WESTON PORTFOLIOS, 485APOS, 1998-09-03

WESTON PORTFOLIOS
485APOS, 1998-09-03

Previous: GCG TRUST, N-30D, 1998-09-03

Next: INTRAMERICA VARIABLE ANNUITY ACCOUNT, N-30D, 1998-09-03

As filed with the Securities and Exchange Commission on September
2, 1998 File No. 33-24041 / 811-5646

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 11 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 15 [X]

NEW CENTURY PORTFOLIOS
(Exact name of Registrant as specified in Charter)

20 William Street, Suite 330, Wellesley, MA 02481
(Address of Principal Executive Offices)

Registrant's Telephone Number: (781) 239-0445

Wayne M. Grzecki, President, New Century Portfolios
20 William Street, Suite 330, Wellesley, MA 02481
(Name and Address of Agent for Service)

Please send copies of all communications to:
Steven M. Felsenstein, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 Commerce Square
Philadelphia, PA 19103-7098

Approximate date of Proposed Public Offering:

As soon as practicable after the effective date of the registration
statement.

It is proposed that this filing will become effective (check appropriate box)
______ immediately upon filing pursuant to paragraph (b).
______ on (date) pursuant to paragraph (b).
__X___ 60 days after filing pursuant to paragraph (a) (1).
______ on (date) pursuant to paragraph (a) (1).
______ 75 days after filing pursuant to paragraph (a)(2).
______ on (date) pursuant to paragraph (a) (2) of Rule 485.

If appropriate, check the following box:
______ This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

<PAGE>

PROSPECTUS

NEW CENTURY PORTFOLIOS

November 1, 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 does not decide whether any mutual fund,
including these Portfolios, is a good investment. Rather, the SEC tries to make
sure, but cannot guarantee, that mutual funds disclose important facts to
investors. It is illegal to claim otherwise.

<PAGE>

New Century Portfolios

Prospectus November 1, 1998

For investors seeking consistent returns over time

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 5
More Investment Policies Of Each Portfolio 6
Investments in Individual Securities 6
Trend Analysis 6
Investments In Investment Companies And
The Investment Company Industry 8
Underlying Funds 10
Money Market Securities 12
Share Price 13
Dividends, Capital Gains And Taxes 14
Investment Advisor 15
Distribution Of Shares 16
Buying Shares 16
Redeeming Shares 17
Telephone Redemptions 18
Account Minimum 19
Redemptions In-Kind 19
Exchanging Shares 19
Types Of Accounts - Special Plan 20
Financial Highlights 21

<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. 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 secondaryobjective 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).

Investment Policies
New Century Capital Portfolio

The New Century Capital Portfolio's investment objective is to provide capital
growth, with a secondary objective to provide income, while managing risk. Such
objectives cannot be changed without approval by the holders of a majority (as
defined in the Act) of the Portfolio's outstanding voting shares.

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). (The Portfolio's policy to concentrate in shares of
other registered investment companies cannot be changed without approval by the
holders of a majority of its outstanding voting shares.) 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.

New Century Balanced Portfolio

The New Century Balanced Portfolio's investment objective is to provide income,
with a secondary objective to provide capital growth, while managing risk. Such
objectives cannot be changed without approval by the holders of a majority (as
defined in the Act) of the Portfolio's outstanding voting shares.

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
Portfolio's policy to concentrate in shares of other registered investment
companies cannot be changed without approval by the holders of a majority of its
outstanding voting shares.) To produce its return, the Portfolio will use a
variety of investment techniques designed to generate primarily interest,
dividends 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. 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 beta
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.

<PAGE>

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) When you redeem your shares, you may pay redemption fees or brokerage
costs if shares are redeemed in-kind.
(e) 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.

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. Past performance is not necessarily an indication of how a
Portfolio will perform in the future.

NEW CENTURY CAPITAL PORTFOLIO
- ---------------------------------------------------------------

89* 90 91 92 93 94 95 96 97
- ---------------------------------------------------------------
* Shows non-annualized return for the period from January 31, 1989 to
December 31, 1989.
Best Quarter Q__ '9_ = _____% Worst Quarter Q__ '9_ = _____%
The year-to-date return as of September 30, 1998 was ___%.

