Recommendation properly submitted to the Trust will be held
by the Secretary until such time as the Committee instructs the Secretary
that the Committee has considered the candidate who is the subject of such
Shareholder Recommendation at a Trustee Consideration Meeting or an Interim
Evaluation and has decided not to nominate such candidate. All such
Shareholder Recommendations shall then be filed with the records of the
Trust.

EXHIBIT B

5% SHAREHOLDERS

Name and Address %
Fund/Class of Shareholder Ownership
- ---------- -------------- ---------

CENTURY SMALL CAP SELECT FUND ......... Charles Schwab & Co. Inc.* 43.36%
- -- INVESTOR SHARES Reinvest Account
Mutual Fund Operations
9601 E. Panorama Circle
Mail Stop DEN 2 02 052
Englewood, CO 80112-3441

National Financial Services Corp.* 23.52%
For the Exclusive Benefit
of Our Customers
One World Financial Center
200 Liberty St., 5th Floor
New York, NY 10281-5500

Pershing LLC* 9.09%
Mutual Funds
5th Floor
PO Box 2052
Jersey City, NJ 07303-2052

CENTURY SMALL CAP SELECT FUND ......... Charles Schwab & Co. Inc.* 17.26%
- -- INSTITUTIONAL SHARES Reinvest Account
Mutual Fund Operations
9601 E. Panorama Circle
Mail Stop DEN 2 02 052
Englewood, CO 80112-3441

National Financial Services Corp.* 16.07%
Attn: Mutual Funds Dept.
One World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281

Vanguard Fiduciary Trust Company* 14.21%
400 Devon Park Drive
Wayne, PA 19087

Mercer Trust Company* 6.96%
One Investors Way MS N-1-C
Norwood, MA 02062

CENTURY SHARES TRUST .................. Charles Schwab & Co. Inc.* 36.74%
- -- INVESTOR SHARES Reinvest Account
Mutual Fund Operations
9601 E. Panorama Circle
Mail Stop DEN 2 02 052
Englewood, CO 80112-3441

Name and Address %
Fund/Class of Shareholder Ownership
- ---------- -------------- ---------

Johann E Dettenhofer** 12.36%
2 Prides Crossing
Washingtonville, NY 10992

C M Smithen or Herman P Smits** 8.65%
1232 W 2nd St.
Pomona, CA 91766

Pamela T Scheg** 6.10%
434 E Lake Rd.
Penn Yan, NY 14527

Evelyn Masson Custodian** 5.97%
FBO James G Masson
2025 Balsam Dr
Boulder, CO 80304

Evelyn Masson Custodian** 5.97%
FBO John A Masson
2025 Balsam Dr
Boulder, CO 80304

Beverly J Dimare TTEE** 5.58%
6 Oyster Bay
North Palm Beach, FL 33408

CENTURY SHARES TRUST ......... Charles Schwab & Co. Inc.* 7.83%
- -- INSTITUTIONAL SHARES Reinvest Account
Mutual Fund Operations
9601 E. Panorama Circle
Mail Stop DEN 2 02 052
Englewood, CO 80112-3441

National Financial Services Corp. * 6.46%
Attn: Mutual Funds Dept.
One World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281

- ----------------
* Believed to be record owner.
** Believed to be beneficial owner.

This page is intentionally left blank.

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

Your Proxy Vote is important!

And now you can Vote your Proxy on
the PHONE or the INTERNET.

It saves Money! Telephone and Internet
voting saves postage costs. Savings which
can help minimize fund expenses.

It saves Time! Telephone and Internet
voting is instantaneous - 24 hours a day.

It's Easy! Just follow these simple steps:

1. Read your proxy statement and have
it at hand.

2. Call toll-free 1-866-241-6192 or go
to website: https://vote.proxy-direct.com

3. Follow the recorded or on-screen
directions.

4. Do not mail your Proxy Card when you
vote by phone or Internet.

PROXY CENTURY SHARES TRUST PROXY

PROXY IN CONNECTION WITH A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
ON JULY 30, 2007 THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE FUND

The undersigned Shareholder of Century Shares Trust (the "Fund") hereby appoints
Alexander L. Thorndike, Steven Alfano and Maureen E. Kane, or any of them, as
proxies for the undersigned, with full power of substitution in each of them, to
attend a Special Meeting of Shareholders of the Fund (the "Special Meeting") to
be held at 4:00 p.m., Eastern Time, July 30, 2007, at the offices of Century
Capital Management Trust, 100 Federal Street, 29th Floor, Boston, Massachusetts
02110, and any postponement or adjournment thererof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Special
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Special Meeting. The undersigned
hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement and revokes any proxy heretofore given with respect to the Special
Meeting.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND
WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE REGARDING
THE APPROVAL OF A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED
TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS THE BOARD OF TRUSTEES OF THE FUND
RECOMMENDS.

VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192

--------------------------- -------------------

Note: Please sign this proxy exactly as your name(s)
appear(s) on the books of the Fund. Joint owners
should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which
they sign, and where more than one name appears, a
majority must sign. If a corporation, the signature
should be that of an authorized officer who should
state his or her title.

