NEW CENTURY PORTFOLIOS, 497, 1998-11-05

NEW CENTURY PORTFOLIOS
497, 1998-11-05

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PROSPECTUS
NEW CENTURY PORTFOLIOS

November 2, 1998

Each Portfolio has a specific investment objective. There is no assurance the
objectives will be achieved.

NEW CENTURY CAPITAL PORTFOLIO. The investment
objective of the Portfolio is to provide capital growth, with a secondary
objective to provide income, while managing risk. The Portfolio seeks to achieve
these objectives by investing primarily in shares of other registered investment
companies that emphasize investments in equities (domestic and foreign).

NEW CENTURY BALANCED PORTFOLIO. The investment objective of the Portfolio
is to provide income, with a secondary objective to provide capital growth,
while managing risk. The Portfolio seeks to achieve these objectives by
investing primarily in shares of other registered investment companies that
emphasize investments in equities (domestic and foreign), and fixed income
securities (domestic and foreign).

The Securities and Exchange Commission has not approved or disapproved these
securities. The Commission does not assure the adequacy of any prospectus. It is
not legal to claim that the Commission has done so.

<PAGE>

New Century Portfolios
Prospectus
November 2, 1998

Table of Contents Page
Summary Investment Objectives And Policies 1
Investment Objectives 1
Investment Policies 1
New Century Capital Portfolio 1
New Century Balanced Portfolio 2
Risk Factors 3
Past Performance 3
Fund Expenses 6
More Investment Policies Of Each Portfolio 7
Investments in Individual Securities 7
Trend Analysis 7
Investments In Investment Companies And
The Investment Company Industry 8
Underlying Funds 10
Money Market Securities 11
Share Price 12
Dividends, Capital Gains And Taxes 13
Investment Advisor 14
Distribution Of Shares 15
Buying Shares 16
Redeeming Shares 17
Telephone Redemptions 18
Account Minimum 18
Redemptions In-Kind 18
Exchanging Shares 19
Types Of Accounts - Special Plans 19
Financial Highlights 20

<PAGE>

Summary Investment Objectives And Policies

Investment Objectives

NEW CENTURY CAPITAL PORTFOLIO. The investment objective of the
Portfolio is to provide capital growth, with a secondary objective
to provide income, while managing risk.

NEW CENTURY BALANCED PORTFOLIO. The investment objective of the
Portfolio is to provide income, with a secondary objective to
provide capital growth, while managing risk.

Investment Policies

New Century Capital Portfolio

The New Century Capital Portfolio seeks to achieve its investment objective by
investing primarily in shares of other registered investment companies that
emphasize investments in equities (domestic and foreign). (The Portfolio's
objective, including its policy to concentrate in shares of other registered
investment companies, cannot be changed without approval by the shareholders.)
The Advisor will diversify equity investments by investing the assets of the
Portfolio primarily in investment companies that concentrate in different
segments of the equity markets. For example, the Portfolio may be invested in
investment companies that emphasize growth, growth and income, equity income,
small company, aggressive, and foreign equities.

In addition, the Portfolio may commit a portion of its assets to certain
investment companies whose assets do not necessarily move in accordance with the
United States stock market. These would include investment companies that invest
in foreign stocks and bonds, real estate and other tangible assets, as well as
investment companies that concentrate their assets in one segment of the
equities market.

The Advisor will monitor and respond to changing economic and market conditions
and then, if necessary, reposition the assets of the Portfolio. The Advisor uses
a number of techniques to make investment decisions, one of which is trend
analysis. Trends are analyzed by using a variety of technical and fundamental
indicators, such as the direction of interest rates, economic growth and various
moving averages. The Advisor manages risk through diversification and asset
allocation and by monitoring activities of underlying funds in which the
Portfolio invests.

New Century Balanced Portfolio

The New Century Balanced Portfolio seeks to achieve its investment objective by
investing primarily in shares of other registered investment companies that
emphasize investments in equities (domestic and foreign), and fixed income
securities (domestic and foreign). (The Portfolio's objective, including its
policy to concentrate in shares of other registered investment companies cannot
be changed without approval by the shareholders.) To produce its return, the
Portfolio will use a variety of investment techniques designed to generate
primarily, dividends (including dividends of funds in which we invest which is
derived from interest), interest, and other income. The Advisor will diversify
equity and fixed income investments by investing the assets of the Portfolio
primarily in investment companies that concentrate in different segments of the
equity markets and investment companies that concentrate in different segments
of the fixed income markets. (The Portfolio determines that the structure of its
investments is "balanced" by evaluating the composite investments of the
investment companies in which it has invested.) For example, the portion of the
Portfolio that is invested in equities may be invested in investment companies
that emphasize growth, growth and income, equity income, small company and
foreign equities. The portion of the Portfolio that is invested in fixed income
securities may be invested in investment companies that emphasize domestic, high
yield and foreign fixed income securities.

The Advisor may invest a portion of the Portfolio assets in those investment
companies that use different versions of so-called defensive strategies to
minimize risk. These defensive strategies may include the purchase of low
volatility stocks, a combination of stocks and bonds or convertible bonds, money
market funds, cash and cash equivalents, as well as high dividend paying stocks.
For example, a fund may be chosen because it primarily invests in intermediate
or short-term bonds, which are less volatile than funds emphasizing longer-term
bonds.

The Advisor will monitor and respond to changing economic and market conditions
and then, if necessary, reposition the assets of the Portfolio. The Advisor uses
a number of techniques to make investment decisions, one of which is trend
analysis. Trends are analyzed by using a variety of technical and fundamental
indicators, such as the direction of interest rates, economic growth and various
moving averages. The Advisor manages risk through diversification and asset
allocation, and by monitoring activities of underlying funds in which the
Portfolio invests.

Risk Factors

You should consider a number of factors before investing in either of the
Portfolios:

(a) The Portfolios concentrate (invest more than 25% and up to 100% of the
value of their respective assets) in the shares of registered open-end and
closed-end investment companies. Thus, the Portfolios are affected by the
performance of those companies. Loss of money is a risk of investing in the
Portfolios. The Portfolios also contribute to the expenses of operating
those companies (including their advisory or operating fees). (See
"Investments in Investment Companies and the Investment Company Industry.")
Each Portfolio has the right to invest in investment companies which charge
a "sales load" and other sales charges. Each Portfolio will seek to
minimize such charges, but they can reduce the Portfolio's investment
results.

(b) You should recognize that you may invest directly in mutual funds. By
investing in mutual funds indirectly through the Portfolios, you will bear
both your proportionate share of the expenses of the Portfolios (including
operating costs and investment advisory and administrative fees) and
similar expenses of the underlying funds. In addition, you will bear your
proportionate share of expenses related to the distribution of that
Portfolio's shares and you also may indirectly bear expenses paid by an
underlying fund for the distribution of its shares.

(c) The Portfolios may invest in investment companies which concentrate in
a particular industry. These companies tend to have greater fluctuation in
value than other investment companies.

(d) Like other mutual funds, as well as other financial and business
organizations around the world, the Portfolios could be adversely affected
if the computer systems used by the Portfolios' Advisor, Transfer Agent and
other service providers do not properly process and calculate date-related
information and data as of and after January 1, 2000. The Advisor is taking
steps that it believes are reasonably designed to address the year 2000
issue with respect to computer systems that it uses. It is also asking for
reasonable assurances that the Portfolios' other major service providers
are taking comparable steps. At this time, however, there can be no
assurance that these steps will be sufficient to avoid any adverse impact
to the Portfolios.
<PAGE>

Past Performance

The bar charts and tables below show each Portfolio's annual returns and its
long-term performance. The bar charts show how each Portfolio's return has
changed from year to year. The second table shows how each Portfolio's average
annual returns for certain periods compare with those of the S&P Index, a widely
recognized index of stock performance. The bar charts and tables assume that all
dividends and capital gain distributions have been reinvested in new shares of
the Portfolio. This information indicates the risks of investing in the
Portfolios. Past performance is not necessarily an indication of how a
Portfolio will perform in the future.

NEW CENTURY CAPITAL PORTFOLIO

-4.76 36.45 0.55 10.82 0.06 28.10 14.54 26.06

90 91 92 93 94 95 96 97

Best Quarter Q2 '97 = 14.92%
Worst Quarter Q3 '90= 15.02%
The year-to-date return as of September 30, 1998 was 0.44%

NEW CENTURY BALANCED PORTFOLIO

-0.74 22.93 2.82 15.52 -2.41 22.86 12.22 18.57

90 91 92 93 94 95 96 97

Best Quarter Q2 '97= 10.32%
Worst Quarter Q3 '90 = 9.35%
The year-to-date return as of September 30, 1998 was 1.17%.

Average Annual Total Return as of December 31, 1997

1 Year 5 Years Inception
(Jan. 31, 1989)
New Century Capital Portfolio 26.06% 16.07% 13.37%
New Century Balanced Portfolio 18.57% 13.01% 11.05%
S&P Index 33.35% 20.25% 17.45%

<PAGE>

Fund Expenses

This table describes the fees and expenses that you may pay if you buy and hold
shares of a Portfolio.

Shareholder Fees (fees paid New Century New Century
directly from your investment) Capital Portfolio Balanced Portfolio

Maximum Sales Charge (Load)
Imposed on Purchases none none

Maximum Deferred Sales Charge (Load) none none

Redemption Fee none none

Exchange Fee none none

Annual Fund Operating Expenses(expenses that are deducted from Portfolio assets)

Management and Advisory Fees 1.00% 1.00%

Distribution (12b-1) Fees 0.13% 0.19%

Other Expenses 0.30% 0.22%

Total Annual Operating Expenses 1.43% 1.41%

The Example below is meant to help you compare the cost of investing in a
Portfolio with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

1 year 3 years 5 years 10 years
-----------------------------------

New Century Capital Portfolio $143 $445 $768 $1,683

New Century Balanced Portfolio $141 $438 $757 $1,661

More Investment Policies of Each Portfolio

Investments in Individual Securities

While it is not currently the intention of the Portfolios, each Portfolio
retains the right, when the Advisor deems appropriate, to invest in individual
securities. The Advisor will not invest in individual securities without prior
approval by the Board of Directors. The Portfolios will invest in common stocks
or bonds when the Advisor believes from its analysis of economic and market
trends that the investment environment favors investing in those securities.
Securities are selected from particular industry groups and particular companies
which may be experiencing favorable demand. The Portfolios have not set limits
on asset size for the issuers of such securities. While it is not currently the
intent of the Portfolios, each Portfolio retains the right when the Advisor
deems appropriate to invest in fixed income securities.

The Portfolios may invest only in investment grade fixed income securities.
There are four categories which are referred to as investment grade. These are
the four highest ratings or categories as defined by Moody's Investors Service,
Inc. ("Moody's) and Standard and Poor's Corporation ("Standard & Poor's").
Categories below this have lower ratings and are considered more speculative in
nature. The following are bond ratings classified as investment grade by Moody's
and Standard and Poor's. Baa and BBB rated securities are considered to have
speculative characteristics.

Moody's Standard & Poor's

High Grade Aaa AAA
High Quality Aa AA
Upper Medium Grade AA A
Medium Grade Baa BBB

Ratings from "AA" to" B" may be modified by a plus or minus sign to show
relative standings within the categories.

Trend Analysis

The Advisor will attempt to monitor and respond to changing economic and market
conditions and if necessary reposition the portfolios' assets depending on the
trend analysis. Trends are analyzed by using a variety of technical and
fundamental indicators. Among the factors which are included in the analysis are
the direction of interest rates, economic growth, industry trends and various
moving averages.

When the Advisor identifies an upward trend, the New Century Capital Portfolio
will seek to obtain growth over income while managing risk and the New Century
Balanced Portfolio will seek to obtain income over growth while managing risk.

When a downward trend has been identified, protection of principal may be
emphasized over opportunities for gains in both the New Century Capital and New
Century Balanced Portfolios. When the Advisor believes that income producing
assets are more appropriate due to the economic and market conditions an
emphasis will be placed on income producing investment vehicles. During periods
of time when the Advisor believes there may be unacceptable high risks, the
Portfolios may invest in cash, money market accounts, or money market
instruments to protect the value of the Portfolios.

