SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
Weston Portfolios
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- -----------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- -----------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------
5) Total fee paid:
- -----------------------------------------------------------
______Fee paid previously with preliminary materials
______Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- -----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- -----------------------------------------------------------
3) Filing Party:
- -----------------------------------------------------------
4) Date Filed:
- -----------------------------------------------------------
<PAGE>
September 11, 1998
Dear Fellow Shareholder:
Weston Financial Group, Inc. plans to merge with Weston Advisors,
Inc., an affiliated company, in a transaction that will result in
a change of control of the adviser.
The merger will allow these two firms to capitalize on economies of scale and to
consolidate operations that were required to be segregated under prior State and
Federal laws. Following the merger, the `new' Weston Financial Group, Inc. will
continue to operate the business of the `old' Weston Financial Group, Inc. with
the addition of the operations and personnel of the affiliated company.
It is important to remember that the merger involves the investment advisor to
the funds, Weston Financial Group, not the Funds themselves.
The portfolio manager of your Fund will not change as a result of the
merger.
The number and value of your Fund shares will not change as a result of
the merger.
The advisory fees and expenses charged to your Fund will not change as
a result of the merger.
You will continue to receive the same high quality investment
management and shareholder services that you have come to expect over
the years.
Enclosed is a Proxy Statement for a special meeting in lieu of annual meeting of
the Weston Portfolios shareholders that will be held on October 16, 1998. At the
meeting, shareholders will consider several matters which are traditional
shareholder business, including election of trustees of the Funds, selection of
independent public accountants, and approval of changes to the fundamental
investment policies of the Funds. Each of these matters is explained more fully
in the Proxy Statement. In addition, as explained more fully in the Proxy
Statement, at the time the merger takes effect, the Funds' present investment
advisory contracts will terminate automatically, as a matter of law. Although
Fund shareholders are not being asked to approve the merger, they must vote on a
new investment advisory agreement for the Funds.
We encourage you to read the Proxy Statement. To help you to more fully
understand its contents, we have prepared a brief Questions and Answers ("Q&A")
page regarding these proposals.
The Q&A is attached to this letter.
<PAGE>
Fellow Shareholder Letter
Page 2
Your vote is important, no matter how many shares you own. The matters we are
submitting for your consideration are significant to the Funds and to you as a
fund shareholder. Therefore, please take the time to read the Proxy Statement,
cast your vote on the enclosed proxy card(s), and return the card(s) in the
enclosed pre-addressed, postage-paid envelope.
We thank you for your prompt response to the Proxy Statement.
Finally, the Board of Trustees, at the recommendation of Fund management,
approved changing the name of the Fund from "Weston Portfolios" to "New Century
Portfolios." Management believes that this will reduce investor confusion that
currently exists concerning the Fund's use of the name "Weston" and its
Portfolios' use of the name "New Century." In addition, the Board approved
changing the name of the New Century I Portfolio to "New Century Balanced
Portfolio," in order to give some indication of the Portfolio's investment
objective.
Sincerely,
Wayne M. Grzecki, President
Weston Portfolios
New Century Capital Portfolio
New Century I Portfolio
<PAGE>
Q. WHAT IS THIS TRANSACTION ALL Q. WILL I CONTINUE TO BE ABLE
ABOUT? TO PURCHASE SHARES
WITHOUT ANY SALES LOAD?
A. Weston Financial Group, Inc., the A. Yes, you will be able to
advisor of the Funds, is merging with continue to purchase shares of
Weston Advisors, Inc., an affiliated the Funds without any sales
company. The merger does not involve load.
the Funds themselves. The same
Weston professionals will continue to
provide you with investment
management and shareholder services
as employees of the combined, larger
entity.
Q. WHY AM I BEING ASKED TO VOTE ON Q. WHAT OTHER MATTERS AM I
THESE PROPOSALS? BEING ASKED TO VOTE ON?
A. The federal law that governs A. You are also being you are
mutual funds generally requires being asked to vote on regular
shareholders to approve a new Fund business, including
investment advisory agreement election of trustees of the
whenever there is a change in control Funds, selection of
of the investment adviser to the independent public
Funds. As a result, you are being accountants, and approval of
asked to approve a new investment changes to the fundamental
advisory agreement for each Fund you investment policies of the
own. Funds.
Q. HOW WILL THIS AFFECT ME AS A Q. HOW DO THE FUND TRUSTEES
FUND SHAREHOLDER? SUGGEST THAT I VOTE?
A. You will still own the same shares A. After careful consideration,
in the same Fund following the merger. the Directors have recommended that
Portfolio management will not change you vote "FOR" all proposals on the
as a result of the merger. enclosed proxy card.
The primary difference is that the
ownership of Weston Financial Group,
Inc.will change. This transaction will
not result in changes to your Fund's
advisory services or in the high
quality of shareholder services that
you have come to expect over the years.
Q. WILL ANY OF THE FEES PAID BY THE Q. WHO CAN I CALL FOR MORE
FUNDS CHANGE? INFORMATION?
A. No, the fees charged to your Fund A. If you have any questions
will not change as a result of the regarding the Proxy Statement
merger. or its contents, please call
Weston Financial Group at
1-888-639-0102, ext. 145
between 9:00 a.m. and 5:00
p.m., Eastern time, Monday
through Friday. They will be
happy to answer any questions
you may have.
<PAGE>
WESTON PORTFOLIOS
New Century Capital Portfolio
New Century I Portfolio
20 William Street, Suite 330
Wellesley, MA 02481
1-888-639-0102
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
WESTON PORTFOLIOS
To be held October 16, 1998
---------------
To the Shareholders of NEW CENTURY CAPITAL PORTFOLIO and
NEW CENTURY I PORTFOLIO:
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS IN LIEU OF
ANNUAL MEETING (the "Meeting") of Weston Portfolios (the "Fund"), will be held
on October 16, 1998 at 10:00 a.m. Eastern Time, at the offices of the Fund's
investment adviser, Weston Financial Group, Inc., 20 William Street, Suite 330,
Wellesley, Massachusetts, for the purpose of considering and acting upon the
following matters:
1. To elect a board of five trustees;
2. To ratify the selection of Briggs Bunting and Dougherty, LLP as
independent public accountants of the Fund for the fiscal year
ending October 31, 1998;
3. To approve or disapprove changes to the fundamental investment
policies of the New Century Capital Portfolio and the New
Century I Portfolio as set forth herein;
4. To approve or disapprove a new Investment Advisory Agreement
between the Fund, on behalf of the New Century Capital Portfolio
and the New Century I Portfolio, and Weston Financial Group,
Inc.; and
5. To transact such other business as may properly come before the
Meeting, or any adjournment thereof.
The Board of Trustees has fixed the close of business on August 14, 1998
as the record date for the determination of those shareholders entitled to vote
at the Meeting, and only holders of record at the close of business on that day
will be entitled to vote.
The Fund's Annual Report to Shareholders for the fiscal year ended October
31, 1997, and the Fund's Semi-Annual Report to shareholders, dated April 30,
1998 were previously mailed to shareholders. Copies of the reports are available
upon request, without charge, by contacting the Fund at the address above or by
calling 1-888-639-0102.
IMPORTANT
To save the Fund the expense of additional proxy solicitation, please mark
your instructions on the enclosed Proxy card, date and sign it and return it
promptly in the enclosed envelope (which requires no postage if mailed in the
United States). The enclosed Proxy card is solicited on behalf of the Board of
Trustees, is revocable and will not affect your right to vote in person in the
event that you attend the meeting.
By Order of the Board of Trustees
--------------------------------------
Douglas A. Biggar
Trustee
September 11, 1998
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by or on behalf of the Board of Trustees (the "Board") of Weston
Portfolios (the "Fund"), for use at the Meeting of Shareholders to be held on
October 16, 1998, at 10:00 a.m. Eastern Time at 20 William Street, Suite 330,
Wellesley, Massachusetts 02481, and at any adjournment thereof. This Proxy
Statement and the accompanying form of proxy were first mailed to shareholders
on or about September 11, 1998.
Shareholders of record of the Fund at the close of business on August 14,
1998 (the "Record Date") are entitled to notice of, and to vote on, the
proposals described herein at the Meeting and any adjournment thereof. At the
close of business on the Record Date, the Fund had 10,563,430 outstanding
shares, of which there were 6,309,424 shares of the New Century Capital
Portfolio and 4,254,006 shares of the New Century I Portfolio outstanding.
