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SCHEDULE 14A INFORMATION
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Century Capital Management Trust
(Name of Registrant as Specified in its Charter)
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A Message from the Chairman of the Century Funds
June 29, 2007
[PHOTO]
The Century Investment Management Team
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of the shareholders of
Century Shares Trust and Century Small Cap Select Fund will be held on July 30,
2007. The purpose of the meeting is to elect a Board of Trustees for the Funds
and to consider several proposals related to the Funds' fundamental investment
policies.
The following "Q&A" is provided to assist you in understanding the proposals.
Each of the proposals is described in greater detail in the accompanying Proxy
Statement. Please read the Proxy Statement carefully before you vote. After
careful consideration, the Trustees of the Century Funds have unanimously
recommended that you vote FOR the approval of each proposal.
Your vote is very important to us, regardless of the number of shares you own.
Whether or not you plan to attend the meeting in person, please read the Proxy
Statement and cast your vote promptly. It is important that your vote be
received no later than the time of the meeting on July 30, 2007. You may cast
your vote by completing, signing and returning the enclosed proxy card by mail
in the envelope provided, or you may vote on the Internet or by telephone by
following the simple instructions on the enclosed proxy card. If you simply
sign, date and return the proxy card, but do not specify a vote on any Proposal,
your vote will be counted in favor of all Proposals.
If you have any questions on the Proposals, please contact the Funds' proxy
solicitor, Computershare, toll free at (866) 525-2780.
We thank you for your participation and prompt response, and we thank you for
your continued support.
Sincerely,
/s/ Alexander L. Thorndike
Alexander L. Thorndike
Chairman of the Board of Trustees
Questions & Answers Q&A
Below is a brief overview of the proposals to be voted upon by the shareholders
of Century Shares Trust (CST) and Century Small Cap Select Fund (CSCS). The
enclosed Proxy Statement explains what you should know before voting on each
proposal. Please read the Proxy Statement carefully before you vote. Your vote
is important, no matter how large or small your holdings may be.
What proposals am I being asked to vote on?
Shareholders of both CST and CSCS will be asked to vote on the following
proposals:
1. To elect a Board of Trustees.
2. To approve amendments to the fundamental investment policies.
In addition, shareholders of CST will be asked to vote on the following
proposals:
3. To approve the elimination of certain fundamental investment
policies.
4. To approve the reclassification of certain investment policies as
non-fundamental.
Has each fund's Board approved the proposals that relate to that fund?
Yes. The Boards have unanimously approved the proposals and recommend that you
vote to approve those that apply to your fund.
1. To elect a Board of Trustees.
What role does the Board play?
The Board serves as the fund shareholders' representatives. They are your eyes
and ears and voice. Members of the Board have an obligation to serve the best
interests of shareholders, including approving policy changes. In addition, the
Board reviews fund performance, oversees fund activities, and reviews
contractual arrangements with companies that provide services to the fund.
What is the affiliation of the Board and Century Capital Management?
Currently, 75% of the members of the Board are "independent" trustees and two
members are "interested" trustees. Board members are determined to be
"interested" by virtue of, among other things, their affiliation with the funds
or with Century Capital Management, the funds' investment adviser. Independent
trustees have no affiliation with Century Capital Management and are compensated
by the funds.
2. To approve amendments to certain fundamental investment policies.
What are the fundamental investment policies?
Under the Investment Company Act of 1940, each fund is generally required to
have certain fundamental investment policies (for example, relating to
borrowing, making loans or investing in real estate or commodities). These
policies are considered "fundamental" because they may be changed only with
shareholder approval.
What will be the effect of the amendments to my fund's current fundamental
investment policies?
The purpose of the amendments is to update policies that are more restrictive
than currently required and to standardize, to the extent practicable, all
required fundamental investment restrictions across the funds. The Board and the
funds' investment adviser do not anticipate that the proposed amendments will
materially change the way either fund is currently managed or operated; however,
if approved, the amendments may provide each fund with greater flexibility to
respond to changing markets, new investment opportunities and future changes in
the law.
3. To approve the elimination of certain fundamental investment policies of CST.
What are these fundamental restrictions?
CST is also subject to fundamental investment policies that were once imposed by
state securities laws or other regulatory authorities that are now outdated or
are no longer effective.
What will be the effect of the elimination of such investment policies on the
fund?
The Board and the fund's investment adviser do not anticipate that the
elimination of these policies will materially change the way the fund is
currently managed or operated; however, it may provide the fund with greater
flexibility to respond to changing markets and new investment opportunities in
the future.
4. To approve the reclassification of certain investment policies as
non-fundamental for CST.
What are these fundamental investment policies?
CST has certain fundamental investment policies that are specific to the current
investment strategies of the fund. However, none of these investment policies is
required to be classified as fundamental.
What will be the effect of reclassifying such investment policies as
non-fundamental?
CST intends to continue to follow these investment policies, even if
reclassified as non-fundamental. However, if in the future, competitive or
regulatory changes require that such a policy be modified, the Board would be
able to do so without the time and expense of having to seek shareholder
approval.
Who is Computershare?
Computershare is a company not affiliated with the funds or with Century Capital
Management that the funds hired to call shareholders and record proxy votes. In
order to hold a shareholder meeting, a certain percentage of a fund's shares
(often referred to as "quorum") must be represented at the meeting. If a quorum
is not attained, the meeting must adjourn to a future date. The funds may
attempt to reach shareholders through multiple mailings to remind them to cast
their vote. As the meeting approaches, phone calls may be made to shareholders
who have not yet voted their shares so that the shareholder meeting does not
have to be postponed.
How many votes am I entitled to cast?
As a shareholder, you are entitled to one vote for each share you own of a fund
on the record date. The record date is June 15, 2007.
How do I vote my shares?
You can vote your shares by completing and signing the enclosed proxy card and
mailing it in the enclosed postage-paid envelope. You may also vote by
touch-tone telephone by calling the toll-free number printed on your proxy
card(s) and following the recorded instructions, or via the Internet by visiting
the website printed on your proxy card and following the on-line instructions.
If you need any assistance, or have any questions regarding the proposals or how
to vote your shares, please call Computershare at (866) 525-2780.
How do I sign the proxy card?
Individual Accounts: Shareholders should sign exactly as their names appear on
the account registration shown on the card.
Joint Accounts: Either owner may sign, but the name of the person signing should
conform exactly to a name shown in the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, a trustee for a trust or other entity should sign, "Ann B. Collins,
Trustee."
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. ABC Corp.
John Doe, Treasurer
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Partnership Accounts
(1) The XYZ Partnership Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership Jane B. Smith, General Partner
Trust Accounts
(1) ABC Trust Account Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith Jr. John B. Smith
GMA/UTMA
(2) Estate of John B. Smith John B. Smith, Jr., Executor