Investments In Investment Companies And The Investment Company
Industry

The Portfolios, by investing in shares of investment companies, indirectly pay a
portion of the operating expenses, management expenses and brokerage costs of
such companies as well as the expense of operating the Portfolio. Thus, the
Portfolios' investors will indirectly pay higher total operating expenses and
other costs than they would pay by owning the underlying investment companies
directly. The Portfolios attempt to identify investment companies that have
demonstrated superior management in the past, thus possibly offsetting these
factors by producing better results and/or lower costs and expenses than other
investment companies. There can be no assurance that this result will be
achieved.

Investing in an investment company does not eliminate investment risk. When the
Advisor has identified a significant upward trend in a particular industry
sector, each Portfolio retains the right to invest in investment companies which
concentrate in a particular industry sector. Such investment companies tend to
have greater fluctuations in value when compared to other categories of
investment companies.

The Portfolios must also structure their investments in other investment company
shares to comply with certain provisions of federal and state securities laws.
Currently, the law limits the amount of the investment of New Century
Portfolios' assets in any investment company to 3% of total asset value of any
such company. These laws and regulations also may adversely affect the
operations of each Portfolio with respect to purchases or redemption of shares
issued by an investment company. As a result of this restriction, a Portfolio
would have to select alternative investments, which may be less desirable than
the previously acquired investment company securities. Shares held by New
Century Portfolios in excess of 1% of an issuer's outstanding securities will be
considered illiquid and, together with other illiquid securities, may not exceed
10 percent of each Portfolio's assets. (The underlying investment company may be
allowed to delay redemption of its shares held by an investment company, such as
New Century Portfolios, in excess of 1% of its total assets for 30 days.)

Consequently, if a Portfolio were more heavily concentrated in a small
investment company, it might not be able to readily dispose of such investment
company shares and might be forced to redeem Portfolio shares in kind to
redeeming shareholders by delivering shares of investment companies that are
held by the Portfolio. Each Portfolio will generally limit the portion of its
assets which will be invested in any underlying fund so as to minimize or
eliminate the effects of this restriction. Although a Portfolio may be
restricted in its ability to redeem, Portfolio shareholders who receive shares
upon redemption are not so restricted. If shares are redeemed in kind, the
redeeming Shareholder may incur redemption fees or brokerage costs in converting
the assets into cash. Applicable fundamental policies are reflected in the
Portfolio's investment restrictions. Holdings of affiliated persons are included
in the 3 percent limitation on investment in any other investment company and in
the computation of the 1% of an underlying issuer's securities for purposes of
the illiquidity restriction, and possible delay in redemption of underlying
investment company securities, described above. When affiliated persons hold
shares of any of the underlying funds, New Century Portfolios' ability to invest
is restricted. In that case, the Portfolios could be forced to select
alternative, and perhaps less preferable, investments. This restriction applies
to New Century Portfolios as a whole, not each Portfolio separately.

Investment decisions by the investment advisors of the underlying funds are made
independently of the Portfolios and its Advisor. Therefore, the investment
advisor of one underlying fund may be purchasing shares of the same issuer whose
shares are being sold by the investment advisor of another such fund. The result
of this would be an indirect expense to a Portfolio without accomplishing any
investment purpose.

Each Portfolio expects that it will select the investment companies in which it
will invest based, in part, upon an analysis of the past and projected
performance and investment structure of the investment companies. However, each
Portfolio must consider other factors in the selection of investment companies.
These other factors include, but are not limited to, the investment company's
size, shareholder services, liquidity, investment objective and investment
techniques, etc. Each Portfolio will be affected by the losses of its underlying
investment companies, and the level of risk arising from the investment
practices of such investment companies (such as repurchase agreements, quality
standards, or lending of securities) and has no control over the risks taken by
such investment companies. Each Portfolio can also elect to redeem (subject to
the 1% limitation discussed above) its investment in an underlying investment
company (or sell it if the company is a closed-end one) if that action is
considered necessary or appropriate. The following is a list of many of the
types of investment companies which are eligible for inclusion in the
Portfolios:

Growth Funds Income (Equity) Funds
Growth and Income Funds Income (Mixed) Funds
Bond and Preferred Funds Option/Income Funds
Balanced Funds U.S. Government Income Funds
Precious Metals Funds/Gold Funds International Equity Funds
Money Market Funds International Bond Funds
GNMA Funds International Money Market Funds
Global Bond Funds Global Money Market Funds
Global Equity Funds Aggressive Growth Funds
Municipal Bonds Municipal Bond Funds
Sector Funds Short Term Bond Funds
High Yield Bond Funds Intermediate Term Bond Funds
Income (Bond) Funds

The Portfolios will not invest in an investment company which charges a
contingent deferred sales load.

Underlying Funds

The underlying funds in which the Portfolios invest may invest in various
obligations and employ various investment techniques. The following describes
some of the most common of such obligations and techniques.

Illiquid And Restricted Securities. An underlying fund may invest up to 15% of
its net assets in illiquid securities for which there is no readily available
market. Illiquid Securities may include restricted securities the disposition of
which would be subject to legal restrictions. During the time it takes to
dispose of illiquid securities, the value of the securities (and therefore the
value of the underlying fund's shares held by a Portfolio) could decline.

Foreign Securities. An underlying fund may invest its assets in securities of
foreign issuers. There may be less publicly available information about these
issuers than is available about companies in the U.S. and such information may
be less reliable. Foreign securities are subject to heightened political, social
and economic risks, including the possibility of expropriation, nationalization,
confiscation, confiscatory taxation, exchange controls or other foreign
governmental restrictions. All of these risks are heightened for investments in
emerging markets.

Industry Concentration. An underlying fund may concentrate its investments
within one industry. Because investments within a single industry would all be
affected by developments within that industry, a fund which concentrates in an
industry is subject to greater risk than a fund which invests in a broader range
of securities. Also, the value of the shares of such an underlying fund may be
subject to greater market fluctuation than an investment in a more diversified
fund.

Repurchase Agreements. Like the Portfolios, underlying funds, particularly money
market mutual funds, may enter into repurchase agreements. If the seller should
default on its obligation to repurchase the securities, the underlying fund may
experience delays or difficulties in exercising its rights to realize upon the
securities held as collateral and might incur a the value of the securities
should decline.

Loans Of Portfolio Securities. An underlying fund may lend its portfolio
securities equal in value up to one-third of its total assets. The loan is
secured continuously; however, loans of securities involve a risk that the
borrower may fail to return the securities or may fail to provide additional
collateral.

Short Sales. An underlying fund may sell securities short. In a short sale, the
fund sells stock which it does not own, making delivery with securities
"borrowed" from a broker. The fund will incur a loss as a result of the short
sale if the price of the security increases between the date of the short sale
and the date on which the fund replaced the borrowed security. The fund may be
required to pay a premium, dividend or interest.

Risk Factors Regarding Options, Futures And Options On Futures. Successful use
by an underlying fund of options on stock or bond indices, financial and
currency futures contracts and related options, and currency options will be
subject to the investment manager's ability to predict correctly movements in
the direction of the securities and currency markets generally or of a
particular segment. If a fund's investment manager is not successful in
employing such instruments in managing a fund's investments, the fund's
performance will be worse than if it did not employ such strategies. In
addition, a fund will pay commissions and other costs in connection with such
investments, which may increase the fund's expenses and reduce the return. In
writing options on futures, a fund's loss is potentially unlimited and may
exceed the amount of the premium received.

Certain derivative positions may be closed out only on an exchange which
provides a secondary market. There can be no assurance that a liquid secondary
market will exist for any particular option, futures contract or option thereon
at any specific time. Thus, it may not be possible to close such a position and
this could have an adverse impact on a fund. When trading options on foreign
exchanges or in the OTC market many of the protections afforded to exchange
participants will not be available and a secondary market may not exist.

Leverage Through Borrowing. An underlying fund may borrow to increase its
holdings of portfolio securities. The fund is required to maintain continuous
asset coverage of 300% with respect to such borrowings and to sell (within three
days) sufficient portfolio holdings to restore such coverage if it should
decline to less than 300%, even if disadvantageous. Leveraging will exaggerate
the effect of any increase or decrease in the value of portfolio securities on
the fund's net asset value, and money borrowed will be subject to interest costs
and fees which may exceed the interest and gains, if any, received from the
securities purchased with borrowed funds.

Money Market Securities

Each Portfolio may invest in money market securities, which include:

marketable securities issued or guaranteed as to principal and
interest by the government of the United States or by its
agencies or instrumentalities;
domestic bank certificates of deposit;
bankers' acceptances;
prime commercial paper; and
repurchase agreements (secured by United States Treasury or agency
obligations).

The cash will be invested in high quality money market instruments while seeking
maximum current income and maintaining preservation of capital. These
instruments are considered safe because of their short-term maturities,
liquidity and high quality ratings.

Commercial paper is limited to the two highest ratings of Moody's and Standard
and Poor's. Firms rate borrowers differently according to their classifications.
Standard and Poor's rates companies from A for the highest quality to D for the
lowest quality rating. The A-rated companies are also subdivided into three
groups depending on relative strength. Moody's uses P1 as their highest rating
along with P2 and P3. Commercial Paper may be purchased that is rated Prime 1 or
2 by Moody's or A-1 or A-2 by the Standard and Poor's Corporation. Instruments
such as Commercial paper and notes which are issued by companies having an
outstanding debt rated within these two highest ratings may be purchased.

Bank Certificates of Deposit and Banker's Acceptances are limited to U.S. dollar
denominated instruments of domestic banks (generally limited to institutions
with a net worth of at least $100,000,000) and of domestic branches of foreign
banks (limited to institutions having total assets of not less than $1 billion
or its equivalent).

Under a repurchase agreement the Portfolio acquires a debt instrument for a
relatively short period (usually not more than one week) subject to the
obligations of the seller to repurchase and of the Portfolio to resell such
instrument at a fixed price. The use of repurchase agreements involves certain
risks. For example, if the seller of the agreement defaults on its obligation to
repurchase the underlying securities at a time when the value of these
securities has declined, the Portfolio may incur a loss upon disposition of
them. If the seller of the agreement becomes insolvent and subject to
liquidation or reorganization under the Bankruptcy Code or other laws, a
bankruptcy court may determine that the underlying securities are collateral not
within the control of the Portfolio and therefore subject to sale by the trustee
in bankruptcy. Finally, it is possible that the Portfolio may not be able to
substantiate its interest in the underlying securities. While management of the
Portfolio acknowledges these risks, it is expected that they can be controlled
through stringent security selection and careful monitoring procedures.

The Portfolio will select money market securities for investment when such
securities offer a current market rate of return which the Advisor considers
reasonable in relation to the risk of the investment, and the issuer can satisfy
suitable standards of credit-worthiness set by the Advisor and described in the
Statement of Additional Information.

Portfolio Turnover. Each Portfolio presently estimates that its annualized
portfolio turnover rate generally will not exceed 200%. High portfolio turnover
might adversely affect a Portfolio's performance due to additional transaction
costs (such as brokerage commissions or sales charges) and adverse tax effects.
(See "Dividends, Distributions and Taxes".)

Share Price

When you buy or redeem shares of a Portfolio the price you receive is based on
the next calculation of net asset value after your order is placed. The net
asset value of a Portfolio share is determined as of 5 p.m. Eastern time on each
day the New York Stock Exchange is open for unrestricted trading from Monday
through Friday. Portfolio shares will not be priced on national holidays when
the New York Stock Exchange is closed. The net asset value is determined by
dividing the value of the Portfolio's securities, plus any cash and other
assets, less all liabilities, by the number of shares outstanding. Expenses and
fees of the Portfolio, including the advisory and the distributor fees, are
accrued daily and taken into account for the purpose of determining the net
asset value.

Each Portfolio will value redeemable securities issued by open-end investment
companies at their respective net asset values last computed at 5 p.m. A
portfolio security listed or traded on a securities exchange will be valued at
the last sale price on the security's principal exchange on that day. Listed
securities not traded on an exchange that day, and other securities which are
traded in the over-the-counter market, will be valued at the last reported bid
price in the market on that day, if any. Securities for which market quotations
are not readily available and all other assets will be valued at their
respective fair market value as determined in good faith by, or under procedures
established by, the Board of Trustees.