The Fund is an open-end, management investment company, as defined in the
Investment Company Act of 1940, as amended (the "Act"), and is organized as a
Massachusetts business trust. The Fund is authorized to issue an unlimited
number of shares of beneficial interest (par value $0.01 per share) in one or
more portfolios as determined by the Board. The Fund has designated two series
of shares, the New Century Capital Portfolio and the New Century I Portfolio
(each a "Portfolio").
Shareholders of the Portfolios vote together to elect the Trustees and
on other matters affecting the entire Fund, such as the ratification of the
selection of the Fund's accountant. The shares of the Fund do not have
cumulative voting rights, and therefore a plurality of all votes cast at a
meeting at which a quorum is present shall be sufficient for the election of
Trustees ( No. 1), which means that the five persons receiving the
greatest number of votes will be elected. An affirmative vote of a majority of
the aggregate outstanding shares of the Fund, present in person or by proxy and
voting, is necessary to ratify the selection of independent accountants
(Proposal No. 2).
The Shareholders of each Portfolio will vote separately on matters
affecting the Portfolios individually. An affirmative vote of a majority of each
Portfolio's outstanding shares (defined in the Investment Company Act of 1940
(the "Act") as the lesser of (i) 67% of the shares of the Portfolio present at
the Meeting, if holders of more than 50% of the outstanding shares are present
in person or by proxy, or (ii) more than 50% of the outstanding shares of the
Portfolio) is necessary to approve the proposed changes to the Portfolio's
fundamental investment policies (Proposal No. 3), and to approve a Portfolio's
Investment Advisory Agreement (Proposal No. 4).
The Board of Trustees knows of no business other than that specifically
mentioned in the Notice of the Meeting which will be presented for consideration
at the Meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment. Abstentions and broker non-votes will be counted for purposes of
determining whether a quorum is present at the Meeting, but will not be counted
for purposes of determining whether matters to be voted upon at the Meeting have
been approved.
In the event that a sufficient number of shares are not present at the
Meeting in person or by proxy so as to constitute a quorum or to approve any one
or more proposals set forth in the Notice of Special Meeting, the persons named
as proxies may propose to adjourn the Meeting to a later date to permit further
solicitation of proxies with respect to the proposals. In such case, the named
proxies may vote in favor of such adjournment those proxies authorizing a vote
in favor of any proposal to be considered at such adjourned meeting. They will
vote against such adjournment those proxies required to be voted against any
proposal to be considered at such adjourned meeting.
As of the Record Date, the following person owned beneficially more than
5% of the outstanding voting shares of the New Century Capital Portfolio:
Number
Name & Address of Beneficial Owner of Shares Percentage
Dean K. Webster Ltd. Partnership 340,218 5%
218 Madrid Boulevard
Punta Gorda, FL 33950
As of the record date, no person owned beneficially more than 5% of the
voting shares of New Century I Portfolio. No Trustee of the Fund owns
beneficially, and the Trustees and officers of the Fund together do not own
beneficially, more than 1% of the outstanding voting shares of the Fund or
either Portfolio of the Fund.
Shareholders who execute proxies retain the right to revoke them at any
time before they are voted by notifying the Fund or by voting at the Meeting. A
proxy, when executed and not revoked, will be voted as directed. In the absence
of such direction, proxies will be voted in favor of the proposal.
The Fund will bear a portion of the expense of the Meeting, including this
solicitation. Incremental expenses relating to the consideration of the advisory
agreement will be borne by the Advisor. Initial solicitation will be by mail.
Further solicitation may be made by mail or telephone by regular employees of
Weston Financial Group, Inc. who will receive no compensation for such
solicitation.
PROPOSAL NO. 1
Election of Five Trustees of the Fund
Certain information concerning the nominees for trustee is set forth
below. Each of the nominees has agreed to serve if elected, and if any of the
nominees is unavailable to serve for any reason, the persons named as proxies
will vote for a substitute nominee selected by the Fund's Board of Trustees. The
Fund currently knows of no reason why any of the nominees listed below would be
unable or unwilling to serve if elected. All of the nominees are currently
Trustees of the Fund.
Certain information regarding the nominees and the Fund's current Trustees
and Executive Officers is set forth below:
Nominees for Trustee
Name and Principal Age Fund Shares Percent
Position with Occupation for Owned Owned
the Fund Past 5 Years Beneficially Beneficially
August 14, 1998 August 14, 1998
- ------------------------------------------------------------------------------
Douglas A. Executive Vice 51 14,674 **
Biggar* President and
Trustee Clerk, Weston
Financial Group,
Inc.; Clerk and
Treasurer of
Weston Securities
Corporation.
Stanley H. Principal, Law 50 8,698 **
Cooper Office of Stanley
Trustee Cooper; Formerly
Partner, Kahalas
and Cooper (law
firm)
Michael A. Partner, Diorio 52 None ---
Diorio Hudson & Pavento,
Trustee P.C.
Roger Eastman, Executive Vice 67 None ---
C.P.A. President,
Trustee Danvers Savings
Bank; Formerly,
Partner, Arthur
Andersen & Co.
Joseph Robbat, Chief Executive 47 30,799 **
Jr.* Officer
Trustee And Treasurer,
Weston Financial
Group, Inc.
* An "interested person" of the Fund as defined in Section 2(a)(19) under the
1940 Act.
** Less than 1% of the outstanding voting shares of the Fund and of each
Portfolio of the Fund.
<PAGE>
Current Trustees and Officers of the Fund
Name Position Age Position Principal Shares
Since Occupation Owned
or Employment Beneficially
August 14,
1998
Douglas A. Trustee 51 1982 See 14,674
Biggar* "Nominees
for Trustee"
Stanley H. Trustee 50 1988 See 8,698
Cooper "Nominees
for Trustee"
Michael A. Trustee 52 1988 See 0
Diorio "Nominees
for Trustee"
Roger Eastman, Trustee 67 1989 See 0
CPA "Nominees
for Trustee"
Joseph Robbat, Trustee 47 1983 See 30,799
Jr.* "Nominees
for Trustee"
Wayne M. President 46 1986 Senior 4,012
Grzecki* Counselor,
Weston
Financial
Group, Inc.,
Weston
Advisors,
Inc.
Ronald A. Vice 45 1984 Senior 8,562
Sugameli* President Counselor,
Weston
Financial
Group, Inc.;
President,
Weston
Advisors,
Inc.
Ellen M. Bruno* Treasurer 33 1998 Vice 0
and President,
Secretary Weston
Financial
Group, Inc.;
Consultant,
United Asset
Management,
1992-1997
Karl Assistant 33 1991 Assistant 0
Steinbrecher* Treasurer Portfolio
Manager,
Weston
Financial
Group, Inc.
* Interested Person of the Fund as defined in Section 2(a)(19)
of the 1940 Act.
During the Fund's fiscal year ended October 31, 1997, four regular Board
meetings were held and no special meetings were held. Each of the Trustees
attended at least 75% of the total number of Board meetings.
<PAGE>
See Proposal No. 4 for additional information concerning the
anticipated change of control of the Adviser and how such change
will affect certain nominees' affiliations with the Adviser.
During the fiscal year ended October 31, 1997, the Trustees who are not
"interested persons" (as defined in the Act) received compensation from the
Fund, as follows:
Compensation Table
- --------------------------------------------------------------------
(1) (2) (3) (4) (5)
Total
Pension or Compensation
Retirement From
Aggregate Benefits Estimated Registrant
Name of Person Compensation Accrued Annual and Fund
Position From As Part of Benefits Complex
Registrant Fund Upon Paid to
Expenses Retirement Trustee
Stanley H. $3,000 N/A N/A $3,000
Cooper
Trustee
Michael Diorio $3,000 N/A N/A $3,000
Trustee
Roger Eastman $3,000 N/A N/A $3,000
Trustee
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS ELECT EACH OF THE
NOMINEES TO THE FUND'S BOARD OF TRUSTEES.
PROPOSAL NO. 2
RATIFICATION OF THE SELECTION OF THE FUND'S INDEPENDENT ACCOUNTANT
At its meeting on January 8, 1998, upon recommendation of the Audit
Committee, the Board, including a majority of those trustees who are not
"interested persons" of the Fund (as defined in the Act), selected the firm of
Briggs Bunting and Dougherty, LLP ("Briggs Bunting") as independent accountant
of the Fund for the fiscal year ending October 31, 1998. Shareholders are asked
to ratify the Trustees' selection of Briggs Bunting as independent accountant.