<PAGE>

NEW CENTURY BALANCED PORTFOLIO
- ---------------------------------------------------------------

Average Annual Total Return as of December 31, 1997
1 Year 5 Years Inception
(Jan. 31, 1989)
New Century Capital ____% ____% ____%
Portfolio
New Century Balanced ____% ____% ____%
Portfolio
S&P Index ____% ____% ____%

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 directly from your
investment)
New Century New Century
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:

Recalculate for $10,000

1 year 3 years5 years 10 years
------ -------------- --------
New Century Capital Portfolio $___ $___ $___ $___
New Century Balanced Portfolio $___ $___ $___ $___

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. Securities will be selected based
upon value and/or income and/or capital appreciation. 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'sStandard & 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 New Century Portfolios' 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 may 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 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. 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. Although such contracts tend to minimize the risk of loss
due to a change in the value of the subject currency, they tend to limit any
potential gain which might result should the value of such currency change
favorably during the contract period.

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 loss if 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,
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.

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 $380 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" stub 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>

<TABLE>
<CAPTION>
NEW CENTURY CAPITAL PORTFOLIO

FINANCIAL HIGHLIGHTS

(For a Share Outstanding Throughout each Period)
<S>

<C> Six Months
Ended
April 30, 1998
(Unaudited)
Years Ended October 31,
------------ ----------------------

1997 1996 1995 1994 1993
---------------------------------------------------

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 -0.19%* -0.76% -0.69% -0.52% -0.68% -0.53%
average net assets

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

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

<PAGE>

NEW CENTURY BALANCED PORTFOLIO

FINANCIAL HIGHLIGHTS

(For a Share Outstanding Throughout each Period)

Six Months
Ended
April 30, 1998
(Unaudited) Years Ended October 31,
------------ ----------------------

1997 1996 1995 1994 1993
---------------------------------------------------

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 operations1.46 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

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

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>

[Prospectus Back Cover]

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
(888) 639-0102
<PAGE>

NEW CENTURY PORTFOLIOS
STATEMENT OF ADDITIONAL INFORMATION
Dated November 1, 1998

20 William Street, Suite 330, Wellesley, Massachusetts 02481

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 secondary objective 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 1, 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 1, 1998

TABLE OF CONTENTS

Investments by the Portfolios Page
----
Rising Trend Strategy 3
Declining Trend Strategy 3
Other Factors 3
Investment Company Securities 4
Money Market Securities 4
Portfolio Turnover 5
Investment Restrictions 6
Underlying Funds 7
Illiquid And Restricted Securities 7
Foreign Securities 7
Foreign Currency Transactions 8
Industry Concentration 8
Master Demand Notes 8
Repurchase Agreements 8
Loans Of Portfolio Securities 9
Short Sales 9
Options Activities 9
Futures Contracts 10
Options On Futures Contracts 11
Risk Factors Regarding Options, Futures And
Options On Futures 12
Leverage Through Borrowing 12
Warrants 12
Description Of Bond Ratings 13
Investment Advisor 13
Distributor 14
Allocation Of Portfolio Brokerage 15
Transfer Agent 16
Purchase Of Shares 16
Tax-Sheltered Retirement Plan 16
Systematic Withdrawal Plan 17
Officers And Trustees Of New
Century Portfolios 17
General Information 19
Beneficial Shares 19
Audits and Reports 20
Taxes 20
Expenses 20
Custodian 21
Performance 21
Comparisons and Advertisements 22

Financial Statements 24

<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 I 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 10% 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 10% 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. A 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. 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 I 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 I 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); Ronald A. Sugameli (Vice President of the Trust); Wayne
M. Grzecki (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. Iven R. 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. 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 I
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 I 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, National
Westminster Bank 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.

<PAGE>

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 and Clerk,
20 William Street, Trustee Weston
Financial Group, Inc.;
Suite 330 Clerk and Treasurer of
Weston
Wellesley, MA 02481 Securities
Corporation.

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

Stanley H. Cooper, Esq. 50 Trustee Attorney
in private practice
One Ashford Lane
Andover, MA 01810
Roger Eastman, C.P.A. 67 Trustee Executive
Vice President and Chief
32 Meetinghouse Square Operating
Officer, Danvers Savings
Middleton, MA 01949 Bank; Formerly
Partner, Arthur
Andersen & Co.
Michael A. Diorio, 52 Trustee Partner,
Diorio, Hudson & Pavento, P.C.,
25 Birch St., Unit B-44 C.P.A.
Milford, MA 01757
Wayne M. Grzecki 48 President Senior Counselor, Weston
Financial
20 William St., Group, Inc.
Suite 330
Wellesley, MA 02481
Ronald A. Sugameli 47 Vice President Senior
Counselor, Weston Financial
20 William St., Group, Inc.
Suite 330
Wellesley, MA 02481
Ellen M. Bruno 32 Treasurer Vice President, Weston
Financial
20 William St. and Secretary Group, Inc.;
Suite 330 Consultant, United Asset
Wellesley, MA 02481 Management
Corporation