The Portfolios will value money market securities with less than sixty days
remaining to maturity when acquired on an amortized cost basis, excluding
unrealized gains or losses thereon from the valuation. This is accomplished by
valuing the security at cost and then assuming a constant amortization to
maturity of any premium or discount. If the Portfolio acquires a money market
security with more than sixty days remaining to its maturity, it will value the
money market security at current market value until the 60th day prior to
maturity. The money market security will then be valued on an amortized cost
basis based upon the value on such date unless the Board determines during such
60 day period that this amortized cost value does not represent fair market
value.

Dividends, Capital Gains And Taxes

The New Century Capital Portfolio will declare and pay annual dividends to its
shareholders. The New Century Balanced Portfolio will declare and pay quarterly
dividends to its shareholders, of substantially all of its net investment
income, if any, earned during the year from its investments. Each Portfolio will
distribute net realized capital gains, if any, once each year.

Your dividends and distributions will be reinvested in additional shares of a
Portfolio unless you elect in writing to receive dividends or distributions in
cash. To change your election you must notify the Transfer Agent in writing
fifteen days prior to record date. Reinvestments will be made on the payment
date at the net asset value determined on the record date of the dividend or
distribution.

If you are subject to tax, and you purchase Portfolio shares shortly before a
record date for a dividend or distribution, a portion of your investment will be
returned as a taxable distribution. Distributions from long term capital gains
are taxable as such, whether paid in cash or reinvested in shares and regardless
of the length of time you have owned Portfolio shares (if you are subject to
federal income taxes). Dividends from net investment income or net short-term
gains will be taxable to you as ordinary income, whether paid in cash or shares
(if you are subject to federal income tax). We will provide an information
return to you describing the Federal tax status of the dividends paid by a
Portfolio during the preceding calendar year within 60 days after the end of
each year as required by present tax law. You should consult your tax advisor
concerning the state or local taxation of such dividends, and the Federal, state
and local taxation of capital gains distributions. Dividends declared in
October, November or December of any year to investors of record on any date in
such a month will be deemed to have been paid and received by the investors on
December 31 of such year, provided such dividends are paid before February 1 of
the following year.

The dividends paid by a Portfolio may qualify for the 70% dividends received
deduction for corporations. Distributions from long-term capital gains are not
eligible for the dividends received deduction for corporations. Corporate
investors should recognize that the investor must hold Portfolio shares for more
than 45 days during the period beginning 45 days before each dividend date and
ending 90 days thereafter to qualify any dividends (or portion thereof) for the
dividends received deduction.

In accordance with law, we may be required to withhold a portion of dividends or
redemptions or capital gains paid to you and remit such amount to the Internal
Revenue Service, if you fail to furnish us with a correct taxpayer
identification number, if you fail to supply us with a tax identification number
altogether, if you fail to make a required certification, or if the Internal
Revenue Service notifies us to withhold a portion of such distributions from
your account. Certain entities, such as certain types of trusts, may be exempt
from this withholding provided they file an appropriate exemption certificate
with us.

Investment Advisor

The investments of each Portfolio are managed by Weston Financial Group, Inc.
(the "Advisor"), 20 William Street, Suite 330, Wellesley, Massachusetts
02481-4102, under separate investment advisory agreements (previously defined as
the "Advisory Agreements") which became effective on February 28, 1990. The
Advisory Agreements provide that the Advisor shall supervise and manage the
Portfolio's investments and shall determine the Portfolio's portfolio
transactions, subject to periodic review by the Board of Trustees. The Advisor
is responsible for selecting brokers and dealers to execute transactions for the
Portfolio.

On October 16, 1998, the Fund's shareholders approved new investment advisory
agreements with the Advisor to replace the current Advisory Agreements. The new
agreements contain the same terms and conditions as the current Advisory
Agreements, except for effective dates and termination dates. Shareholders were
asked to approve the new agreements because the Advisor plans to merge with
Weston Advisors, Inc., an affiliated Company, which will result in a change in
control of the Advisor.

The fees paid under the Advisory Agreements are higher than the investment
advisory fees paid by most other mutual funds. The Advisor currently provides
investment advisory services for approximately $416 million of assets of
individuals, trusts and estates. The Advisor has provided discretionary
investment advisory services relating to investments in mutual funds since 1981.
Pursuant to its Advisory Agreement with each Portfolio, the Advisor will manage
the assets of each Portfolio in accordance with the stated objective, policies
and restrictions of the Portfolio (subject to the supervision of the New Century
Portfolios' Board of Trustees and officers). The Advisor will also keep certain
books and records in connection with its services to the New Century Portfolios.
The Advisor has also authorized any of its directors, officers and employees who
have been elected as Trustees or officers of the New Century Portfolios to serve
in the capacities in which they have been elected. Services furnished by the
Advisor under the agreement may be furnished through the medium of any such
directors and officers.

As compensation for its services as investment advisor, the Advisor receives a
fee, computed daily and payable monthly, at the annualized rate of 1% of each
Portfolio's average daily net assets for the first $100 million in assets and
.75% of the assets exceeding that amount. The Advisor's fee is higher than that
paid by most other investment companies. For the fiscal year ended October 31,
1997, the Advisor received $703,591 (1% of average net assets) for the New
Century Capital Portfolio and $455,053 (1% of average net assets) for the New
Century Balanced Portfolio.

The Advisor uses an investment team approach to analyze investment trends and
strategies for the Portfolios. Members of the investment team are responsible
for the continuous review and administration of each Portfolio's investment
program, subject to the objectives specified in the Prospectus and supplemental
guidelines approved by the New Century Portfolios' Board of Trustees. Wayne M.
Grzecki, who has 20 years of investment experience, is the coordinator of the
team. Mr. Grzecki has served in various management positions with the Advisor
since 1986 and is President of the New Century Portfolios. Douglas A. Biggar and
Ronald A. Sugameli are the other members of the team. Mr. Biggar, a Principal of
the Advisor and Trustee of the Portfolios, served as the New Century Portfolios'
portfolio manager from inception to 1994. Mr. Sugameli, a Vice President of the
Portfolios, has served in various management positions with the Advisor since
1984, advising individuals concerning financial planning and investment advice.

The Advisor was organized in 1981 and principally provides investment advice to
individuals. The Advisor does not provide investment advice to any other
investment companies.

The Advisor also serves as the Portfolios' administrator under an agreement with
each Portfolio the "Administration Agreement"). The Administration Agreements
provide that the Advisor will furnish the New Century Portfolios with office
facilities, and with any ordinary clerical and bookkeeping services not
furnished by the custodian, transfer agent or Distributor. The Administration
Agreements were approved by the Board of Trustees. As compensation for its
services as an administrator, the Advisor receives an amount equal to the
salaries and expenses of the personnel who perform the administrative duties.

Distribution Of Shares

Weston Securities Corporation is each Portfolio's Distributor. The Distributor
promotes the distribution of the shares of each Portfolio in accordance with
those agreements and the terms of the Distribution Plan for each Portfolio (the
"Plan") adopted pursuant to Rule l2b-1 under the 1940 Act. Each Plan provides
for the use of Portfolio assets to pay expenses of distributing Portfolio
shares.

The Plan provides that each Portfolio may incur distribution costs which may not
exceed .25% per annum of the Portfolio's net assets for payments to the
Distributor for items such as advertising expenses, selling expenses,
commissions or travel reasonably intended to result in sales of shares of the
Portfolio. The Distribution Agreement adopted under each Plan provides that each
Portfolio will pay the Distributor a monthly fee at an annual rate of .25% of
the Portfolio's average daily net assets. Thus, each Portfolio will not bear any
distribution expenses in excess of its payments to the Distributor. The Plans do
not limit the amounts paid to the Distributor by each Portfolio to amounts
actually expended by the Distributor. It is therefore possible for payments to
the Distributor to exceed its expenses in a particular year.

Because these fees are paid out of the Portfolios' assets on an on-going basis,
over time these fees will increase the cost of your investment and may cost you
more than paying other types of sales charges.

Buying Shares

Shares of each Portfolio are distributed by the Distributor and by selected
dealers. Purchases are made at the net asset value per share next computed after
receipt of your order by the Portfolio's Transfer Agent, First Data Investor
Services Inc. The minimum initial investment is $5,000; subsequent purchases
must be at least $100, but may be waived for tax qualified plans such as
individual retirement accounts. There is no sales load or charge assessed on the
New Century Capital Portfolio or the New Century Balanced Portfolio.

To purchase shares of a Portfolio please complete the application form and mail
it together with your check payable to New Century Portfolios to:

First Data Investor Services Inc.
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903

Subsequent investments may be made at any time (minimum additional investment
$100.00) by mailing a check, payable to New Century Portfolios to the Transfer
Agent at the address above. Mail orders should include, when possible, the
"Invest by Mail" stubs which accompanies any Portfolio confirmation statement.
The Distributor may be reached at (888) 639-0102.

Each Portfolio reserves the right in its sole discretion (i) to suspend the
offering of its shares, (ii) to reject purchase orders when in the best interest
of the Portfolio, (iii) to reduce or waive the minimum for initial and
subsequent investments as set forth above.

Your purchase will be made in full and fractional shares of the Portfolio
calculated to three decimal places. Shares are normally held in an open account
for shareholders by each Portfolio, which will send to shareholders a statement
of shares owned at the time of each transaction. Share certificates for full
shares are, of course, available at any time at written request at no additional
cost to the shareholder. No certificates will be issued for fractional shares.

Redeeming Shares

You may redeem your shares of the Portfolios without charge on any day on which
the Portfolios calculate their net asset values (see "Share Price"). Redemptions
will be effective at the net asset value per share next determined after the
receipt of a redemption request meeting the requirements described below. After
we receive your request in good order, we normally send redemption proceeds on
the next business day, and in any event, within seven days (or earlier if
required under applicable law). There is no charge for redemptions by the
Portfolios or repurchases by the Distributor.

We have the right to close your account if it falls below the minimum investment
(presently $5,000) and you do not bring it up to the minimum within 60 days
notice to you. We also have the right to redeem shares in kind. If shares are
redeemed in kind, you may incur brokerage costs in converting the assets into
cash. A written redemption request to the Transfer Agent must:

identify the Portfolio and the shareholder's account number,
state the number of shares to be redeemed, and
be signed by each registered owner exactly as the shares are registered.

If the shares to be redeemed were issued in certificate form, the certificates
must be endorsed for transfer (or be accompanied by an endorsed stock power) and
must be submitted to the Transfer Agent together with the redemption request.

Signature guarantees must be included in a redemption request for:

an amount in excess of $5,000,
payment other than to the shareholder of record, or
for proceeds to be sent elsewhere than the address of record.

The guarantor of a signature must be a national bank or trust company (not a
savings bank), a member bank of the Federal Reserve System or a member firm of a
national securities exchange.

The Transfer Agent may require additional supporting documents for redemptions
made by corporations, executors, administrators, trustees and guardians. The
Transfer Agent will not consider a redemption request to be complete until it
receives all required documents in proper form. You should call the Transfer
Agent at (800) 441-8580 with questions about the proper form for redemption
requests.

Delivery of the proceeds of a redemption of shares purchased and paid for by
check shortly before the receipt of the request may be delayed until the
Portfolio determines that its Custodian Bank has completed collection of the
purchase check which may take up to 15 days. The Board of Trustees may suspend
the right of redemption or postpone the date of payment during any period when:

trading on the New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission,
such Exchange is closed for other than weekends and holidays, the
Securities and Exchange Commission has by order permitted
such suspension, or
an emergency, as defined by rules of the Commission, exists during
which time the sale of portfolio securities or valuation of securities
held by the Portfolio are not reasonably practicable.

Telephone Redemptions

You may redeem shares by calling (888) 639-0102 if you have previously submitted
the telephone redemption form available from the Portfolio. (Telephone
redemption will not be available for shares held in tax qualified accounts, for
amounts less than $5,000, or for shares for which certificates are outstanding.)
The proceeds will be paid to the registered share owner(s): (1) by mail at the
address specified on the Telephone Redemption Form, or (2) by wire to the bank
account designated on the Form. All registered owners of an account must
complete the Telephone Redemption Form and the signatures must be guaranteed as
described above. The Portfolio or its Distributor may cancel the telephone
redemption privilege at any time without prior notice. They may require the use
of written redemption procedures when deemed necessary to protect the Portfolio
and its shareholders. We will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable procedures designed to verify
the identity of the caller. We will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of your
transaction statements immediately after you receive them.