Services to be performed by the independent accountants include: (i) the
examination of the annual financial statements of the Fund; (ii) all services
necessary to render a formal opinion on the Fund's financial statements; and
(iii) provision of assistance and consultation with respect to filings with the
SEC. Briggs Bunting does not have any direct or indirect financial interest in
the Fund. Representatives of Briggs Bunting are not expected to be present at
the Meeting, but will be available should any matter arise requiring their
participation.
The firm of Tait, Weller and Baker served as the Fund's independent
accountant from the inception of the Fund until September, 1997. There have not
been any disputes or disagreements with Tait, Weller & Baker on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures. Tait, Weller & Baker resigned as the Fund's accountant
because several partners left that firm to form Briggs Bunting, including the
partners who provided accounting services to the Fund in the past. Appointment
of Briggs Bunting will provide for a continuity of the Fund's relationship with
these persons.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS
RATIFY THE SELECTION OF BRIGGS BUNTING
AS THE FUND'S INDEPENDENT ACCOUNTANT.
PROPOSAL NO. 3
APPROVAL OF CHANGES TO EACH PORTFOLIO'S
FUNDAMENTAL INVESTMENT POLICIES
Shareholders are being asked to approve modifications to each Portfolio's
fundamental investment policies which are intended to clarify and update the
Portfolios' investment objectives and policies. The effects of the proposed
modifications will be that (a) each Portfolio's investment objective (as revised
herein) will become a fundamental policy, (b) each Portfolio's primary
investment strategies and techniques (as revised herein) will become
nonfundamental policies, and (c) certain fundamental investment restrictions
that are no longer required by state securities laws will be eliminated. A
Portfolio's fundamental policies may not be changed without the approval of its
shareholders; changes to nonfundamental policies require only the approval of
the Fund's Board of Trustees:
(a) Revised Investment Objectives:
New Century Capital New Century I
Portfolio Portfolio
Current The New Century The New Century I
Statement Capital Portfolio's Portfolio's objective
of Investment objective is capital is income, with the
Objective growth, with the secondary objective
secondary objective being growth while
being income while managing risk.
managing risk.
Proposed The New Century The New Century I
Statement Capital Portfolio's Portfolio's
of Investment investment objective investment objective
Objective is to provide capital is to provide income,
growth, with a with a secondary
secondary objective to objective to provide
provide income, while capital growth, while
managing risk. Such managing risk. Such
objectives cannot be objectives cannot be
changed without changed without
approval by the approval by the
holders of a majority holders of a majority
(as defined in the (as defined in the
Act) of the Act) of the
Portfolio's Portfolio's
outstanding voting outstanding voting
shares. shares.
(b) Revised Investment Strategies and Techniques:
New Century Capital New Century I Portfolio
Portfolio
Current o The New Century Capital o The New Century I
Investment Portfolio seeks to Portfolio seeks to
Strategies achieve this objective achieve this objective
and by concentrating by concentrating
Techniques (investing more than (investing more than
25% of the value of its 25% of the value of
assets) in shares of its assets) in shares
other registered of registered
investment companies investment companies
which emphasize that emphasize
investments in growth investments in fixed
stocks. To generate income securities,
its return, the preferred stocks and
Portfolio will use a high dividend paying
variety of investment stocks. To generate
techniques designed to its return, the
generate net realized Portfolio will use a
and unrealized variety of investment
appreciation and techniques designed to
secondarily interest generate primarily
and dividends. interest, dividends
and other income and
o To achieve its secondarily net
investment objective, realized and
the Adviser will unrealized
attempt to determine appreciation in the
the prevailing trend in value of the
the equity market: Portfolio's portfolio
of investment
o When it is companies (including
determined that money market mutual
there is a funds), cash
prevailing upward equivalents (such as
trend in the equity repurchase agreements
market, more of the or certificates of
Portfolio will be deposit) and cash.
positioned in the
securities pool. In o To achieve its
general, this would investment objective,
consist of moving the Adviser will
into those attempt to determine
registered the prevailing trend
investment companies in fixed income and
that have a high equities markets:
proportion of their
assets in growth o When it is
stocks. determined that
there is a
o When the Adviser prevailing upward
anticipates a trend in either
generally declining market, the
trend in the equity Portfolio will be
market, the Adviser positioned in the
will begin to move securities pool.
funds into the cash This strategy will
pool purely as a consist of moving
temporary defensive into investment
position. This is companies
accomplished by emphasizing high
moving from interest and
investment companies dividend paying
with a high growth securities such as
stock concentration bonds, convertible
to money market bonds and preferred
funds, cash and cash stocks. The
equivalents. remainder would be
in investment
companies
emphasizing
equities.
Current o The Adviser will o When the Adviser
Investment attempt to monitor and anticipates a
Strategies respond to changing generally declining
and economic and market trend in securities
Techniques conditions and then, if markets, the
(cont'd) necessary, reposition Adviser will begin
the Portfolio's assets, to move more funds
depending on the trend into the cash pool
analysis. Trends are by moving from
analyzed by using a investment
variety of technical companies with high
and fundamental equity and bond
indicators. concentrations to
money market funds,
cash and cash
equivalents.
o The Adviser will
attempt to monitor and
respond to changing
economic and market
conditions and then,
if necessary,
reposition the
Portfolio's assets,
depending on the trend
analysis. Trends are
analyzed by using a
variety of technical
and fundamental
indicators.
Proposed o The Portfolio seeks to o The Portfolio seeks to
Investment achieve these achieve these
Strategies objectives by investing objectives by
and primarily in shares of investing primarily in
Techniques other registered shares of other
investment companies registered investment
that emphasize companies that
investments in equities emphasize investments
(domestic and foreign). in equities (domestic
and foreign), and
o The Adviser may invest fixed income
a portion of the securities (domestic
Portfolio assets in and foreign).
those investment
companies that use o The Adviser may invest
different versions of a portion of the
so-called defensive Portfolio assets in
strategies to minimize those investment
risk. These defensive companies that use
strategies may include different versions of
the purchase of low so-called defensive
beta stocks, a strategies to minimize
combination of stocks risk. These defensive
and bonds or strategies may include
convertible bonds, the purchase of low
money market funds, beta stocks, a
cash and cash combination of stocks
equivalents, as well as and bonds or
high dividend paying convertible bonds,
stocks. money market funds,
cash and cash equivalents,
o In addition, the as well as high dividend
Portfolio may commit a paying stocks. For example,
portion of its assets a fund may be chosen because it
to certain investment primarily invests in intermediate
companies whose assets or short-term bonds, which are
do not necessarily move less volatile than funds
in accordance with the emphasizing longer-term bonds.
United States stock
market.
<PAGE>
Proposed These would include o The Adviser will
Investment investment companies monitor and respond to
Strategies that invest in foreign changing economic and
and stocks and bonds, real market conditions and
Techniques estate and other then, if necessary,
(cont'd) tangible assets, as reposition the assets
well as investment of the Portfolio. The
companies that Adviser uses a number
concentrate their of techniques to make
assets in one segment investment decisions,
of the equities market. one of which is trend
analysis. Trends are
o The Adviser will analyzed by using a
monitor and respond to variety of technical
changing economic and and fundamental
market conditions and indicators.
then, if necessary,
reposition the assets
of the Portfolio. The
Adviser 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.
The above summary of current and proposed investment strategies and
techniques of the New Century Capital Portfolio and the New Century I Portfolio
is qualified in its entirety by the complete statements of the Portfolios'
investment policies set forth in Appendix A and Appendix B, respectively.
The investment strategies and techniques proposed in the table above would
be nonfundamental policies in order to provide the Fund's Board of Trustees with
the flexibility to make changes to such policies without obtaining shareholder
approval each time that a policy change is desired. This flexibility would spare
the Fund the expenses associated with proxy solicitations and shareholder
meetings and would make it easier for the Fund's portfolio managers to respond
more rapidly to changing market and regulatory conditions. Shareholders would,
of course, receive advanced notice of any investment policy changes that have
been approved by the Board of Trustees.
The proposed investment policies restate each Portfolio's investment
strategies and techniques more clearly and accurately. The proposed changes
place greater emphasis on the Adviser's use of momentum and trend analysis among
equity and fixed income performance sectors. Under both the current and proposed
investment policies, each Portfolio would invest primarily in registered
investment companies and reserve the right to invest in other securities under
certain circumstances. Although the Portfolios will no longer be required to
remain substantially invested in registered investment company shares, it is not
anticipated that the proposed changes will have any material impact on the
investments in the Portfolios or the way that the Portfolios are currently
managed. However, the proposed changes would broaden each Portfolio's ability to
invest in individual stocks and other investments to react to changing market
conditions.