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

Clara Prokup 51 Assistant Secretary Weston Financial
20 William St., Comptroller, 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 Aggregate Pension or Estimated Total
Person, Compensation Retirement Annual Compensation
Position From Benefits Benefits Upon
Registrant Accrued as Retirement
Part of Trust
Expenses
Stanley H. $3,000 $-0- $-0- $3,000
Cooper,
Esquire -
Trustee

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

Michael A. $3,000 $-0- $-0- $3,000
Diorio,
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. 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 I 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 I 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:

n
P(1 + T) = 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 DISTRIBUTOR Weston Securities Corporation 20 William Street,
Suite 330 Wellesley, MA 02481 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 19406-7098
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

<PAGE>

PART C

OTHER INFORMATION

Item 23. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are attached hereto, except as
otherwise noted:

(a) (1) Registrant's Articles of Incorporation.
(Filed with registration on Form N-1A)*

(2) Articles of Amendment. (Filed with Pre-effective
amendment No. 1)*
(3) Declaration of Trust. (Filed with Post-effective
amendment No.3)*
(b) (1) Corporate Bylaws. (Filed with registration on Form N-1A)*
(2) Trust Bylaws. (Filed with Post-effective amendment
No. 3)*
(c) (1) Specimen copy of each security to be issued by the
registrant. (Filed with registration on Form N-1A)*

(2) Specimen copy of beneficial share certificates.
(Filed with Post-effective amendment No. 3)*

(d) (1) New Invewstment Advisory Agreements between the Registrant,
on behalf of each Portfolio, and Weston Financial Group, Inc. will be filed
by amendment. Except of the effective date and termination date, the terms
remain the same as the previously filed agreements.

(2)Form of Investment Advisory Agreement between
Weston Financial Group, Inc. and the Registrant (Corporate Form) for the
New Century Capital Portfolio. (Filed with registration on Form
N-1A)*
(3) Form of Investment Advisory Agreement between
Weston Financial Group, Inc. and the Registrant (Corporate Form)for the
New Century I Portfolio. (Filed with registration Form N-1A)*
(4) Form of Investment Advisory Agreement between
Weston Financial Group, Inc. and the Registrant (Trust Form) Trust for
New Century Capital Portfolio. (Filed with Post-effective amendment No. 3)*
(5) Form of Investment Advisory Agreement between Weston
Financial Group, Inc. and the Registrant (Trust Form) for New Century I
Portfolio. (Filed with Post-effective amendment No. 3)*

(e) (1) Form of principal underwriting agreement between
Weston Securities Corp. and the Registrant (Corporate Form) for the New
Century Capital Portfolio. (Filed with registration on Form N-1A)*
(2) Form of principal Underwriting Agreement between
Weston Securities Corporation and the Registrant (Corporate Form) for the
New Century I Portfolio. (Filed with registration on Form N-1A)*
(3) Form of principal Underwriting Agreement between
Weston Securities Corporation and the Registrant (Trust Form)
for the New Century Capital Portfolio. (Filed with Post-effective
amendment No. 3)*
(4) Form of principal Underwriting Agreement between
Weston Securities Corporation and the Registrant (Trust Form) for the
New Century I Portfolio. (Filed with Post-effective amendment No. 3)*
(f) Not applicable, because there are no pension, bonus or other
agreements for the benefit of trustees and officers.
(g) (1) Form of Custodian Agreement between Registrant and
the National Westminster Bank. (Filed with registration on Form N-1A)*
(2) Amendment to Custodian Agreement. (Filed with Post-
effective amendment No. 3)*
(h) (1) Form of Administration Agreement between Weston
Financial Group, Inc. and the Registrant (Corporate Form)for the New
Century Capital Portfolio. (Filed with Pre-effective Amendment No. 2 to
Form N-1A)*
(2) Form of Administration Agreement between Weston
Financial Group, Inc. and the Registrant (Corporate Form) for the New
Century I Portfolio. (Filed with Pre-effective Amendment No. 2 to
Form N-1A)*
(3) Form of Administration Agreement between Weston
Financial Group, Inc. and the Registrant (Trust Form) for the New Century
Capital Portfolio. (Filed with Post-effective amendment No. 3)*
(4) Form of Administration Agreement between Weston
Financial Group, Inc. and the Registrant (Trust Form) for the New Century
I Portfolio. (Filed with Post-effective amendment No. 3)*
(5) Agreement and Plan of Reorganization.
(Filed with Post-effective amendment No. 3)*
(i) (1) Opinion and consent of counsel as to the legality of the
registrant's securities being registered. (To be supplied annually pursuant to
Rule 24f-2 of the Investment Company Act of 1940.)
(2) Reorganization opinion and consent of counsel. (Filed with
Post- effective amendment No. 3)*
(j) (1) The consent of Briggs Bunting & Dougherty, LLP
Independent Certified Public Accountants is electronically filed herewith as
EX-99.
(2) The consent of Tait, Weller & Baker Independent Certified
Public Accountants will be filed by amendment prior to the effective date of
this Post-Effective Amendment.
(k) Not applicable.
(l) Letter from contributors of initial capital to the
Registrant that purchase was made for investment
purposes without any present intention of redeeming or selling.
(Filed with Pre-effective Amendment No. 2 to Form N-1A)*
(m) (1) Rule 12b-1 Plan of Distribution for the New
Century Capital Portfolio. (Filed with registration on Form N-1A)*
(2) Rule 12b-1 Plan of Distribution for the New Century I
Portfolio. (Filed with registration on Form N-1A)*
(3) Rule 12b-1 Plan of Distribution for the New
Century I Portfolio. (Filed with Post-effective amendment No. 3)*
(4) Rule 12b-1 Plan of Distribution for the New
Century I Portfolio. (Filed with Post-effective amendment No. 3)*
(n) Financial Data Schedules
*Previously filed and incorporated by reference.
(o) Not applicable.