Account Minimum

Your account may be closed if it is worth less than the minimum initial
investment required when the account is established, presently $5,000. (If you
redeem shares from an inactive account established with a minimum investment,
the account may fall below the minimum initial investment, and could be closed).
We would advise you in writing at least sixty (60) days prior to closing the
account, during which time you may purchase additional shares in any amount
necessary to bring the account back to $5,000. We will not close your account if
it falls below $5,000 solely because of a market decline.

Redemptions In-Kind

If the Board determines that it would be detrimental to the best interest of the
remaining shareholders of a Portfolio to make payment in cash, the Portfolio may
pay the redemption price in whole or in part by distribution in kind of
securities from the Portfolio. Such securities will be valued on the basis of
the procedures used to determine the net asset value at the time of the
redemption. If your shares are redeemed in kind, you may be required to comply
with normal procedures to redeem shares of an underlying fund, or you may incur
either normal processing delays or brokerage costs in converting the assets into
cash.

Exchanging Shares

You may exchange all or part of your shares into any other Portfolio, at net
asset value. Shares of a Portfolio are available only in states where such
shares may lawfully be sold. The amount invested must equal or exceed the
required minimum investment of the Portfolio which is purchased. If you request
an exchange, you will be sent a current prospectus and an exchange authorization
form to authorize the exchange. No fees are charged for the exchange privilege.
To exchange shares, you should contact the Portfolios' Distributor.

You may also request an exchange by telephone request at (888) 639-0102 if you
have previously submitted the telephone exchange option available from the
Portfolio. Note that we will not be responsible for any losses resulting from
unauthorized transactions if we follow reasonable procedures designed to verify
the identity of the caller. We will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of your
transaction statements immediately after you receive them.

An exchange, for tax purposes, constitutes the sale of one Portfolio and the
purchase of another. The sale may involve either a capital gain or loss to you
for federal income tax purposes.

The exchange privilege is subject to termination and its terms are subject to
change.

Types of Accounts - Special Plans

Each Portfolio also offers its shares for use in certain Tax Sheltered accounts,
including IRA, Roth IRA, Keogh, 401(k) and 403(b)(7) plans. In addition, each
Portfolio offers Systematic Withdrawal Plans and Automatic Investment Programs.
Information on these types of accounts is available from the Portfolios'
Distributor or by reviewing the Statement of Additional Information.

<PAGE>

NEW CENTURY CAPITAL PORTFOLIO

FINANCIAL HIGHLIGHTS

(For a Share Outstanding Throughout each Period)

Six Months
Ended Years ended October 31,
April 30, -----------------------
1998 1997 1996 1995 1994 1993
----------------------------------------------------------------------------------------
(Unaudited)
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $14.67 $13.51 $13.12 $12.31 $12.74 $12.15
------ ------ ------ ------ ------ ------
Income (loss) from investment operations
Net investment loss (0.01) (0.10) (0.09) (0.06) (0.08) (0.07)
Net gain on securities
(both realized and unrealized) 2.15 3.29 1.90 2.16 0.64 2.39
------ ------ ------ ------ ------ ------
Total from investment operations 2.14 3.19 1.81 2.10 0.56 2.32
------ ------ ------ ------ ------ ------

Less distributions
Distributions from capital gains (1.46) (2.03) (1.42) (1.29) (0.99) (1.73)
------ ------ ------ ------ ------ ------

Net asset value, end of period $15.35 $14.67 $13.51 $13.12 $12.31 $12.74
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------

TOTAL RETURN** 15.90% 27.22% 14.91% 19.60% 4.70% 20.83%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year $93,830 $78,391 $62,741 $50,889 $37,968 $39,001

Ratio of expenses to
average net assets 1.41%* 1.43% 1.47% 1.61% 1.60% 1.54%

Ratio of net investment loss to
average net assets -0.19%* -0.76% -0.69% -0.52% -0.68% -0.53%

Portfolio turnover 32% 93% 214% 206% 107% 133%

* Annualized.
** Total return for a period of less than 1 year has not been annualized.
</TABLE>

<PAGE>

NEW CENTURY BALANCED PORTFOLIO

FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout each Period)

PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $13.23 $12.21 $11.82 $11.22 $11.94 $11.36
------ ------ ------ ------ ------ ------
Income from investment operations
Net investment income (loss) 0.17 0.21 0.18 0.24 0.20 0.36
Net gain (loss) on securities
(both realized and unrealized) 1.29 2.01 1.30 1.28 (0.05) 1.61
------ ------ ------ ------ ------ ------
Total from investment operations 1.46 2.22 1.48 1.52 0.15 1.97
------ ------ ------ ------ ------ ------
Less distributions
Dividends from net investment income (0.15) (0.21) (0.18) (0.24) (0.19) (0.31)
Distributions from capital gains (1.03) (0.99) (0.91) (0.68) (0.68) (1.08)
------ ------ ------ ------ ------ ------
Total distributions (1.18) (1.20) (1.09) (0.92) (0.87) (1.39)
------ ------ ------ ------ ------ ------

Net asset value, end of period $13.51 $13.23 $12.21 $11.82 $11.22 $11.94
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------

TOTAL RETURN** 11.85% 19.64% 13.24% 14.93% 1.26% 18.90%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year $56,457 $48,893 $40,423 $30,124 $23,803 $22,534
Ratio of expenses to
average net assets 1.38%* 1.41% 1.61% 1.72% 1.73% 1.93%
Ratio of net investment income to
average net assets 2.41%* 1.58% 1.45% 2.14% 1.57% 2.11%
Portfolio turnover 19% 80% 172% 191% 130% 73%

* Annualized.
** Total return for a period of less than 1 year has not been annualized.

</TABLE>

<PAGE>

INVESTMENT ADVISOR
Weston Financial Group, Inc.
20 William Street, Suite 330
Wellesley, MA 02481-4102

DISTRIBUTOR
Weston Securities Corporation
20 William Street, Suite 330
Wellesley, MA 02481-4102

CUSTODIAN
The Bank of New York
90 Washington Street, 22nd Floor
New York, New York 10286-0001

TRANSFER AGENT
First Data Investor Services Inc.
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

AUDITORS
Briggs Bunting & Dougherty, LLP
Two Logan Square, Suite 2121
Philadelphia, PA 19103-4901

<PAGE>

ADDITIONAL INFORMATION

You can find more information about New Century Portfolios and its Portfolios in
the Statement of Additional Information (SAI) and Annual and Semi-Annual
Reports.

The SAI includes expanded information about investment practices, risks and
operations. The SAI supplements, and is technically a part of, this Prospectus.

The Annual and Semi-Annual Reports focus on information about each Portfolio's
investments and performance. In these reports, you will find a discussion of the
market conditions and investment strategies that significantly affected each
Portfolio's performance during the last fiscal year.

How to get these materials and other information about the Portfolios:

Call collect or write New Century Portfolios as shown below.

Visit the SEC's Public Reference Room in Washington, DC
(1-800-SEC-0330).

Visit the SEC's Internet site at http://www.sec.gov.

Request copies of this information by writing to the Public Reference
Section of the SEC, Washington, DC 20549-6009 (a copying fee may be
charged).

NEW CENTURY PORTFOLIOS
20 William Street, Suite 330
Wellesley, MA 02481-4102
(888) 639-0102

<PAGE>

NEW CENTURY PORTFOLIOS
STATEMENT OF ADDITIONAL INFORMATION
Dated November 2, 1998

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

20 William Street, Suite 330, Wellesley, Massachusetts
02481-4102

The Distributor may be telephoned at (888) 639-0102

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

Free copies of the Prospectus, Annual Report and Semi-Annual Report of New
Century Portfolios ("the Trust") are available by calling the above number
collect or by writing to the above address.

The Trust is an open-end diversified investment company currently offering two
series of shares (each a "Portfolio"): New Century Capital Portfolio and New
Century Balanced Portfolio. The shares of each Portfolio may be purchased or
redeemed at any time. Purchases and redemptions will be effected at net asset
value next computed after the receipt of the investor's request.

The investment objective of the New Century Capital Portfolio is to provide
capital growth, with a secondaryobjective to provide income, while managing
risk.

The investment objective of the New Century Balanced Portfolio is to provide
income, with a secondary objective to provide capital growth, while managing
risk.

The Portfolios seek to achieve their objectives by investing primarily in
shares of other registered investment companies that emphasize investments
in equities(domestic and foreign) and, for New Century Balanced portfolio,
fixed income securities (domestic and foreign). There can be no assurance that
the objectives of the Portfolios will be achieved.
- ------------------------------------------------------------------------------

This statement of additional information is not a prospectus and should be read
in connection with the Trust's prospectus dated November 2, 1998. Retain this
statement of additional information for future reference. Certain information
from the Trust's Annual Report to Shareholders for the fiscal year ended October
31, 1997 and Semi-Annual Report to Shareholders for the period ended April 30,
1998 is incorporated by reference into this statement of additional information.
- ------------------------------------------------------------------------------

<PAGE>

NEW CENTURY PORTFOLIOS
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 2, 1998

TABLE OF CONTENTS

Page
Investments by the Portfolios 4
Rising Trend Strategy 4
Declining Trend Strategy 4
Other Factors 5
Investment Company Securities 5
Money Market Securities 5
Portfolio Turnover 7
Investment Restrictions 7
Underlying Funds 9
Illiquid And Restricted Securities 9
Foreign Securities 9
Foreign Currency Transactions 9
Industry Concentration 10
Master Demand Notes 10
Repurchase Agreements 10
Loans Of Portfolio Securities 10
Short Sales 10
Options Activities 11
Futures Contracts 12
Options On Futures Contracts 13
Risk Factors Regarding Options,
Futures And Options On Futures 14
Leverage Through Borrowing 14
Warrants 14
Description Of Bond Ratings 15
Investment Advisor 16
Distributor 16
Allocation Of Portfolio Brokerage 17
Transfer Agent 18
Purchase Of Shares 19
Tax-Sheltered Retirement Plans 19
Individual Retirement Accounts (IRA) 19
KEOGH Plans for Self-Employed 19
Tax-Sheltered Custodial Accounts 20
How to Establish Retirement Accounts 20
Systematic Withdrawal Plan 20
Officers And Trustees Of New Century Portfolios 20
General Information 22
Beneficial Shares 22
Audits and Reports 23
Taxes 23
Expenses 23
Custodian 24
Performance 24
Comparisons and Advertisements 25

<PAGE>

Investments by the Portfolios

Each Portfolio seeks to achieve its objective by concentrating in shares of
investment companies and by making other investments selected in accordance with
the Portfolio's investment restrictions and policies. Each Portfolio will vary
its investment strategy as described in the Portfolios' prospectus to seek to
achieve its objective. This Statement of Additional Information contains further
information concerning the techniques and operations of each Portfolio, the
securities in which it will invest, and the policies it will follow.

Rising Trend Strategy

During periods when the Portfolios' investment advisor Weston Financial Group,
Inc. (the "Advisor") determines that there is a rising trend in the securities
markets, it will seek to achieve the Portfolios' investment objective by
concentrating in a portfolio of shares of investment companies which the advisor
believes will benefit from such a trend. The Advisor will use a risk adjusted
analysis (which considers the relative volatility of its various investments) to
evaluate the investment companies' performance under various market conditions
and to consider the potential reward and potential risk. The Advisor will not
select such investment companies based solely upon their previous performance.
(See "Investments in Investment Companies and the Investment Company Industry"
in the prospectus.) In order to make allowance for cash flow needs of each
Portfolio or when a Portfolio is otherwise pursuing appreciation, a Portfolio
may also invest up to 75% of its asset value in other investment vehicles such
as common or preferred stocks of companies which are not investment companies,
investment companies which are money market funds, cash equivalents, or may hold
its assets as cash. Though not required by its policies to do so, the Portfolios
may make such investments, if necessary, to qualify as a "regulated investment
company" under the Internal Revenue Code (the "IRC"). (See "Dividends,
Distributions and Taxes" in the prospectus for a discussion of qualification
under sub chapter M of the IRC.)