(c) Elimination of Certain Fundamental Investment Restrictions:
The Portfolios' fundamental investment restrictions, as set forth in the
Prospectus and Statement of Additional Information, currently contain
restrictions against making certain types of investments based upon prohibitions
in the Investment Company Act of 1940, as well as the various state securities
laws. On October 11, 1996, the National Securities Markets Improvement Act of
1996 created a national system of regulating mutual funds by preempting state
blue sky laws that required the registration or qualification of such
securities. As a result of this legislation, investment companies are no longer
governed by state securities laws restricting an investment company's
investments. Management of the Funds desires to eliminate all such restrictions
with respect to the Portfolios. Accordingly, it is proposed that the following
fundamental restrictions on both Portfolios' investment activities, previously
imposed by the state securities laws, be eliminated:
o investing in the securities of any company if, to the knowledge of
the Portfolio, any officer or director of Weston or the Adviser owns more than
.5% of the outstanding securities of such company and such officers and
directors (who own more than .5%) in the aggregate own more than 5% of the
outstanding securities of such company.
o purchasing oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the Portfolios may
invest in the securities of companies which invest in or sponsor such programs;
o selling securities short.
At the present time, neither Portfolio intends to engage in the foregoing
investment activities. None of the foregoing restrictions that are proposed to
be deleted are expected to have any material impact upon the Portfolios'
continued operations.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS APPROVE
THE PROPOSED CHANGES TO EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT
POLICIES.
PROPOSAL NO. 4
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS FOR THE FUND
Shareholders are being asked to approve a new investment advisory
agreement for each Portfolio (the "New Agreements") with Weston Financial Group,
Inc. (the "Adviser") to replace the Fund's current investment advisory
agreements with the Adviser. The reason that shareholders are being asked to
approve the New Agreements is that the Adviser plans to merge with Weston
Advisors, Inc., an affiliated company, in a transaction (the "Merger") that will
result in a change of control of the Adviser. The change of control of the
Adviser might be deemed under the Act to cause automatic termination of the
Fund's investment advisory agreements. The New Agreements contain the same terms
and conditions as the current investment advisory agreements, except for
effective dates and termination dates.
The following summary provides information about the Adviser, the current
investment advisory agreements, the Merger and the New Agreements.
Information Concerning the Fund's Investment Adviser
The Adviser is a Massachusetts corporation organized on March 30, 1981.
The Adviser supervises the investment of the assets of the Portfolios in
accordance with their respective objectives, policies and restrictions. The
Adviser's current Directors and Officers are I. Richard Horowitz, President and
Director, Joseph Robbat, Jr., Treasurer and Director, and Douglas A. Biggar,
Clerk and Director, each of whom currently owns 33 1/3% of the Adviser's voting
shares. Additional shares of the Adviser's non-voting Common and Preferred
stock, representing approximately 5% of the Adviser's total stockholders equity
on a fully diluted basis, are held by various employees and outside investors.
The principal occupations of Mr. Robbat and Mr. Biggar are described above under
Proposal No. 1. Mr. Horowitz' principal occupations are serving as Director and
President of the Adviser and as President of Weston Securities Corp.
Information Concerning the Current Investment Advisory Agreements
Subject to the supervision of the Board, the Adviser provides portfolio
management, research and analysis, advice and recommendation with respect to the
purchase and sale of securities for each Portfolio pursuant to investment
advisory agreements between the Fund, on behalf of each Portfolio, and the
Adviser dated February 28, 1990 (the "Advisory Agreements"). The Adviser also
keeps certain books and records in connection with its services to the Fund.
The Advisory Agreements provide that the Adviser will pay the salaries and
expenses of all its personnel and all expenses incurred by it in the ordinary
course of performing its duties under such Agreements. All costs and expenses
not expressly assumed by the Adviser under the Agreements shall be paid by the
Fund or its Administrator including, but not limited to, the expenses incurred
in: the maintenance of its corporate existence; the maintenance of its own
books, records and procedures; dealing with its own shareholders; the payment of
dividends; transfer of stock, including issuance, redemption and repurchase of
shares; preparation of share certificates; reports and notices to shareholders;
calling and holding of shareholders' meetings; miscellaneous office expenses;
brokerage commissions; custodian fees; legal and accounting fees; the fees and
expenses of the Fund's non-interested Trustees; and taxes. However, incremental
expenses relating to the consideration of the advisory agreements, as described
in this Proxy Statement, will be borne by the Adviser.
Pursuant to the Advisory Agreements, the Adviser is entitled to an annual
fee, payable monthly, of 1.00% of each Portfolio's average daily net assets for
the first $100 million in assets and 0.75% of the assets exceeding that amount.
For the fiscal year ended October 31, 1997, the New Century Capital Portfolio
paid investment advisory fees of $703,591 and the New Century I Portfolio paid
investment advisory fees of $455,053. The Advisory Agreements were last approved
by the Trustees of the Fund on January 8, 1998 and by the shareholders of the
respective Portfolios on March 14, 1990.
The Adviser also serves as the Portfolios' Administrator under an
agreement with each Portfolio which provides that the Adviser will furnish each
Portfolio with office facilities, and with any ordinary clerical and bookkeeping
services not furnished by the custodian, transfer agent or distributor. As
compensation for its services as an administrator, the Adviser receives an
amount equal to the salaries and expenses of the personnel who perform the
administrative duties. For the fiscal year ended October 31, 1997, the Adviser
received $58,965 from the New Century Capital Portfolio and $27,593 from the New
Century I Portfolio for administrative services.
The Fund's Distributor, Weston Securities Corp., is an affiliate of the
Adviser and receives payments from the Portfolios to pay expenses of
distributing Portfolio shares pursuant to Distribution Plans adopted pursuant to
Rule 12b-1 under the Act. For the fiscal year ended October 31, 1997, the New
Century Capital Portfolio paid Rule 12b-1 fees to Weston Securities Corp. of
$98,615, and the New Century I Portfolio paid Rule 12b-1 fees of $82,481.
The Adviser shall not be liable for any error of judgment or mistake of
law for any loss suffered by the Fund in rendering services under the Advisory
Agreements except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of it
duties or from reckless disregard by it of its obligations and duties under the
Advisory Agreement.
The Advisory Agreements remain in effect from year to year if specifically
approved at least annually by vote of "a majority of the outstanding voting
securities" of the Fund, as defined under the Act, or by the Board of Trustees
and, in either event, by the vote of a majority of the Trustees who are not
parties to the Advisory Agreements or interested persons of any such party, cast
in person at a meeting called for such purpose.
The Advisory Agreements may be terminated without penalty at any time on
not more than sixty (60) days' nor less than thirty (30) days' written notice by
the Fund, by vote of the holders of a majority of the Fund's outstanding voting
securities or by Weston Financial Group, Inc. The Advisory Agreements will
terminate automatically in the event of their assignment (as defined in the
Act).
The Merger, which will cause a change of control of the Adviser, may be
deemed to be an "assignment" (as defined in the Act) of the Advisory Agreements.
Such an assignment triggers automatic termination of the Advisory Agreements
pursuant to their terms as required under the Act. Thus, in order for the Fund
to continue to receive the investment management services it now receives from
the Adviser, it will be necessary for the Fund, on behalf of each Portfolio, to
enter into new investment advisory agreements with the Adviser to become
effective at the time of the consummation of the Merger. Except for the
effective date and termination date, the New Agreements contain the same terms
as the current Advisory Agreements (See "Information Concerning the New
Investment Advisory Agreements," below).
If the New Agreements are not approved by the shareholders of the
Portfolios, the Trustees of the Fund will consider what other action is
appropriate based upon the best interests of the shareholders.
Information Concerning the New Investment Advisory Agreements
The New Agreements are identical to the Advisory Agreements, except for a
change in the effective date and termination date. A form of the New Agreements
is attached to this Proxy Statement as Exhibit C.
It is anticipated that the New Agreements will be dated as of the
effective date of the Merger, which is expected to occur on October 31, 1998,
and will continue in effect for an initial term of two years, and may continue
thereafter from year to year if specifically approved at least annually by vote
of "a majority of the outstanding voting securities" of the Fund, as defined
under the Act, or by the Board of Trustees and, in either event, by the vote of
a majority of the Trustees who are not parties to the New Agreements or
interested persons of any such party, cast in person at a meeting called for
such purpose.