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL OF THE REGISTRANT.
None
Item 25. INDEMNIFICATION.
The company shall indemnify any person who was or is a trustee,
officer or employee of the Trust; provided however, that any such
indemnification (unless ordered by a court) shall be made by the company only as
authorized in the specific case upon a determination that indemnification of
such persons is proper in the circumstances.
Such determination shall be made:

(i) by the Board of Trustees by a majority vote of a quorum which
consists of the trustees who are neither "interested persons" of the company as
defined in Section 2(a)(19) of the 1940 Act, nor parties to the proceedings, or,

(ii) if the required quorum is not obtainable or if a quorum of such
trustees so directs, by independent legal counsel in a written opinion. No
indemnification will be provided by the company to any trustee or officer of the
company for any liability to the company or shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty.

As permitted by Article 11.2 (a)(v)of the Declaration of Trust,
reasonable expenses incurred by a trustee who is a party to a proceeding may be
paid by the Trust in advance of the final disposition of the action, after
authorization in the manner described above and upon receipt by the trust of a
written undertaking by the trustee or officer to repay the amount if it is
ultimately determined that he is not entitled to be indemnified by the Trust.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
The principal business of Weston Financial Group, Inc.
is to provide investment counsel and advice to individual and
institutional investors.

Item 27. PRINCIPAL UNDERWRITERS.
(a) Weston Securities Corp., the only principal underwriter of the
Registrant, does not act as principal underwriter, depositor or investment
advisor to any other investment company.
(b) Herewith is the information required by the following table with
respect to each trustee, officer or partner of the only underwriter named in
answer to Item 21 of Part B:

<PAGE>

Position and Position and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant

I. Richard Horowitz President None
20 William St., Suite 330
Wellesley, MA 02481

Douglas A. Biggar Clerk and Chairman
20 William St., Suite 330 Treasurer
and Trustee
Wellesley, MA 02481

Item 28. LOCATION OF ACCOUNTS AND RECORDS.
Each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR 270.31a-1 to
31a-3) promulgated thereunder is in the physical possession of Weston Financial
Group, Inc., 20 William Street, Suite 330, Wellesley, Massachusetts 02481, First
Data Investor Services Inc., 3200 Horizon Drive, King of Prussia, Pennsylvania
19406-0903 or The Bank of New York, 90 Washington Street, 22nd Floor, New York,
New York 10286-0001.

Item 29. MANAGEMENT SERVICES.
All management services are covered in the management agreement
between the registrant and Weston Financial Group, Inc.
as discussed in Parts A and B.

Item 30. UNDERTAKINGS.
The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the city of Wellesley, and State of Massachusetts on
the ___ day of September, 1998.

NEW CENTURY PORTFOLIOS
Registrant

By:
President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.

Trustee
Joseph Robbat, Jr.

Trustee
Stanley H. Cooper

Trustee
Michael A. Diorio

<PAGE>

Exhibit Index
Item 24:

(j) Consent of Independent Auditors

<PAGE>

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated December 4, 1997, accompanying the October 31,
1997 financial statements of Weston Portfolios (comprising, respectively, the
New Century Capital Portfolio and the New Century I Portfolio) which are
incorporated by reference in Part B of Post-Effective Amendment No. 15 to this
Registration Statement and Prospectus. We consent to the use of the
aforementioned report in the Registration Statement and Prospectus.

BRIGGS, BUNTING & DOUGHERTY, LLP

Philadelphia, Pennsylvania
September 1, 1998

a:west497.txt