Declining Trend Strategy

The primary emphasis of the New Century Capital Portfolio is on capital growth
over income and for the New Century Balanced Portfolio is on income over growth.
Nevertheless, when the Advisor determines that there is a generally declining
trend in the securities markets, it may seek to reduce risk by investing some or
all of either Portfolio in investments, including investment company securities,
which are believed by the manager to present a lower degree of risk. During such
periods, the Trust may recognize a more conservative strategy to achieve its
objective. The primary objective of the respective portfolios will remain that
of capital growth over income and income over growth while managing risk. The
extent of the restructuring of the Portfolio during these periods will depend
upon the advisor's opinion as to the extent of the market decline and relative
risk of these investments.

Other Factors

Each Portfolio also seeks to protect the value of its assets when volatile or
abnormal market conditions are anticipated (as indicated by rapidly accelerating
inflation or interest rates, sharply declining stock markets, increasing
deterioration in the banking situation and/or increasing threats to national or
world security). This will involve the selection of high proportions, up to
100%, of temporary defensive investments such as U.S. Government securities or
other money market securities (see "Money Market Securities"), the use of very
short portfolio maturities of 60 days or less, other investments which protect
the value of the series, and similar techniques such as holding cash.

Investment Company Securities

The other investment companies in which each Portfolio invests will be
diversified investment companies managed by a number of investment advisors and
portfolio managers. This will offer each Portfolio an opportunity to benefit
from a variety of diversified portfolios.

Each such company will be a registered investment company, and will operate
subject to a variety of regulatory constraints. While such regulation does not
guarantee the investment success of an investment company, or assure that it
will not suffer investment losses, the Advisor believes that such investment
companies provide a sound foundation upon which to base an investment portfolio.
By investing in a broad spectrum of such companies each Portfolio hopes to
benefit from the collective research and analysis of many experienced investment
personnel.

There are many types of investment companies. All maintain portfolios which are
generally liquid, but can be composed of different kinds of securities and
involve different objectives. Such companies may seek only income, only
appreciation, or various combinations of these. They may invest in money market
securities, short or long term bonds, dividend producing stocks, tax-exempt
municipal securities, or a variety of other instruments. They may seek
speculative or conservative investments ranging from securities issued by new
companies to securities issued by "blue-chip" companies. An investment company
which has a policy of holding 80% of its assets in debt securities maturing in
thirteen months or less, or which holds itself out as a "money market fund" will
be treated as a money market fund by the Portfolios.

The Advisor will be responsible for monitoring and evaluating these kinds of
factors to select investment company fund securities for each of the Portfolios
in accordance with the policies and techniques described in the prospectus.

Money Market Securities

Although each Portfolio intends to concentrate its investments in registered
investment company securities, each Portfolio may invest its assets directly in
money market securities whenever deemed appropriate by the advisor to achieve
the Portfolio's investment objective. It may invest without limitation in such
securities on a temporary basis for defensive purposes.

Securities issued or guaranteed as to principal and interest by the United
States government ("Government Securities") include a variety of Treasury
securities, which differ in their interest rates, maturities and date of issue.
Treasury bills have a maturity of one year or less; Treasury notes have
maturities of one to ten years; Treasury bonds generally have a maturity of
greater than five years. The Portfolios will only acquire Government Securities
which are supported by the "full faith and credit" of the United States.
Securities which are backed by the full faith and credit of the United States
include Treasury bills, Treasury notes, Treasury bonds, and obligations of the
Government National Mortgage Association, the Farmers Home Administration, and
the Export-Import Bank. The Portfolios' direct investments in money market
securities will generally favor securities with shorter maturities (maturities
of less than 60 days) which are less affected by price fluctuations than those
with longer maturities. Certificates of deposit are certificates issued against
funds deposited in a commercial bank or a savings and loan association for a
definite period of time and earning a specified return. Bankers' acceptances are
negotiable drafts or bills of exchange, normally drawn by an importer or
exporter to pay for specific merchandise, which are "accepted" by a bank,
meaning, in effect, that the bank unconditionally agrees to pay the face value
of the instrument on maturity. Investments in bank certificates of deposit and
bankers' acceptances are limited to domestic banks and savings and loan
associations that are members of the Federal Deposit Insurance Corporation or
Federal Savings and Loan Insurance Corporation having total assets in excess of
five hundred million dollars ("Domestic Banks").

Investments in prime commercial paper may be made in notes, drafts, or similar
instruments payable on demand or having a maturity at the time of issuance not
exceeding nine months, exclusive of days of grace, or any renewal thereof
payable on demand or having a maturity likewise limited.

Under a repurchase agreement the Portfolio acquires a debt instrument for a
relatively short period (usually not more than one week) subject to the
obligation of the seller to repurchase and the Portfolio to resell such debt
instrument at a fixed price. The Portfolio will enter into repurchase agreements
only with banks which are members of the Federal Reserve System, or securities
dealers who are members of a national securities exchange or are market makers
in government securities and in either case, only where the debt instrument
collateralizing the repurchase agreement is a U.S. Treasury or agency obligation
supported by the full faith and credit of the U.S. A repurchase agreement may
also be viewed as the loan of money by the Portfolio to the seller. The resale
price specified is normally in excess of the purchase price, reflecting an
agreed upon interest rate. The rate is effective for the period of time the
Portfolio is invested in the agreement and may not be related to the coupon rate
on the underlying security. The term of these repurchase agreements will usually
be short (from overnight to one week) and at no time will the Portfolio invest
in repurchase agreements of more than sixty days. The securities which are
collateral for the repurchase agreements, however, may have maturity dates in
excess of sixty days from the effective date of the repurchase agreement. The
Portfolio will always receive, as collateral, securities whose market value,
including accrued interest, will be at least equal to 100% of the dollar amount
to be paid to the Portfolio under each agreement at its maturity, and the
Portfolio will make payment for such securities only upon physical delivery or
evidence of book entry transfer to the account of the Custodian. If the seller
defaults, the Portfolio might incur a loss if the value of the collateral
securing the repurchase agreement declines, and might incur disposition costs in
connection with liquidation of the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the security, collection
of the collateral by the Portfolio may be delayed or limited. The Portfolio may
not enter into a repurchase agreement with more than seven days to maturity if,
as a result, more than 15% of the market value of the Portfolio's net assets
would be invested in such repurchase agreements together with any other illiquid
assets.

Portfolio Turnover

It is not the policy of the Portfolios to purchase or sell securities for
short-term trading purposes, but each Portfolio may sell securities to recognize
gains or avoid potential for loss. A Portfolio of the Trust will, however, sell
any portfolio security (without regard to the time it has been held) when the
Advisor believes that market conditions, credit worthiness factors or general
economic conditions warrant such a step. Each Portfolio of the Trust presently
estimates that its annualized portfolio turnover rate generally will not exceed
200%. High portfolio turnover might involve additional transaction costs (such
as brokerage commissions or sales charges) which are borne by the Portfolio, or
adverse tax effects. (See "Dividends, Distributions and Taxes" in the
prospectus.)

Investment Restrictions

The investment restrictions set forth below have been adopted for each Portfolio
to limit certain risks that may result from investment in specific types of
securities or from engaging in certain kinds of transactions addressed by such
restrictions. They may not be changed without the affirmative vote of a majority
of the outstanding voting securities of the Portfolio. As provided in the
Investment Company Act of 1940 (the "1940 Act") a "vote of a majority of the
outstanding voting securities" of the Portfolio means the affirmative vote of
the lesser of (i) more than 50% of the outstanding shares of the Portfolio or
(ii) 67% or more of the shares present at a meeting if more than 50% of the
outstanding shares are represented at the meeting in person or by proxy. These
investment restrictions provide that the Portfolios will not:

(a) as to 75% of the Portfolio's total assets, invest more than 5% of its
total assets in the securities of any one issuer. (This limitation does not
apply to cash and cash items, obligations issued or guaranteed by the United
States Government, its agencies or instrumentalities or securities of other
investment companies.)

(b) invest in any investment company if a purchase of its shares would
result in New Century Portfolios and its affiliates owning more than 3% of the
total outstanding voting stock of such investment company.

(c) purchase more than 10% of the voting securities, or more than 10% of
any class of securities of any issuer. For purposes of this restriction, all
outstanding fixed income securities of an issuer are considered as one class.

(d) purchase or sell commodities or commodity futures contracts.

(e) make loans of money or securities, except (i) by the purchase of fixed
income obligations in which the Portfolio may invest consistent with its
investment objective and policies; or (ii) by investment in repurchase
agreements.

(f) borrow money, except the Portfolio may borrow from banks (i) for
temporary or emergency purposes in an amount not exceeding 5% of the Portfolio's
assets or (ii) to meet redemption requests that might otherwise require the
untimely disposition of portfolio securities, in an amount up to 33 1/3% of the
value of the portfolio's total assets (including the amount borrowed) valued at
market less liabilities (not including the amount borrowed) at the time the
borrowing was made. While borrowings exceed 5% of the value of the Portfolio's
total assets, the Portfolio will not make additional investments. Interest paid
on borrowings will reduce net income.

(g) pledge, hypothecate, mortgage or otherwise encumber its assets, except
in an amount up to 33 1/3% of the value of its net assets but only to secure
borrowings for temporary or emergency purposes, such as to effect redemptions.

(h) purchase the securities of any issuer, if, as a result, more than 10%
of the value of New Century Portfolios' net assets would be invested in
securities that are subject to legal or contractual restrictions on resale
("restricted securities"), in securities for which there are no readily
available market quotations, in repurchase agreements maturing in more than
seven days, or in shares in excess of 1% of an underlying fund's outstanding
securities, if all such securities would constitute more than 10% of the
Portfolio's net assets.

(i) issue senior securities.

(j) engage in the underwriting of securities except insofar as the
Portfolio may be deemed an underwriter under the Securities Act of 1933 in
disposing of a portfolio security.

(k) purchase or sell real estate or interests therein, although it may
purchase securities of issuers which engage in real estate operations and
securities which are secured by real estate or interests therein.

(l) invest for the purpose of exercising control or management of another
company.

(m) concentrate its investments in any industry other than registered
investment companies.

(n) make purchases of securities on "margin. " With respect to investment
restriction (m) above, although New Century Portfolios may not concentrate in a
particular industry other than registered investment companies, it may
concentrate in investment companies which concentrate in a particular industry.
As a result, New Century Portfolios may concentrate in an industry indirectly by
virtue of its investments. So long as percentage restrictions are observed by
each Portfolio at the time it purchases any security, changes in values of
particular Portfolio assets or the assets of the Portfolio as a whole will not
cause a violation of any of the foregoing restrictions.

Underlying Funds

The underlying funds in which the New Century Portfolios invest may invest in
various obligations and employ various investment techniques. Some of these
securities and techniques are described below.

Illiquid And Restricted Securities. An underlying fund may invest up to 15% of
its net assets in illiquid securities. Illiquid Securities are securities that
can not be disposed of within seven days and in the ordinary course of business
at approximately the amount at which the fund has valued it. Illiquid Securities
may include securities the disposition of which would be subject to legal
restrictions (so-called "restricted securities") and repurchase agreements
having more than seven days to maturity. A considerable period of time may
elapse between an underlying fund's decision to dispose of such securities and
the time when the fund is able to dispose of them. During such time the value of
the securities (and therefore the value of the underlying fund's shares held by
a Portfolio) could decline.

Foreign Securities. An underlying fund may invest up to 100% of its assets in
securities of foreign issuers. There may be less publicly available information
about these issuers than is available about companies in the U.S. and such
information may be less reliable. Foreign securities are subject to heightened
political, social and economic risks, including the possibility of
expropriation, nationalization, confiscation, confiscatory taxation, exchange
controls or other foreign governmental restrictions. An underlying fund may
maintain its foreign securities in custody of non U.S. banks and securities
depositories. All of these risks are heightened for investments in emerging
markets .

Foreign Currency Transactions. In connection with its portfolio transactions in
securities traded in a foreign currency, an underlying fund may enter into
forward contracts to purchase or sell an agreed upon amount of a specific
currency at a future date which may be any fixed number of days from the date of
the contract agreed upon by the parties at a price set at the time of the
contract. Under such an agreement, concurrently with the entry into a contract
to acquire a foreign security for a specified amount of currency, the fund would
purchase with U.S. dollars the required amount of foreign currency for delivery
at the settlement date of the purchase; the fund would enter into similar
forward currency transactions in connection with the sale of foreign securities.
The effect of such transactions would be to fix a U.S. dollar price for the
security to protect against a possible loss resulting from an adverse change in
the relationship between the U.S. dollar and the subject foreign currency during
the period between the date the security is purchased or sold and the date on
which payment is made or received, the normal range of which is three to
fourteen days. These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement and no
commissions are charged at any stage for trades. Although such contracts tend to
minimize the risk of loss due to a decline in the value of the subject currency,
they tend to limit any potential gain which might result should the value of
such currency increase during the contract period.