Evaluation of the New Agreements by the Board
The Board met on January 8, 1998 to consider the Merger and its
anticipated effects upon the investment management and other services the
Adviser currently provides to the Fund. The Board, including a majority of the
Trustees who are not parties to the investment advisory agreements or interested
persons of any such party, unanimously voted to approve the New Agreements and
to recommend the New Agreements to shareholders for their approval.
In considering the New Agreements, the Trustees considered that the terms
of the New Agreements do not contemplate any change in (i) the management or
operations of the Adviser relating to the Fund; (ii) the personnel managing the
Fund or (iii) the shareholder services or other business activities of the Fund.
The Adviser has informed the Board of Trustees that the Merger is not expected
to result in any changes to the foregoing and that at present they have no plans
or proposals to make any changes in the business or composition of senior
management or personnel of the Adviser or in the manner in which the Adviser
currently renders services to the Fund. Following the consummation of the
Merger, the Adviser is expected to continue to operate in substantially the same
manner as it presently operates. There can be no assurances, however, that
changes may not occur. If, after the consummation of the Merger, changes in the
Adviser are proposed that might materially affect its services to the Fund, the
Board of Trustees will consider the effect of those changes and take such action
as it deems advisable under the circumstances.
Information Concerning Weston Advisers, Inc. and the Proposed
Merger
Pursuant to an Agreement and Plan of Merger, Weston Advisers, Inc. will be
merged with and into the Adviser, and the Adviser will be the surviving
corporation. Upon effectiveness of the Merger (i) the Board of Directors of the
Adviser will be increased from three to six members and Ronald A. Sugameli,
Wayne M. Grzecki and Robert I. Stock will be added to the Fund's Board of
Directors and (ii) the Adviser will issue an additional 233,333 shares of voting
Common Stock to each of these new Directors, which is the same number of voting
shares held by each current Director. As a result, the voting interests of the
current Directors will be diluted, and each Director after the Merger will own
16.667% of the total outstanding voting shares of the Adviser. Thus, the three
Directors, who are presently deemed to control the Adviser through their
beneficial ownership of more than 25% of the Adviser's voting shares, will lose
their status as controlling stockholders, and no person will be deemed to
control the Adviser after the Merger.
The Adviser and the investment philosophy and procedures of the Adviser
will not change after the Merger, nor will the current investment personnel. The
Adviser, and therefore the Fund, may benefit from the Merger because they will
have access to the personnel and resources of Weston Advisors, Inc. Although the
Merger results in a change of control of the Adviser, it is expected that the
Adviser will continue to operate in the same manner.
Brokerage Allocation
The Adviser, in effecting the purchases and sales of portfolio securities
for the account of the Fund, currently seeks execution of trades at the most
favorable and competitive rate of commission charged by any broker, dealer or
member of an exchange. However, the Adviser reserves the right to seek execution
of trades at a higher rate of commission charges if reasonable in relation to
brokerage and research services provided to the Fund or the Adviser by such
member, broker, or dealer. Such services may include, but are not limited to,
the following: information as to the availability of securities for purchase or
sale and statistical or factual information or opinions pertaining to
investments. The Adviser 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 Adviser in connection with the Fund. Fund orders may be placed with
an affiliated broker-dealer, and in such case, the affiliated broker will
receive brokerage commissions. However, portfolio orders will be placed with
affiliates only where the price being charged and the services being provided
compare favorably with those which would be charged to the Fund by
non-affiliated broker-dealers, and with those charged by the affiliate to other
unaffiliated customers, on transactions of a like size and nature. Brokerage may
also be allocated to dealers in consideration of distribution of Fund shares but
only when execution and price are comparable to that offered by other brokers.
Weston Securities Corp. is an affiliated broker-dealer of the Fund.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF
EACH PORTFOLIO APPROVE THE PROPOSED INVESTMENT ADVISORY
AGREEMENT FOR THE PORTFOLIO.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
This Meeting of the shareholders of the Fund is a special meeting in lieu
of annual meeting, and will generally conduct only those matters set forth in
the Notice of the Meeting. The Board of Trustees knows of no other business to
be brought before the Meeting. However, if any other matters properly come
before the Meeting, it is the intention of the Board that proxies that do not
contain specific instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons designated therein as proxies.
* * * * *
Other Information
Weston Securities Corp. is the Distributor of the Fund's
shares. The address of the Distributor is 20 William Street,
Suite 330, Wellesley, Massachusetts 02481. First Data Investor
Services Inc., P.O. Box 61503, 3200 Horizon Drive, King of
Prussia, PA 19406-0903 is the Fund's Transfer Agent. As
discussed above, the Adviser serves as the Fund's administrator
under administration agreements with the Fund.
At the meeting of the Board of Trustees held on March 26, 1998, management
of the Fund recommended to the Board that the Fund change its name from "Weston
Portfolios" to "New Century Portfolios." Management believes that this will
reduce investor confusion that currently exists concerning the Fund's use of the
name "Weston" and its Portfolios' use of the name "New Century." In addition,
management recommended that the New Century I Portfolio change its name to "New
Century Balanced Portfolio," in order to give some indication of the Portfolio's
investment objective. Management also indicated to the Board that it is
considering entering into a program with a money market fund. Such a program
would allow shareholders of the Weston Portfolios to exchange shares into and
out of a money market fund, to have checkwriting privileges and to obtain other
services commonly provided by a money market fund. After considering these
recommendations, the Board approved the change of the Fund's name from "Weston
Portfolios" to "New Century Portfolios" and the change of New Century I
Portfolio's name to "New Century Balanced Portfolio." The Board directed and
authorized the officers of the Fund to take appropriate actions to effect these
name changes. The Board also directed management to keep it informed about the
possible establishment of a program with a money market fund.
Shareholder Reports
The Fund's most recent Annual Report for the fiscal year ended October 31,
1997 and the Fund's Semi-Annual Report, dated April 30, 1998 were previously
mailed to shareholders. Additional copies of the reports are available at no
cost to shareholders of the Fund upon request by contacting the Fund at 20
William Street, Suite 330, Wellesley, Massachusetts 02481 or by calling
1-888-639-0102.
Shareholder Proposals
Any shareholder who desires to submit a shareholder proposal may do so by
submitting such proposal in writing, addressed to the Fund, at 20 William
Street, Suite 330, Wellesley, Massachusetts 02481. The Fund is organized as a
Massachusetts business trust, and ordinarily does not hold annual shareholders
meetings. Any proposal received a reasonable time in advance of the preparation
of material relating to a future shareholder meeting will be included in such
material.
BY ORDER OF THE BOARD OF TRUSTEES
---------------------------------------
Douglas A. Biggar
Trustee
September 11, 1998
<PAGE>
APPENDIX A
New Century Capital Portfolio
Current Investment Policies The Portfolio's investment objective, and the
policies describing its key investment strategies, currently read as follows:
The New Century Capital Portfolio's objective is capital growth, with the
secondary objective being income while managing risk. It seeks to achieve
this objective by concentrating (investing more than 25% of the value of
its assets) in shares of other registered investment companies which
emphasize investments in growth stocks and by making other investments
selected in accordance with the Portfolio's investment restrictions and
policies. To generate its return, the Portfolio will use a variety of
investment techniques designed to generate net realized and unrealized
appreciation and secondarily interest and dividends.
To achieve its investment objective, the Adviser will attempt to determine
the prevailing trend in the equity market. When it is determined that
there is a prevailing upward trend in the equity market, more of the
Portfolio will be positioned in the securities pool. This strategy will
consist of moving into those investments which would most benefit from
such a trend. In general, this would consist of moving into those
registered investment companies which have a high proportion of their
assets in growth stocks. If the Adviser anticipates that the upward trend
should continue for some time, then the Portfolio may commit most, if not
all, of its funds to the securities pool. In choosing from among the
available investment companies the Adviser will, in its decision-making
process, consider among other things the prior performance of the
underlying investment company, its performance in both up and down
markets, the current make-up of its portfolio and the current investment
philosophy of the underlying investment company manager.
In an attempt to minimize to some extent the risk with the securities
pool, the Portfolio may invest a portion of its assets in those investment
companies that utilize different versions of so-called defensive
strategies. These defensive strategies may consist of, among other things,
the purchase of low beta stocks, a combination of stocks and bonds or
convertible bonds and the purchase of high dividend paying stocks. In
addition, in its securities pool, 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 which invest in foreign stocks and bonds and
gold and silver mining companies. To enhance the performance of the
securities pool, the Adviser may invest in so-called sector funds which,
in general, concentrate their assets in one segment of the equities
market.