-----------------------------------------------------
Shareholder Signature

-----------------------------------------------------
Joint Owner Signature

-----------------------------------------------------
Date

CST_17763_A

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL.

PLEASE MARK VOTES AS IN THIS EXAMPLE:

PROPOSAL I. Election of a Board of Trustees.

Nominees: FOR WITHHOLD FOR ALL
(01) William Gray (06) Laura A. Johnson ALL ALL EXCEPT
(02) Stephen W. Kidder (07) Ellen M. Zane
(03) Jerrold Mitchell (08) Alexander L. Thorndike |_| |_| |_|
(04) Jerry S. Rosenbloom (09) Davis R. Fulkerson
(05) David D. Tripple

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NUMBER ON THE LINE IMMEDIATELY BELOW.

- --------------------------------------------------------------------------------

FOR AGAINST ABSTAIN

II.A. To approve amendments to the fundamental investment policy regarding
borrowing money. |_| |_| |_|

II.B. To approve amendments to the fundamental investment policy regarding
issuance of senior securities. |_| |_| |_|

II.C. To approve amendments to the fundamental investment policy regarding
underwriting securities. |_| |_| |_|

II.D. To approve amendments to the fundamental investment policy regarding
investing in real estate. |_| |_| |_|

II.E. To approve amendments to the fundamental investment policy regarding
investing in commodities. |_| |_| |_|

II.F. To approve amendments to the fundamental investment policy regarding
making loans. |_| |_| |_|

III.A. To approve the elimination of the fundamental investment policy regarding
diversification. |_| |_| |_|

III.B. To approve the elimination of the fundamental investment policy regarding
companies with fewer than three years continuous operations. |_| |_| |_|

III.C. To approve the elimination of the fundamental investment policy regarding
investing for control. |_| |_| |_|

III.D. To approve the elimination of the fundamental investment policy regarding
companies in which trustees and officers are shareholders. |_| |_| |_|

IV.A. To approve the reclassification of the policy regarding debt securities
as non-fundamental. |_| |_| |_|

IV.B. To approve the reclassification of the policy regarding investment
companies as non-fundamental. |_| |_| |_|

IV.C. To approve the reclassification of the policy regarding margin purchases
and short sales as non-fundamental. |_| |_| |_|

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------- --------------------------------------------

PLEASE VOTE, DATE AND SIGN THE PROXY AND RETURN THE SIGNED PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.

CST_17763_A

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

Your Proxy Vote is important!

And now you can Vote your Proxy on
the PHONE or the INTERNET.

It saves Money! Telephone and Internet
voting saves postage costs. Savings which
can help minimize fund expenses.

It saves Time! Telephone and Internet
voting is instantaneous - 24 hours a day.

It's Easy! Just follow these simple steps:

1. Read your proxy statement and have
it at hand.

2. Call toll-free 1-866-241-6192 or go
to website: https://vote.proxy-direct.com

3. Follow the recorded or on-screen
directions.

4. Do not mail your Proxy Card when you
vote by phone or Internet.

PROXY CENTURY SMALL CAP SELECT FUND PROXY

PROXY IN CONNECTION WITH A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
ON JULY 30, 2007 THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE FUND

The undersigned Shareholder of Century Small Cap Select Fund (the "Fund") hereby
appoints Alexander L. Thorndike, Steven Alfano and Maureen E. Kane, or any of
them, as proxies for the undersigned, with full power of substitution in each of
them, to attend a Special Meeting of Shareholders of the Fund (the "Special
Meeting") to be held at 4:00 p.m., Eastern Time, July 30, 2007, at the offices
of Century Capital Management Trust, 100 Federal Street, 29th Floor, Boston,
Massachusetts 02110, and any postponement or adjournment thererof, to cast on
behalf of the undersigned all votes that the undersigned is entitled to cast at
the Special Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Special Meeting. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and revokes any proxy heretofore given with respect
to the Special Meeting.

--------------------------- -------------------

-----------------------------------------------------
Shareholder Signature

-----------------------------------------------------
Joint Owner Signature

-----------------------------------------------------
Date

CST_17763_B

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL.

PLEASE MARK VOTES AS IN THIS EXAMPLE:

PROPOSAL I. Election of a Board of Trustees.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NUMBER ON THE LINE IMMEDIATELY BELOW.

- --------------------------------------------------------------------------------

FOR AGAINST ABSTAIN

II.A. To approve amendments to the fundamental investment policy regarding
borrowing money. |_| |_| |_|

II.B. To approve amendments to the fundamental investment policy regarding
issuance of senior securities. |_| |_| |_|

II.C. To approve amendments to the fundamental investment policy regarding
underwriting securities. |_| |_| |_|

II.D. To approve amendments to the fundamental investment policy regarding
investing in real estate. |_| |_| |_|

II.E. To approve amendments to the fundamental investment policy regarding
investing in commodities. |_| |_| |_|

II.F. To approve amendments to the fundamental investment policy regarding
making loans. |_| |_| |_|

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------- --------------------------------------------

PLEASE VOTE, DATE AND SIGN THE PROXY AND RETURN THE SIGNED PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.

CST_17763_B