Master Demand Notes. Although the Portfolios themselves will not do so,
underlying funds (particularly money market mutual funds) may invest up to 100%
of their assets in master demand notes. Master demand notes are unsecured
obligations of U.S. corporations redeemable upon notice that permit investment
by a fund of fluctuating amounts at varying rates of interest pursuant to direct
arrangements between the fund and the issuing corporation. Because they are
direct arrangements between the fund and the issuing corporation, there is no
secondary market for the notes. However, they are redeemable at face value, plus
accrued interest, at any time.

Repurchase Agreements. Underlying funds, particularly money market mutual funds,
may enter into repurchase agreements with banks and broker-dealers under which
they acquire securities subject to an agreement that the seller will repurchase
the securities at an agreed upon time and price. The Portfolios also may enter
into repurchase agreements. These agreements are considered under the 1940 Act
to be loans by the fund. If the seller should default on its obligation to
repurchase the securities, the underlying fund may experience delays or
difficulties in exercising its rights to realize upon the securities held as
collateral and might incur a loss if the value of the securities should decline.

Loans Of Portfolio Securities. An underlying fund may lend its portfolio
securities provided: (1) the loan is secured continuously by collateral
consisting of U.S. Government securities or cash or cash equivalents maintained
on a daily mark-to-market basis in an amount at least equal to the current
market value of the securities loaned; (2) the fund may at any time call the
loan and obtain the return of the securities loaned; (3) the fund will receive
any interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities loaned will not at any time exceed one-third of the
total assets of the fund. Loans of securities involve a risk that the borrower
may fail to return the securities or may fail to provide additional collateral.

Short Sales. An underlying fund may sell securities short. In a short sale, the
fund sells stock which it does not own, making delivery with securities
"borrowed" from a broker. The fund is then obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement. This
price may or may not be less than the price at which the security was sold by
the fund. Until the security is replaced, the fund is required to pay to the
lender any dividends or interest which accrue during the period of the loan. In
order to borrow the security, the fund may also have to pay a premium which
would increase the costs of the security sold. The proceeds of the short sale
will be retained by the broker, to the extent necessary to meet margin
requirements, until the short position is closed out.

The fund also must deposit in an segregated account an amount of cash or U.S.
Government securities equal to the difference between (a) the market value of
the securities sold short at the time they were sold short and (b) the value of
the collateral deposited with the broker in connection with the short sale (not
including the proceeds from the short sale). While the short position is open,
the fund must maintain daily the segregated account at such a level that (1) the
amount deposited in it plus the amount deposited with the broker as collateral
equals the current market value of the securities sold short and (2) the amount
deposited in it plus the amount deposited with the broker as collateral is not
less than the market value of the securities at the time they were sold short.
Depending upon market conditions, up to 80% of the value of a fund's net assets
may be deposited as collateral for the obligation to replace securities borrowed
to effect short sales and allocated to a segregated account in connection with
short sales.

The fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
fund replaced the borrowed security. The fund will realize a gain if the
security declines in price between those dates. The amount of any gain will be
decreased and the amount of any loss increased by the amount of any premium,
dividend or interest the fund may be required to pay in connection with a short
sale.

A short sale is "against the box" if at all times when the short position is
open the fund owns an equal amount of the securities or securities convertible
into, or exchangeable without further consideration for, securities of the same
issue as the securities sold short.

Options Activities. An underlying fund may write (i.e., sell) call options
("calls") and put options ("puts") only if the positions are "covered"
throughout the life of the option. Generally, a position is "covered" if the
fund establishes a segregated account containing the cash or securities
necessary to cover the option when exercised or if the fund owns an offsetting
position.

When a fund writes a call, it receives a premium and gives the purchaser the
right to buy the underlying security at any time during the call period (usually
not more than nine months in the case of common stock) at a fixed exercise price
regardless of market price changes during the call period. If the call is
exercised, the fund will forgo any gain from an increase in the market price of
the underlying security over the exercise price. If the fund is unable to effect
a closing purchase transaction, it will not be able to sell the underlying
security until the call previously written by the fund expires (or until the
call is exercised and the fund delivers the underlying security). When a fund
writes a put, it receives a premium and gives the purchaser of the put the right
to sell the underlying security to the fund at the exercise price at any time
during the option period.

A fund also may purchase puts and calls. When a fund purchases an option, it
pays a premium in return for the right to sell (put) or buy (call) the
underlying security at the exercise price at any time during the option period.
An underlying fund also may purchase stock index options which differ from
options on individual securities in that they are settled in cash based on the
values of the securities in the underlying index rather than by delivery of the
underlying securities. Purchase of a stock index put is designed to protect
against a decline in the value of the portfolio generally rather than an
individual security in the portfolio. If any put is not exercised or sold, it
will become worthless on its expiration date. A fund's option positions may be
closed out only on an exchange which provides a secondary market for options of
the same series, but there can be no assurance that a liquid secondary market
will exist at a given time for any particular option. The underlying fund's
custodian, or a securities depository acting for it, generally acts as escrow
agent as to the securities on which the fund has written puts or calls, or as to
other securities acceptable for such escrow so that no margin deposit is
required of the fund. Until the underlying securities are released from escrow,
they can not be sold by the fund.

Futures Contracts. An underlying fund may enter into futures contracts for the
purchase or sale of debt securities and stock indices. A futures contract is an
agreement between two parties to buy and sell a security or an index for a set
price on a future date. Futures contracts are traded on designated "contract
markets" which, through their clearing corporations, guarantee performance of
the contracts. If a fund enters into a futures contract or an option on a
futures contract (see below) for other than bona fide hedging purposes, only up
to 5% of its net assets may then consist of initial margin deposits and premiums
required to establish such positions.

Generally, if market interest rates increase, the value of outstanding debt
securities declines (and vice versa). Entering into a futures contract for the
sale of securities has an effect similar to the actual sale of securities,
although sale of the futures contract might be accomplished more easily and
quickly. For example, if a fund holds long-term U.S. Government securities and
it anticipates a rise in long-term interest rates, it could, in lieu of
disposing of its portfolio securities, enter into futures contracts for the sale
of similar long term securities. If rates increased and the value of the fund's
portfolio securities declined, the value of the fund's futures contracts would
increase, thereby protecting the fund by preventing net asset value from
declining as much as it otherwise would have. Similarly, entering into futures
contracts for the purchase of securities has an effect similar to the actual
purchase of the underlying securities, but permits the continued holding of
securities other than the underlying securities. For example, if the fund
expects long-term interest rates to decline, it might enter into futures
contracts for the purchase of long-term securities so that it could gain rapid
market exposure that may offset anticipated increases in the cost of securities
it intends to purchase while continuing to hold higher-yield short-term
securities or waiting for the long-term market to stabilize. A stock index
futures contract may be used to hedge an underlying fund's portfolio with regard
to market risk as distinguished from risk relating to a specific security. A
stock index futures contract does not require the physical delivery of
securities, but merely provides for profits and losses resulting from changes in
the market value of the contract to be credited or debited at the close of each
trading day to the respective accounts of the parties to the contract. On the
contract's expiration date, a final cash settlement occurs. Changes in the
market value of a particular stock index futures contract reflect changes in the
specified index of equity securities on which the future is based.

There are several risks in connection with the use of futures contracts. In the
event of an imperfect correlation between the futures contract and the portfolio
position which is intended to be protected, the desired protection may not be
obtained and the fund may be exposed to risk of loss. Further, unanticipated
changes in interest rates or stock price movements may result in a poorer
overall performance for the fund than if it had not entered into any futures on
debt securities or stock index.

In addition, the market prices of futures contracts may be effected by certain
factors. First, all participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the securities
and futures markets. Second, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market. Therefore, increased participation by speculators in the
futures market may also cause temporary price distortions.

Finally, positions in futures contracts may be closed out only on an exchange or
board of trade which provides a secondary market for such futures. There is no
assurance that a liquid secondary market on an exchange or board of trade will
exist for any particular contract or at any particular time.

Options On Futures Contracts. An underlying fund also may purchase and sell
listed put and call options on futures contracts. An option on a futures
contract gives the purchaser the right, in return for the premium paid, to
assume a position in a future contract (a long position if the option is a call
and a short position if the option is a put), at a specified exercise price at
any time during the option period. When an option on a futures contract is
exercised, delivery of the futures position is accompanied by cash representing
the difference between the current market price of the futures contract and the
exercise price of the option. The fund may purchase put options on futures
contracts in lieu of, and for the same purpose as a sale of a futures contract.
It also may purchase such put options in order to hedge a long position in the
underlying futures contract in the same manner as it purchases "protective puts"
on securities.

As with options on securities, the holder of an option may terminate his
position by selling an option of the same series. There is no guarantee that
such closing transactions can be effected. The fund is required to deposit
initial margin and maintenance margin with respect to put and call options on
futures contracts written by it pursuant to brokers' requirements similar to
those applicable to futures contracts described above and, in addition, net
option premiums received will be included as initial margin deposits.

In addition to the risks which apply to all options transactions, there are
several special risks relating to options on futures contracts. The ability to
establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
this market will develop. Compared to the use of futures contracts, the purchase
of options on futures contracts involves less potential risk to the fund because
the maximum amount at risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the use of an option on a
futures contract would result in a loss to the fund when the use of a futures
contract would not, such as when there is no movement in the prices of the
underlying securities. Writing an option on a futures contract involves risks
similar to those arising in the sale of futures contracts, as described above.

Risk Factors Regarding Options, Futures And Options On Futures. Perfect
correlation between an underlying fund's derivative positions and portfolio
positions will be impossible to achieve. Accordingly, successful use by a fund
of options on stock or bond indices, financial and currency futures contracts
and related options, and currency options will be subject to the investment
manager's ability to predict correctly movements in the direction of the
securities and currency markets generally or of a particular segment. If a
fund's investment manager is not successful in employing such instruments in
managing a fund's investments, the fund's performance will be worse than if it
did not employ such strategies. In addition, a fund will pay commissions and
other costs in connection with such investments, which may increase the fund's
expenses and reduce the return. In writing options on futures, a fund's loss is
potentially unlimited and may exceed the amount of the premium received.

Positions in stock index options, stock and bond index futures contracts,
financial futures contracts, foreign currency futures contracts, related options
on futures and options on currencies may be closed out only on an exchange which
provides a secondary market. There can be no assurance that a liquid secondary
market will exist for any particular option, futures contract or option thereon
at any specific time. Thus, it may not be possible to close such an option or
futures position. This is particularly true when trading options on foreign
exchanges or the OTC market. The inability to close options or futures positions
could have an adverse impact on a fund.

When trading options on foreign exchanges or in the OTC market many of the
protections afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.

Leverage Through Borrowing. An underlying fund may borrow to increase its
holdings of portfolio securities. Under the 1940 Act, the fund is required to
maintain continuous asset coverage of 300% with respect to such borrowings and
to sell (within three days) sufficient portfolio holdings to restore such
coverage if it should decline to less than 300% due to market fluctuations or
otherwise, even if disadvantageous from an investment standpoint. Leveraging
will exaggerate the effect of any increase or decrease in the value of portfolio
securities on the fund's net asset value, and money borrowed will be subject to
interest costs (which may include commitment fees and/or the cost of maintaining
minimum average balances) which may or may not exceed the interest and option
premiums received from the securities purchased with borrowed funds.

Warrants. An underlying fund may invest in warrants, which are options to
purchase equity securities at specific prices valid for a specific period of
time. The prices do not necessarily move parallel to the prices of the
underlying securities.

Warrants have no voting rights, receive no dividends and have no rights with
respect to the assets of the issuer. If a warrant is not exercised within the
specified time period, it will become worthless and the fund will lose the
purchase price and the right to purchase the underlying security.