When the Adviser anticipates a generally declining trend in the equity
market, the Adviser will begin to move funds into the cash pool purely as
a temporary defensive position. This is accomplished by moving from
investment companies with a high growth stock concentration to money
market funds, cash and cash equivalents. If the Adviser anticipates a
prolonged or significant decline, then the Portfolio may place most, if
not all, of its funds in the cash pool.
The Adviser will attempt to monitor and respond to changing economic and
market conditions and then, if necessary, reposition the Portfolio's
assets, depending on the trend analysis. Trends are analyzed by using a
variety of technical and fundamental indicators. The trends are determined
by the Advisor's judgment in light of current and past general economic
and market conditions. Among the factors which are included in the
analysis, but not limited to, are the direction of interest rates, fiscal
and monetary policy, economic growth, inflation rates, industry trends and
various moving averages. When a general rising trend in the securities
market is identified, the New Century Capital Portfolio will invest in
registered investment companies that concentrate primarily in growth
stocks.
Proposed Investment Policies The Portfolio's proposed investment policies
describing its key investment strategies would read as follows:
(Investment Objective)
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.
(Investment Policies and Strategies)
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 Adviser 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.
The Adviser 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.
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 Adviser will monitor and respond to changing economic and market
conditions and then, if necessary, reposition the assets of the Portfolio.
The Adviser 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>
APPENDIX B
New Century I Portfolio
Current Investment Policies The Portfolio's investment objective, and the
policies describing its key investment strategies, currently read as follows:
The New Century I Portfolio's objective is income, with the secondary
objective being growth while managing risk. It seeks to achieve this
objective by concentrating (investing more than 25% of the value of its
assets) in shares of registered investment companies which emphasize
investments in fixed income securities, preferred stocks and high dividend
paying stocks and by making other investments selected in accordance with
the Portfolio's investment restrictions and policies. To generate its
return, the Portfolio will use a variety of investment techniques designed
to generate primarily interest, dividends and other income and secondarily
net realized and unrealized appreciation in the value of the Portfolio's
portfolio of investment companies (including money market mutual funds),
cash equivalents (such as repurchase agreements or certificates of
deposit) and cash.
To achieve its investment objective, the Adviser will attempt to determine
the prevailing trend in fixed income and equities markets. When it is
determined that there is a prevailing upward trend in either market, the
Portfolio will be positioned in the securities pool. This strategy will
consist of moving into those investments which would most benefit from
such a trend. In general, but not necessarily, this would consist of
moving into a number of different investments. The majority would be in
investment companies emphasizing high interest and dividend paying
securities such as bonds, convertible bonds and preferred stocks. The
remainder would be in investment companies emphasizing equities. If the
Adviser anticipates that the upward trend should continue for some time,
then the Portfolio may commit most, if not all, of its funds to the
securities pool. In choosing from among the available investment companies
the Adviser will, in its decision-making process, consider among other
things the prior performance of the underlying investment company, its
performance in both up and down markets, the current make-up of its
portfolio and the current investment philosophy of the underlying
investment company's manager.
In an attempt to minimize to some extent the risk with the securities
pool, the Portfolio may invest in certain bond funds which differ in their
strategy as to the types of bonds they may hold. 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. To
minimize the risk in the securities pool, the investment manager does not
normally intend to invest in equity funds which would be characterized as
aggressive growth funds.
When the Adviser anticipates a generally declining trend in securities
markets, the Adviser will begin to move more funds into the cash pool by
moving from investment companies with high equity and bond concentrations
to money market funds, cash and cash equivalents. If the Adviser
anticipates a prolonged or significant decline, then the Portfolio may
place most, if not all, of its funds in the cash pool.
The Adviser will attempt to monitor and respond to changing economic and
market conditions and then, if necessary, reposition the Portfolio's
assets, depending on the trend analysis. Trends are analyzed by using a
variety of technical and fundamental indicators.
The trends are determined by Weston's Advisor's judgment in light of
current and past general economic and market conditions. Among the factors
which are included in the analysis, but not limited to, are the direction
of interest rates, trends in yields, fiscal and monetary policy, economic
growth, inflation rates, industry trends and various moving averages. In
the New Century I Portfolio, when a general rising trend in the fixed
income market is identified, the Portfolio will position itself in
registered investment companies, concentrating in fixed income securities.
If a general rising trend is identified in both the fixed income market
and the equity market, the Portfolio will position itself in registered
investment companies that concentrate in fixed income securities as well
as registered investment companies which emphasize investments in
preferred stock, and high dividend paying stocks.
Proposed Investment Policies The Portfolio's proposed investment policies
describing its key investment strategies would read as follows:
(Investment Objective)
The New Century I 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.
(Investment Policies and Strategies)
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). To produce its return, the Portfolio will use a variety of
investment techniques designed to generate primarily interest, dividends
and other income. The Adviser 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 Adviser 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.
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 Adviser will monitor and respond to changing economic and market
conditions and then, if necessary, reposition the assets of the Portfolio.
The Adviser 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.
APPENDIX C
WESTON PORTFOLIOS
PORTFOLIO
FORM OF INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made this _____ day of ___________, 1998 by
and between Weston Portfolios, a Massachusetts business trust (the "Trust") for
the Portfolio (the "Fund") and Weston Financial Group, Inc., a Massachusetts
corporation (the "Advisor").
BACKGROUND
The Fund, a series of the Trust, is organized and operated as an open-end
diversified management investment company, registered under the Investment
Company Act of 1940 as amended (the "1940 Act"). The Trust desires to retain the
Advisor to render investment advisory services to the Fund, and the Advisor is
willing to render such services on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. The Trust hereby appoints the Advisor to act as investment advisor to
the Fund for the period and on the terms set forth in this Agreement. The
Advisor accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
2. Subject to the supervision of the Board of Trustees of the Trust, the
Advisor shall manage the investment operations of the Fund and the composition
of the Fund's portfolio, including the purchase, retention and disposition
thereof, in accordance with the Fund's investment objectives, policies and
restrictions as stated in and limited by the statements contained in the various
documents filed with the U.S. Securities and Exchange Commission (the
"Commission") as such documents may from time to time be amended and subject to
the following understandings:
(a) The Advisor shall provide supervision of the Fund's investments
and determine from time to time what investments or securities, including
futures contracts, will be purchased, retained, sold or loaned by the Fund, and
what portion of the assets will be invested, hedged, or held uninvested as cash.
(b) The Advisor shall use its best judgment in the performance of its
duties under this Agreement.
(c) The Advisor, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Trust's Declaration of
Trust and Bylaws, and the Prospectus of the Fund and with the instructions and
directions of the Board of Trustees of the Trust, and will conform to and comply
with the requirements of the 1940 Act and all other applicable federal and state
laws and regulations.
(d) The Advisor shall determine the securities to be purchased or
sold by the Fund and will place orders pursuant to its determination with or
through such persons, brokers or dealers in conformity with the policy with
respect to brokerage as set forth in the Trust's Registration Statement and
Prospectus of the Fund or as the Board of Trustees may direct from time to time.
In providing the Fund with investment supervision, it is recognized that the
Advisor will give primary consideration to securing most favorable price and
efficient execution. Consistent with this policy, the Advisor may consider the
financial responsibility, research and investment information and other services
provided by brokers or dealers who may effect or be a party to any such
transaction or other transactions to which other clients of the Advisor may be a
party. It is understood that neither the Fund nor the Advisor has adopted a
formula for allocation of the Fund's investment transaction business. It is also
understood that it is desirable for the Fund that the Advisor have access to
supplemental investment and market research and security and economic analysis
provided by brokers who may execute brokerage transactions at a higher cost to
the Fund than may result when allocating brokerage to other brokers on the basis
of seeking the most favorable price and efficient execution. Therefore, the
Advisor is authorized to place orders for the purchase and sale of securities
for the Fund with such brokers, subject to review by the Trust's Board of
Trustees from time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such brokers may be
useful to the Advisor in connection with its services to other clients.
On occasions when the Advisor deems the purchase or sale of a security to
be in the best interest of the Fund as well as other clients, the Advisor, to
the extent permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate the securities to be so sold or purchased in order
to obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Advisor in
the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients.
(e) The Advisor shall maintain all books and records with respect to
the Fund's securities transactions required by subparagraphs (b)(5), (6) and
(11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the
Trust's Board of Trustees such periodic and special reports as the Board may
reasonably request.
(f) The Advisor shall provide the Fund's custodian and the Fund on
each business day with information relating to all transactions concerning the
Fund's assets.
(g) The investment management services provided by the Advisor
hereunder are not to be deemed exclusive, and the Advisor shall be free to
render similar services to others. While information and recommendations
supplied to the Fund shall, in the Advisor's judgment, be appropriate under the
circumstances and in light of investment objectives and policies of the Fund,
they may be different from the information and recommendations supplied to other
investment companies and customers. The Fund shall be entitled to equitable
treatment under the circumstances in receiving information, recommendations and
any other services, but the Fund shall not be entitled to receive preferential
treatment as compared with the treatment given to any other investment company
or customer.
(h) The Advisor shall perform such other services as are reasonably
incidental to the foregoing duties.
3. The Fund has delivered to the Advisor copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:
(a) Declaration of Trust of the Trust, and any amendments thereto
filed with the Secretary of the Commonwealth of Massachusetts (herein called the
"Declaration of Trust");
(b) Bylaws of the Fund (such Bylaws, as in effect on the date hereof
and as amended from time to time, are herein called the "Bylaws");
(c) Certified resolutions of the Board of Trustees of the Trust
authorizing the appointment of the Advisor and approving the form of this
Agreement;
(d) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed with
the Commission relating to the Fund and shares of beneficial interest in the
Fund and all amendments thereto;
(e) Notification of Registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission and all amendments thereto; and
(f) Prospectus of the Fund (such Prospectus, as currently in effect
and as amended or supplemented from time to time, being herein called the
"Prospectus").
(g) Any other documents filed with the Commission. The Advisor shall
have no responsibility or liability for the accuracy or completeness of the
Trust's Registration Statement under the 1940 Act or the Securities Act of 1933
except for information supplied by the Advisor for inclusion therein. On behalf
of the Fund the Trust agrees to indemnify the Advisor to the full extent
permitted by the Trust's governing instruments.
4. The Advisor shall authorize and permit any of its directors, officers
and employees who may be elected as trustees or officers of the Trust to serve
in the capacities in which they are elected. Services to be furnished by the
Advisor under this Agreement may be furnished through the medium of any of such
directors, officers or employees.
5. The Advisor agrees that no officer or director of the Advisor, or of
any affiliate of the Advisor, will deal for or on behalf of the Fund with
himself as principal or agent, or with any corporation, partnership or other
person in which he may have a financial interest, except that this shall not
prohibit:
(a) Officers and directors of the Advisor or of any affiliate of the
Advisor, from having a financial interest in the Fund, in the Advisor or in any
affiliate of the Advisor.
(b) Officers and directors of the Advisor, or of any affiliate of the
Advisor, from providing services to the Fund of a type usually and customarily
provided to an investment company, pursuant to a written agreement approved by
the Board of Trustees of the Fund, including a majority of the disinterested
trustees of the Fund (as defined in the 1940 Act).
(c) The purchase of securities for the Fund, or the sale of
securities owned by the Fund, through a security broker or dealer, one or more
of whose partners, officers or directors is an officer or a director of the
Advisor, provided such transactions are handled in the capacity of broker only
and provided commissions charged do not exceed customary brokerage charges for
such services.
6. If any occasion should arise in which the Advisor or any of its
officers or directors advises persons concerning the shares of the Fund, the
Advisor or such officer or director will act solely on its, her or his own
behalf and not in any way on behalf of the Fund.
7. The Advisor agrees that, except as herein otherwise expressly provided,
neither it nor any of its officers or directors shall at any time during the
period of this Agreement make, accept or receive, directly or indirectly, any
fees, profits or emoluments of any character in connection with the purchase or
sale of securities (except securities issued by the Fund) or other assets by or
for the Fund.
8. The Advisor shall keep the Fund's books and records required to be
maintained by it pursuant to paragraph 2 hereof. The Advisor agrees that all
records which it maintains for the Fund are the property of the Fund and it will
surrender promptly to the Fund any of such records upon the Fund's request. The
Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 of
the Commission under the 1940 Act any such records as are required to be
maintained by the Advisor pursuant to paragraph 2 hereof.
9. During the term of this Agreement, the Advisor will pay (i) the
salaries and expenses of all its personnel, and (ii) all expenses incurred by it
in the ordinary course of performing its duties hereunder, but not expenses
assumed by the Administrator of the Fund or the Fund pursuant to the
Administration Agreement. All costs and expenses not expressly assumed by the
Advisor under this Agreement shall be paid by the Administrator or the Fund,
including but not limited to: (i) interest and taxes, including but not limited
to all issue or transfer taxes chargeable to the Fund in connection with its
securities transactions; (ii) brokerage commissions; (iii) insurance premiums;
(iv) compensation and expenses of the Board of Trustees of the Fund; (v) legal
and audit expenses; (vi) fees and expenses of the Fund's Administrator,
custodian, distributor, transfer agent and accounting services agents; (vii)
expenses incident to the issuance of shares, including issuance on the payment
of, or reinvestment of, dividends; (viii) fees and expenses incident to the
registration under Federal or state securities laws of the Fund or its shares;
(ix) expenses of preparing, printing and mailing reports and notices and proxy
material to shareholders of the Fund; (x) all other expenses incidental to
holding meetings of the Trust's trustees and the Fund's shareholders and all
allocable communications expenses with respect to investor services and to
preparing, printing, and mailing prospectuses and reports to shareholders in the
amount necessary for distribution to the shareholders; (xi) dues or assessments
of or contributions to any trade association of which the Fund is a member;
(xii) such nonrecurring expenses as may arise, including litigation affecting
the Fund and the legal obligations which the Trust may have to indemnify its
officers and trustees with respect thereto; (xiii) all expenses which the Trust
agrees to bear in any distribution agreement or in any plan adopted by the Trust
on behalf of the Fund pursuant to Rule 12b-1 under the Act; and (xiv) all
corporate fees payable by the Fund to federal, state or other governmental
agencies.
10. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to the Advisor as full compensation therefor a fee
at an annualized rate of 1% of the Fund's average daily net assets for the first
$100 million in assets and .75% of the assets exceeding that amount. This fee
will be computed daily as of the close of business and will be paid to the
Advisor monthly within ten (10) business days after the last day of each month
and such advisory fee shall be adjusted, if necessary, at the time of the
payment due in the last month in the fiscal year of the Fund. The Advisory Fee
shall be prorated for any fraction of a month at the commencement or termination
of this Agreement.
11. In the event the expenses of the Fund for any fiscal year (including
the fees payable to the Advisor and the Fund's administrator, but excluding
interest, taxes, brokerage commissions, distribution fees, amortization of
organization expenses and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund's
business) exceed the limit set by applicable regulation of state securities
commissions, if any, the compensation due to the Advisor hereunder will be
reduced by twenty percent (20%) of the amount of such excess. If for any month
such expenses exceed such limitation after giving effect to the above reduction
of the fees payable to the Advisor and the Fund's administrator, the payment to
the Advisor for that month will be reduced or postponed so that at no time will
there be any accrued but unpaid liability under this expense limitation. Any
such reductions or payments are subject to readjustment during the year, and the
Advisor's obligation hereunder will be limited to the amount of its fee paid or
accrued with respect to such fiscal year.
12. The Advisor shall give the Fund the benefit of its best judgment and
effort in rendering service hereunder, but the Advisor shall not be liable for
any loss sustained by reason of the purchase, sale or retention of any
securities or hedging instrument, whether or not such purchase, sale or
retention shall have been based upon its own investigation or upon investigation
and research made by any other individual, firm or corporation. The Advisor
shall not be liable for any error of judgment or mistake of law for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. Any person
employed by the Advisor, who may be or become an employee of and paid by any
other entity affiliated with the Fund, such as the administrator, distributor,
or custodian to the Fund, shall be deemed, when acting within the scope of his
employment by such other affiliated entity, to be acting in such employment
solely for such other affiliated entity and not as the Advisor's employee or
agent.
13. This Agreement shall continue in effect for a period of more than two
(2) years from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be terminated by the Fund at any
time, without the payment of any penalty, by the Board of Trustees of the Fund
or by vote of a majority of the outstanding voting securities (as defined in the
1940 Act) of the Fund, or by the Advisor at any time, without the payment of any
penalty, on not more than sixty (60) days' nor less than thirty (30) days,
written notice to the other party. This Agreement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act).