Description Of Bond Ratings. Excerpts from Moody's Investors Service, Inc.
("Moody's") description of its four highest bond ratings:

Aaa--judged to be the best quality. They carry the smallest degree of
investment risk; Aa--judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high grade bonds; A--possess many favorable investment attributes and
are to be considered as "upper medium grade obligations";
Baa--considered as medium grade obligations, i.e., they are neither
highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over
any great length of time; Ba--judged to have speculative elements,
their future cannot be considered as well assured; B--generally lack
characteristics of the desirable investment; Caa--are of poor standing.
Such issues may be in default or there may be present elements of
danger with respect to principal or interest; Ca--speculative in a high
degree; often in default; C--lowest rated class of bonds; regarded as
having extremely poor prospects.

Moody's also supplies numerical indicators 1, 2 and 3 to rating categories. The
modifier 1 indicates that the security is in the higher end of its rating
category; the modifier 2 indicates a mid-range ranking; and 3 indicates a
ranking toward the lower end of the category.

Excerpts from Standard & Poor's Corporation ("S&P") description of its five
highest bond ratings:

AAA--highest grade obligations. Capacity to pay interest and repay
principal is extremely strong; AA--also qualify as high grade
obligations. A very strong capacity to pay interest and repay principal
and differs from AAA issues only in a small degree; A--regarded as
upper medium grade. They have a strong capacity to pay interest and
repay principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories; BBB--regarded as having an adequate
capacity to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity
to pay interest and repay principal for debt in this category than in
higher rated categories. This group is the lowest which qualifies for
commercial bank investment. BB, B, CCC, CC--predominantly speculative
with respect to capacity to pay interest and repay principal in
accordance with terms of the obligations; BB indicates the lowest
degree of speculation and CC the highest.

S&P applies indicators "+", no character, and "-" to its rating categories. The
indicators show relative standing within the major rating categories.

Investment Advisor

A separate Investment Advisory Agreement between New Century Portfolios and the
Advisor on behalf of each Portfolio of the Trust was initially approved (on
February 28, 1990) for a term of two years. On October 16, 1998, the Fund's
shareholders approved new investment advisory agreements with the Advisor to
replace the current Advisory Agreements. The new agreements contain the same
terms and conditions as the current Advisory Agreements, except for effective
dates and termination dates. Shareholders were asked to approve the new
agreements because the Advisor plans to merge with Weston Advisors, Inc., an
affiliated company, which will result in a change of control of the Advisor.

The Agreements continue in effect from year to year thereafter only if such
continuance is approved annually by either the Trust's Board of Trustees or by a
vote of a majority of the outstanding voting securities of the respective
Portfolio of the Trust and in either case by the vote of a majority of the
Trustees who are not parties to the Agreement or interested persons (as such
term is defined in the Investment Company Act of 1940, as amended) of any party
to the Agreement, voting in person at a meeting called for the purpose of voting
on such approval. The Agreement may be terminated at any time without penalty by
the Trust's Board of Trustees or by a majority vote of the outstanding shares of
the Trust, or by the Advisor, in each instance on not less than 60 days written
notice and shall automatically terminate in the event of its assignment. For the
fiscal years ended October 31, 1997, 1996 and 1995, the Advisor received fees
related to its management of the New Century Capital Portfolio and the New
Century Balanced Portfolio of $703,591 and $455,053; $571,221 and $355,005; and
$416,611 and $260,474, respectively. For the fiscal years ended October 31,
1997, 1996 and 1995, the Advisor received fees related to administrative
services provided to the New Century Capital Portfolio and the New Century
Balanced Portfolio of $58,965 and $27,593; $72,631 and $47,840; and $65,275 and
$40,742, respectively.

The officers and trustees of the Advisor (and their positions held with
New Century Portfolios) are as follows:

I. Richard Horowitz, President; Douglas A. Biggar, Executive Vice President
and Clerk (Chairman and a Trustee of the Trust); Joseph Robbat, Jr., Chief
Executive Officer and Treasurer (a Trustee of the Trust); Wayne M. Grzecki
(President of the Trust); Ronald A. Sugameli (Vice President of the Trust); and
Robert I. Stock.

Together, these individuals may be deemed to control the Advisor.

Distributor

Pursuant to separate Distribution Agreements between New Century Portfolios and
Weston Securities Corp. (the "Distributor") on behalf of each Portfolio, the
expenses of printing all sales literature, including prospectuses, are to be
borne by the Distributor. I. Richard Horowitz, Douglas A. Biggar and Joseph
Robbat, Jr., officers of the Advisor, are also registered representatives of the
Distributor. Therefore, the Distributor is an affiliated person of New Century
Portfolios. The Distributor's offices are at 20 William Street, Suite 330,
Wellesley, Massachusetts 02481-4102. On July 28, 1988, the Distribution
Agreement and the Distribution (12b-1) Plan for each Portfolio was approved by
the Board of Trustees, including a majority of the Trustees who are not
"interested persons" of New Century Portfolios as defined in the 1940 Act (and
each of whom has no direct or indirect financial interest in the Plans or any
agreement related thereto, referred to herein as the "l2b-1 Trustees"). The
Plans may be terminated at any time by the vote of the Board or the l2b-1
Trustees, or by the vote of a majority of the outstanding voting securities of
the Portfolio. While each Plan continues in effect, the selection of the l2b-1
Trustees is committed to the discretion of such persons then in office.

Although the Plans may be amended by the Board of Trustees, any change in the
Plans which would materially increase the amounts authorized to be paid under
the Plans must be approved by shareholders. The total amounts paid by the
Portfolios under the foregoing arrangements may not exceed the maximum limit
specified in the Plan, and the amounts and purposes of expenditures under the
Plans must be reported to the l2b-1 Trustees quarterly.

The Distribution Agreement for each Portfolio provides that it will continue in
effect from year to year only so long as such continuance is specifically
approved at least annually by either the Trust's Board of Trustees or by a vote
of a majority of the outstanding voting securities of the respective Portfolio
of the Trust and in either case by the vote of a majority of the trustees who
are 12b-1 Trustees, voting in person at a meeting called for the purpose of
voting on such approval. The agreements will terminate automatically in the
event of their assignment. Under the Distribution Agreements, the Distributor is
the exclusive agent for the Portfolios' shares, and has the right to select
selling dealers to offer the shares to investors. For the fiscal year ended
October 31, 1997, the Distributor received the following fees from the Trust for
costs incurred in connection with the distribution of the shares of each
portfolio: the New Century Capital Portfolio, $77,284; the New Century Balanced
Portfolio, $31,283. The principal expenses incurred during the stated period
were for administration staff and advertising.

Allocation Of Portfolio Brokerage

The Advisor, in effecting the purchases and sales of portfolio securities for
the account of the Trust, will seek execution of trades either (i) at the most
favorable and competitive rate of commission charged by any broker, dealer or
member of an exchange, or (ii) at a higher rate of commission charges if
reasonable in relation to brokerage and research services provided to the Trust
or the Advisor by such member, broker, or dealer. Such services may include, but
are not limited to, any one or more of the following: Information as to the
availability of securities for purchase or sale; statistical or factual
information or opinions pertaining to investments. The Advisor may use research
and services provided to it by brokers and dealers in servicing all its clients,
however, not all such services will be used by the Advisor in connection with
the Trust. Fund orders may be placed with an affiliated broker-dealer, and in
such case, the Distributor will receive brokerage commissions. However,
portfolio orders will be placed with the Distributor only where the price being
charged and the services being provided compare favorably with those which would
be charged to the Trust by non-affiliated broker-dealers, and with those charged
by the Distributor to other unaffiliated customers, on transactions of a like
size and nature. Brokerage may also be allocated to dealers in consideration of
sales of Portfolio shares but only when execution and price are comparable to
that offered by other brokers. For the three fiscal years ending on October 31,
1997, 1996 and 1995, the aggregate amounts of brokerage commissions (including
markups on principal transactions) paid by the Trust were $108,567, $134,718 and
$66,546, respectively. The Distributor is an affiliated person of the Trust.

For the fiscal year ending October 31, 1997 the Distributor received sales
commissions and other compensation of $77,284 and $31,283 in connection with the
purchase of investment company shares by New Century Capital Portfolio and New
Century Balanced Portfolio, respectively. The Distributor has voluntarily agreed
to waive payments made by each Portfolio pursuant to the distribution plans in
amounts equal to the sales commissions and other compensation.

The Advisor is responsible for making the Trust's portfolio decisions subject to
instructions described in the prospectus. The Board of Trustees may however
impose limitations on the allocation of portfolio brokerage.

New Century Portfolios expects that most purchases and sales of portfolio
securities, including money market securities, will be principal transactions.
Such securities are normally purchased directly from the issuer or from an
underwriter or market maker for the securities. There will usually be no
brokerage commissions paid by New Century Portfolios for such purchases.
Purchases from the underwriters will include the underwriter commission or
concession, and purchases from dealers serving as market makers will include the
spread between the bid and asked price.

Transfer Agent

First Data Investor Services Inc. serves as transfer agent, dividend disbursing
agent and redemption agent for redemptions pursuant to a Transfer and Dividend
Disbursing Agency Agreement approved by the Board of Trustees of the Trust at a
meeting held for such purpose on February 28, 1990. The agreement is subject to
annual renewal by the Board of Trustees of the Trust.

The Transfer Agent provides all the necessary facilities, equipment and
personnel to perform the usual or ordinary services of Transfer and Dividend
Paying Agent, including: receiving and processing orders and payments for
purchases of shares, opening stockholder accounts, preparing annual stockholder
meeting lists, mailing proxy material, receiving and tabulating proxies, mailing
stockholder reports and prospectuses, withholding certain taxes on non-resident
alien accounts, disbursing income dividends and capital distributions, preparing
and filing U.S. Treasury Department Form 1099 (or equivalent) for all
stockholders, preparing and mailing confirmation forms to stockholders for all
purposes and redemption of the Trust's shares and all other confirmable
transactions in stockholders' accounts, recording reinvestment of dividends and
distributions of the Trust's shares and causing redemption of shares for and
disbursements of proceeds to withdrawal plan stockholders.

Purchase Of Shares

The shares of each Portfolio of the Trust are continuously offered by the
Distributor. Orders for the purchase of shares of a Portfolio of the Trust
received by the Transfer Agent prior to 4:00 p.m. Eastern time on any day the
New York Stock Exchange is open for trading will be confirmed at the net asset
value next determined (based upon valuation procedures described in the
prospectus) as of the close of the Transfer Agent's business day, normally 4:00
p.m. Eastern time. Orders received by the Transfer Agent after 4:00 p.m. will be
confirmed at the next day's price.

Tax-Sheltered Retirement Plans

Shares of each Portfolio of the Trust are available to all types of tax-deferred
retirement plans including custodial accounts described in Sections 401(k) and
403(b)(7) of the Internal Revenue Code. Qualified investors benefit from the
tax-free compounding of income dividends and capital gains distributions. You
can transfer an existing plan into the Trust or set up a new plan in the manner
described below.

Individual Retirement Accounts (IRA). Individuals, who are not active
participants (and, when a joint return is filed, who do not have a spouse who is
an active participant) in an employer maintained retirement plan are eligible to
contribute on a deductible basis to an IRA account. The IRA deduction is also
retained for individual taxpayers and married couples with adjusted gross
incomes not in excess of certain specified limits. All individuals may make non
deductible IRA contributions to a separate account to the extent that they are
not eligible for a deductible contribution. Income earned by an IRA account will
continue to be tax deferred. A special IRA program is available for corporate
employers under which the employers may establish IRA accounts for their
employees in lieu of establishing corporate retirement plans. Known as SEP-IRA's
(Simplified Employee Pension-IRA), they free the corporate employer of many of
the record keeping requirements of establishing and maintaining a corporate
retirement plan trust.

If you have received a lump sum distribution from another qualified retirement
plan, you may roll over all or part of that distribution into a New Century
Portfolios IRA. Your roll-over contribution is not subject to the limits on
annual IRA contributions. By acting within applicable time limits of the lump
sum distribution you can continue to defer Federal income taxes on your lump sum
contribution and on any income that is earned on that contribution.

KEOGH Plans for Self-Employed. If you are a self-employed individual, you may
establish a Self-Employed Retirement (KEOGH) Plan and contribute up to the
maximum amounts permitted for your plan under current tax laws. Under a Defined
Benefit KEOGH Plan, you may establish a program with a specific amount of
retirement income as your objective. The annual contributions needed to achieve
this goal are calculated actuarially and can sometimes exceed the tax-deductible
contributions allowed under a regular KEOGH Plan.