14. Nothing in this Agreement shall limit or restrict the right of any of
the Advisor's directors, officers, or employees who may also be a trustee,
officer or employee of the Fund to engage in any other business or to devote his
time and attention in part to the management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict the Advisor's
right to engage in any other business or to render services of any kind to any
other corporation, firm, individual or association. Nothing in this Agreement
shall prevent the Advisor or any affiliated person (as defined in the 1940 Act)
of the Advisor from acting as investment advisor and/or principal underwriter
for any other person, firm or corporation and shall not in any way limit or
restrict the Advisor or any such affiliated person from buying, selling, or
trading any securities or hedging instruments for its or their own accounts or
for the account of others for whom it or they may be acting, provided, however,
that the Advisor expressly represents that it will undertake no activities
which, in its judgment, will adversely affect the performance of it obligations
to the Fund under the Agreement.
15. Neither this Agreement nor any transaction made pursuant hereto shall
be invalidated or in any way affected by the fact that trustees, officers,
agents and/or shareholders of the Fund are or may be interested in the Advisor,
or any successor or assignee thereof, as directors, officers, shareholders or
otherwise; that directors, officers, shareholders or agents of the Advisor are
or may be interested in the Fund as trustees, officers, shareholders or
otherwise; or that the Advisor or any successor or assignee, is or may be
interested in the Fund as shareholders or otherwise; provided, however, that
neither the Advisor nor any officer or director of the Advisor or of the Trust
shall sell to or buy from the Fund any property or security other than a
security issued by the Fund, except in accordance with an applicable order or
exemptive rule of the Commission.
16. Except as otherwise provided herein or authorized by the Board of
Trustees of the Trust from time to time, the Advisor shall for all purposes
herein be deemed to be an independent contractor and, except as expressly
provided or authorized in this Agreement, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund. The
Fund and the Advisor are not partners or joint ventures with each other and
nothing herein shall be construed so as to make them such partners or joint
ventures or impose any liability as such on either of them.
17. During the term of this Agreement, the Trust agrees to furnish the
Advisor at its principal office with all prospectuses, proxy statements, reports
to stockholders, sales literature, or other material prepared for distribution
to stockholders of the Fund or the public, which refer to the Advisor in any
way, prior to use thereof and not to use such material if the Advisor reasonably
objects in writing within five (5) business days (or such other time as may be
mutually agreed) after receipt thereof. In the event of termination of this
Agreement, the Trust will continue to furnish to the Advisor copies of any of
the above-mentioned materials which refer in any way to the Advisor. The Trust
shall furnish or otherwise make available to the Advisor such other information
relating to the business affairs of the Trust or of the Fund as the Advisor at
any time, or from time to time, reasonably requests in order to discharge its
obligations hereunder. The Trust agrees that, in the event that the Advisor
ceases to be the Fund's investment advisor for any reason, the Fund will (unless
the Advisor otherwise agrees in writing) promptly take all necessary steps to
propose to the shareholders at the next regular meeting that the Fund change to
a name not including the word "Weston." The Trust agrees that the word "Weston"
in its name is derived from the name of the Advisor and is the property of the
Advisor for copyright and all other purposes and that therefore such word may be
freely used by the Advisor as to other investment activities or other investment
products.
18. This Agreement may be amended by mutual consent, but the consent of
the Fund must be obtained in conformity with the requirements of the 1940 Act.
19. This Agreement shall be subject to all applicable provisions of law,
including, without limitation, the applicable provisions of the 1940 Act.
20. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
21. Compensation to be paid to the Advisor hereunder shall be separate and
distinct from organizational expenses, if any, to be reimbursed to the Advisor.
22. Limitation of Liability. The Declaration of Trust dated February 1,
1990, as amended from time to time, establishing the Trust, which is hereby
referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name Weston Portfolios means
the Trustees from time to time serving (as Trustees but not personally) under
Declaration of Trust. It is expressly acknowledged and agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
shareholders, Trustees, officers, employees or agents of the Trust, personally,
but shall bind only the trust property of the Trust, as provided in its
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by the President of the
Trust, acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust as provided in its Declaration
of Trust.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
WESTON PORTFOLIOS
By:__________________________
President
[Corporate Seal] Attest:_________________________________________________
Secretary
WESTON FINANCIAL GROUP, INC.
By:__________________________
President
[Corporate Seal] Attest:_________________________________________________
Secretary
BY SIGNING AND DATING THE BACK OF THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
WESTON PORTFOLIOS
NEW CENTURY I PORTFOLIO
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS - OCTOBER 16, 1998
The undersigned hereby constitutes and appoints Douglas A. Biggar and
Wayne M. Grzecki, or any of them, with power of substitution, as proxies to
appear and vote all of the shares of beneficial interest standing in the name of
the undersigned on the record date at the special meeting of shareholders of New
Century I Portfolio to be held at 20 William Street, Suite 330, Wellesley,
Massachusetts 02481 on the 16th day of October, 1998 at 10:00 a.m. local time,
or at any postponement or adjournment thereof; and the undersigned hereby
instructs said proxies to vote as indicated on this proxy card.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED IN THE FOLLOWING ITEMS. IF NO CHOICE IS SPECIFIED,
THEY WILL BE VOTED TO APPROVE EACH PROPOSAL. PLEASE REFER TO THE
PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS PROXY IS
SOLICITED ON BEHALF OF THE FUND'S BOARD OF TRUSTEES.
1. On the election of five Trustees
_____FOR all nominees listed (except as marked to thecontrary below)
_____WITHHOLD AUTHORITY to vote for all nominees listed below
Douglas A. Biggar (To withhold authority
Stanley H. Cooper for any individual
Michael A. Diorio nominee, place a line
Roger Eastman through the nominee's
Joseph Robbat, Jr. name)
2. To ratify the selection of Briggs Bunting and Dougherty, LLP as
independent public accountants of the Fund for the fiscal year ending
October 31, 1998.
FOR _____ AGAINST _____ ABSTAIN _____
3. To approve changes to the fundamental investment policies of the New
Century I Portfolio as described in the Proxy Statement.
FOR _____ AGAINST _____ ABSTAIN _____
4. To approve a new investment advisory agreement for the New Century I
Portfolio with Weston Financial Group, Inc.
FOR _____ AGAINST _____ ABSTAIN _____
5. To transact such other business as may properly come before the
Meeting.
_____________________________________________________________________________
SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH
JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS
AN EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
WESTON PORTFOLIOS
NEW CENTURY CAPITAL PORTFOLIO
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS - OCTOBER 16, 1998
______The undersigned hereby constitutes and appoints Douglas A. Biggar and
Wayne M. Grzecki, or any of them, with power of substitution, as proxies to
appear and vote all of the shares of beneficial interest standing in the name of
the undersigned on the record date at the special meeting of shareholders of New
Century Capital Portfolio to be held at 20 William Street, Suite 330, Wellesley,
Massachusetts 02481 on the 16th day of October, 1998 at 10:00. a.m. local time,
or at any postponement or adjournment thereof; and the undersigned hereby
instructs said proxies to vote as indicated on this proxy card.
______THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED IN THE FOLLOWING ITEMS. IF NO CHOICE IS SPECIFIED,
THEY WILL BE VOTED TO APPROVE EACH PROPOSAL. PLEASE REFER TO THE
PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS PROXY IS
SOLICITED ON BEHALF OF THE FUND'S BOARD OF TRUSTEES.
1. On the election of five Trustees
_____FOR all nominees listed (except as marked to thecontrary below)
_____WITHHOLD AUTHORITY to vote for all nominees listed below
Douglas A. Biggar (To withhold authority
Stanley H. Cooper for any individual
Michael A. Diorio nominee, place a line
Roger Eastman through the nominee's
Joseph Robbat, Jr. name)
2. To ratify the selection of Briggs Bunting and Dougherty, LLP as
independent public accountants of the Fund for the fiscal year ending
October 31, 1998.
FOR _____ AGAINST _____ ABSTAIN _____
3. To approve changes to the fundamental investment policies of New
Century Capital Portfolio as described in the Proxy Statement.
FOR _____ AGAINST _____ ABSTAIN _____
4. To approve a new investment advisory agreement for the New Century
Capital Portfolio with Weston Financial Group, Inc.
FOR _____ AGAINST _____ ABSTAIN _____
5. To transact such other business as may properly come before the
Meeting.
_____________________________________________________________________________
SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH
JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS
AN EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
C:\westpxy.txt