Tax-Sheltered Custodial Accounts. If you are an employee of a public school,
state college or university, or an employee of a non-profit organization exempt
from tax under Section 501(c)(3) of the Internal Revenue Code, you may be
eligible to make contributions into a custodial account (pursuant to section
493(b)(7) of the IRC) which invests in Trust shares. Such contributions, to the
extent that they do not exceed certain limits, are excludable from the gross
income of the employee for federal income tax purposes.

How to Establish Retirement Accounts. All the foregoing retirement plan options
require special applications or plan documents. Please call us to obtain
information regarding the establishing of retirement plan accounts. In the case
of IRA and KEOGH Plans, Bank of New York acts as the plan custodian and charges
nominal fees in connection with plan establishment and maintenance. These fees
are detailed in the plan documents. You may wish to consult with your attorney
or other tax advisor for specific advice prior to establishing a plan.

Systematic Withdrawal Plan

You can arrange to make systematic cash withdrawals from your account monthly,
quarterly or annually. Your account, initially, must be at least $10,000 in
order to establish this service, although the withdrawals may continue even
though your account subsequently drops below $10,000. Each payment must be for
an amount not less than $50.00. If the periodic amount you elect to withdraw is
more than the increase of any income or gains in your account, the withdrawals
can deplete the value of your account. If the withdrawals are to be sent to
someone who is not a registered owner of the shares, a signature guarantee is
required on your application for this service. New Century Portfolios bears the
cost of providing this plan at the present time. Please contact the Transfer
Agent to obtain information or an application.

Officers And Trustees Of New Century Portfolios

The members of the Board of Trustees of the Trust are fiduciaries for the
Portfolios' shareholders and are governed by the law of the Commonwealth of
Massachusetts in this regard. They establish policy for the operation of the
Portfolios, and appoint the Officers who conduct the daily business of the
Portfolios.

Position and Principal Occupation
Name and Address Age Office with Trust During the past Five Years

*Douglas A. Biggar 51 Chairman and Executive Vice President
20 William Street, Trustee and Clerk, Weston Financial
Suite 330 Group, Inc.; Clerk and
Wellesley, MA 02481 Treasurer of Weston
Securities Corporation.

*Joseph Robbat, Jr. 47 Trustee Chief Executive Officer and
20 William St., Treasurer, Weston Financial
Suite 330 Group, Inc.
Wellesley, MA 02481

Stanley H. Cooper, Esq. 50 Trustee Attorney in private
One Ashford Lane practice.
Andover, MA 01810

Roger Eastman, C.P.A. 67 Trustee Executive Vice President
32 Meetinghouse Square and Chief Operating
Middleton, MA 01949 Officer, Danvers Savings
Bank; Formerly Partner,
Arthur Andersen & Co.

Michael A. Diorio, 52 Trustee Partner, Diorio, Hudson
25 Birch St., Unit B-44 & Pavento, P.C., C.P.A.
Milford, MA 01757

Wayne M. Grzecki 47 President Senior Counselor,
20 William St., Weston Financial Group,
Suite 330 Inc.
Wellesley, MA 02481

Ronald A. Sugameli 47 Vice President Senior Counselor,
20 William St., Weston Financial Group,
Suite 330 Inc.
Wellesley, MA 02481

Ellen M. Bruno 33 Treasurer Vice President, Weston
20 William St. and Secretary Financial Group, Inc.;
Suite 330 Consultant, United Asset
Wellesley, MA 02481 Management Corporation.

Karl Steinbrecher 33 Assistant Assistant Portfolio
20 William St., Treasurer Manager, Weston
Suite 330 Financial Group, Inc.
Wellesley, MA 02481

Clara Prokup 51 Assistant Comptroller,Weston
20 William St., Secretary Financial Group, Inc.
Suite 330
Wellesley, MA 02481

*Interested trustee as defined in the Investment Company Act of 1940 (the "1940
Act").

The officers conduct and supervise the daily business operations of the Trust,
while the trustees, in addition to functions set forth under "Advisor,"
"Administrator" and "Distributor," review such actions and decide on general
policy. Compensation to officers and trustees of New Century Portfolios who are
affiliated with the Administrator, the Advisor or the Distributor is paid by the
Administrator, the Investment Advisor or the Distributor, respectively, and not
by the Trust. The Trust pays each Trustee who is not affiliated with the
Administrator, Advisor or Distributor quarterly fees.

The following table shows aggregate compensation paid to each non-affiliated
Trustee by the Trust in the fiscal year ended October 31, 1997.

(1) (2) (3) (4) (5)
Name of Person, Aggregate Pension or Estimated Annual Total
Position Compensation Retirement Benefits Upon Compen-
From Benefits Accrued Retirement sation
Registrant as Part of Trust
Expenses

Stanley H. Cooper $3,000 $-0- $-0- $3,000
Esquire -Trustee

Roger Eastman, $3,000 $-0- $-0- $3,000
C.P.A. - Trustee

Michael A. Diorio, $3,000 $-0- $-0- $3,000
C.P.A. - Trustee

General Information

Beneficial Shares

New Century Portfolios was organized as a Maryland corporation on July 20, 1988.
It was reorganized as a Massachusetts business trust on March 20, 1990. Prior to
November 2, 1998, New Century Portfolios was named Weston Portfolios and New
Century Balanced Portfolio was designated as New Century I Portfolio.

It offers an unlimited number of transferable beneficial shares all at $.01 par
value. At the present time, there are two series of shares designated as the
"New Century Capital Portfolio" and the "New Century Balanced Portfolio." Each
share has equal dividend, voting, liquidation and redemption rights. There are
no conversion or pre-emptive rights. Shares, when issued, will be fully paid and
non assessable. Fractional shares have proportional voting rights. Shares of the
Portfolios do not have cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of Trustees can elect all of
the Trustees if they choose to do so and, in such event, the holders of the
remaining shares will not be able to elect any person to the Board of Trustees.
The Portfolios' shareholders will vote together to elect Trustees and on other
matters affecting the entire Trust, but will vote separately on matters
affecting separate Portfolios.

Audits and Reports

The accounts of the Trust are audited each year by Briggs Bunting & Dougherty,
LLP, Philadelphia, PA, independent certified public accountants whose selection
must be approved annually by the Board of Trustees. Shareholders receive
semi-annual and annual reports of the Trust including the annual audited
financial statements and a list of securities owned.

Taxes

The Trust, and each Portfolio, intend to qualify as regulated investment
companies under the Internal Revenue Code of 1986 (the "Code"). Such
qualification removes from the Trust any liability for Federal income taxes upon
the portion of its income distributed to shareholders and makes Federal income
tax upon such distributed income generated by the Portfolios' investments the
sole responsibility of the shareholders. Continued qualification requires the
Trust to distribute to its shareholders each year substantially all of its
income and capital gains. The Code imposes a non deductible, 4% excise tax on
regulated investment companies that do not distribute to investors in each
calendar year, an amount equal to (i) 98% of its calendar year ordinary income,
(ii) 98% of its capital gain net income (the excess of short and long-term
capital gain over short and long-term capital loss) for the one-year period
ending each October 31, and (iii) 100% of any undistributed ordinary or capital
gain net income from the prior year. New Century Portfolios intends to declare
and pay dividends and capital gain distributions in a manner to avoid imposition
of the excise tax. The Trust also proposes to comply with other requirements,
such as (1) appropriate diversification of its portfolio of investments, and (2)
realization of 90% of annual gross income from dividends, interest, gains from
sales of securities, or other "qualifying income."

"The Trust" is a series trust. Each series of the Trust will be treated as a
separate trust for Federal tax purposes. Any net capital gains recognized by a
Series will be distributed to its investors without need to offset (for Federal
tax purposes) such gains against any net capital losses of another series.

Expenses

Except as indicated above, New Century Portfolios is responsible for the payment
of its expenses, including: (a) the fees payable to the Advisor, Administrator
and the Distributor; (b) the fees and expenses of Trustees who are not
affiliated with the Advisor or the Distributor; (c) the fees and certain
expenses of New Century Portfolios' Custodian and Transfer Agent; (d) the
charges and expenses of New Century Portfolios' legal counsel and independent
accountants; (e) brokers' commissions and any issue or transfer taxes chargeable
to a Portfolio in connection with its securities transactions; (f) all taxes and
corporate fees payable by New Century Portfolios to governmental agencies; (g)
the fees of any trade association of which New Century Portfolios is a member;
(h) the cost of stock certificates, if any, representing shares of the
Portfolio; (i) reimbursements of the organization expenses of New Century
Portfolios and the fees and expenses involved in registering and maintaining
registration of New Century Portfolios and its shares with the Securities and
Exchange Commission and registering to distribute its shares in and qualifying
its shares for sale under state securities laws, and the preparation and
printing of New Century Portfolios' registration statements and prospectuses for
such purposes; (j) allocable communications expenses with respect to investor
services and all expenses of shareholder and trustee meetings and of preparing,
printing and mailing prospectuses and reports to shareholders; (k) litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of New Century Portfolios' business; and (l) compensation
for employees of New Century Portfolios.

Custodian

The Trust has retained The Bank of New York, New York, NY, to act as Custodian
of the securities and cash of the Trust and its Portfolios.

Performance

From time to time a Portfolio may advertise its total return and yield. The
"total return" of the Portfolio refers to the average annual compounded rates of
return over 1, 5 and 10 year periods or for the life of the Portfolio (which
periods will be stated in the advertisement) that would equate an initial amount
invested at the beginning of a stated period to the ending redeemable value of
the investment.

The "yield" of a Portfolio is computed by dividing the net investment income per
share earned during the period stated in the advertisement (using the average
number of shares entitled to receive dividends) by the maximum offering price
per share on the last day of the period. The calculation includes among expenses
of the Portfolio, for the purpose of determining net investment income, all
recurring charges for the period stated. The yield formula provides for
semi-annual compounding which assumes that net investment income is earned and
reinvested at a constant rate and annualized at the end of a six-month period.

Total return quotations used by the Portfolios are based on standardized methods
of computing performance mandated by Securities and Exchange Commission rules.
The average annual total return for each Portfolio for the indicated period
ended on the date of the balance sheet contained herein is as follows:

Fund Name 1 Year 5 Years From Fund's Inception(1/31/89)

New Century Balanced
Portfolio 27.22% 17.21% 13.30%
New Century Capital
Portfolio 19.64% 13.40% 10.98%

As the following formula indicates, the average annual total return is
determined by multiplying a hypothetical initial purchase order of $1,000 by the
average annual compound rate of return (including capital
appreciation/depreciation and dividends and distributions paid and reinvested)
for the stated period less any fees charged to all shareholder accounts and
annualizing the result. The calculation assumes that all dividends and
distributions are reinvested at the public offering price on the reinvestment
dates during the period. The quotation assumes the account was completely
redeemed at the end of each period and the deduction of all applicable charges
and fees. According to the Securities and Exchange Commission formula:

P(1 + T)n = ERV
Where
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of hypothetical $1,000 payment made at
the beginning of the 1, 5 or 10 year periods at the end of the
1, 5 or 10 year periods (or fractional portion thereof).

Comparisons and Advertisements

To help investors better evaluate how an investment in the Portfolios might
satisfy their investment objective, advertisements regarding the Portfolios may
discuss yield or total return for the Portfolios as reported by various
financial publications and/or compare yield or total return to yield or total
return as reported by other investments, indices, and averages. The following
publications, indices, and averages may be used:

Lehman Treasury Index;
Salomon Bros. Corporate Bond Index;
U.S. Treasury Bills;
Consumer Price Index;
S&P 500;
Dow Jones Industrial Average; and
Mutual Fund returns calculated by the CDA Technologies, Inc.

<PAGE>

INVESTMENT ADVISOR
Weston Financial Group, Inc.
20 William Street, Suite 330
Wellesley, MA 02481-4102

DISTRIBUTOR
Weston Securities Corporation
20 William Street,
Suite 330 Wellesley, MA 02481-4102

CUSTODIAN
The Bank of New York
90 Washington Street, 22nd Floor
New York, NY 10286-0001

TRANSFER AGENT
First Data Investor Services Inc.
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-7098

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

AUDITORS
Briggs Bunting & Dougherty, LLP
Two Logan Square, Suite 2121
Philadelphia, PA 19103-4901