NEW CENTURY PORTFOLIOS
497, 1999-06-25
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                                   PROSPECTUS

                             NEW CENTURY PORTFOLIOS

                                February 26, 1999
                            As Amended June 25, 1999

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

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

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


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

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

<PAGE>


New Century Portfolios

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

Prospectus
February 26, 1999
As Amended June 25, 1999



     Table of Contents                                                      Page
Summary Investment Objectives And Policies                                    1
     Investment Objectives                                                    1
     Investment Policies                                                      1
          New Century Capital Portfolio                                       1
          New Century Balanced Portfolio                                      2
Risk Factors                                                                  3
Past Performance                                                              3
Fund Expenses                                                                 6
More Investment Policies Of Each Portfolio                                    7
         Investments in Individual Securities                                 7
         Trend Analysis                                                       7
         Investments In Investment Companies And
                The Investment Company Industry                               8
         Underlying Funds                                                    10
         Money Market Securities                                             11
More Investment Performance                                                  13
Investment Advisor                                                           14
Distribution of Shares                                                       15
Buying Shares                                                                16
Exchanging Shares                                                            16
Selling (Redeeming) Shares                                                   17
         Mail Redemptions                                                    17
         Telephone Redemptions                                               18
         Account Minimum                                                     18
         Redemptions In-Kind                                                 18
Distributions                                                                19
         Frequency                                                           19
         Reinvestment                                                        19
         Taxes                                                               19
         Tax Withholding                                                     20
Transaction Procedures and Special Requirements                              20
         Share Price                                                         20
         How and When Priced                                                 20
         Proper Form                                                         21
         Written Instructions                                                21
         Joint Accounts                                                      21
         Signature Guarantees                                                21
         Telephone                                                           22
Other Services                                                               22
         Automatic Investment Program                                        22
         Systematic Withdrawal Programs                                      22
         Special Plans                                                       22
         Statements and Reports                                              23
Financial Highlights                                                         24



<PAGE>




                   Summary Investment Objectives And Policies

Investment Objectives

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

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

Investment Policies

New Century Capital Portfolio

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

The Advisor  may invest a portion of the  Portfolio  assets in those  investment
companies  that use  different  versions of so-called  defensive  strategies  to
minimize  risk.  These  defensive  strategies  may include  the  purchase of low
volatility stocks, a combination of stocks and bonds or convertible bonds, money
market funds, cash and cash equivalents, as well as high dividend paying stocks.

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

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

New Century Balanced Portfolio

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

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

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

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

                                  Risk Factors

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

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

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

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

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

                                Past Performance

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

         [OBJECT OMITTED]

         Best Quarter Q 4 '98 = 20.62%
         Worst Quarter Q3 '90= -- 15.02%


         [OBJECT OMITTED]

         Best Quarter Q4 '98 = 12.17% Worst Quarter Q3 '90 = -- 9.35%



<PAGE>

<TABLE>
<CAPTION>

               Average Annual Total Return as of December 31, 1998

<S>                                               <C>                      <C>                      <C>
                                                                                                   Inception
                                                   1 Year                 5 Years               (Jan. 31, 1989)
                                                   ------                 -------               ---------------
New Century Capital Portfolio                      20.09%                 17.32%                    14.03%
New Century Balanced Portfolio                     13.48%                 12.61%                    11.29%
S&P Index                                          28.58%                 24.05%                    18.53%

</TABLE>



<PAGE>


                                  Fund Expenses

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

<TABLE>
<CAPTION>

<S>                                                                           <C>                        <C>

Shareholder Fees (fees paid directly from your investment)                 New Century              New Century
                                                                        Capital Portfolio       Balanced Portfolio
     Maximum Sales Charge (Load) Imposed on Purchases                          none                    None

     Maximum Deferred Sales Charge (Load)                                      none                    None

     Redemption Fee                                                            none                    None

     Exchange Fee                                                              none                    None

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

     Management and Advisory Fees                                             1.00%                    1.00%

     Distribution (12b-1) Fees                                                0.18%                    0.17%

     Other Expenses                                                           0.26%                    0.29%
                                                                              -----                    -----

     Total Annual Operating Expenses                                          1.44%                    1.46%
                                                                              =====                    =====

</TABLE>


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

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

<TABLE>
<S>                                               <C>         <C>          <C>            <C>
                                                  1 year      3 years      5 years      10 years
                                                  ------      -------      -------      --------

New Century Capital Portfolio                    $147       $456          $787        $1,724

New Century Balanced Portfolio                   $149       $462          $797        $1,746

</TABLE>


<PAGE>


                   More Investment Policies of Each Portfolio

Investments in Individual Securities

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

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

                                          Moody's              Standard & Poor's

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

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

Trend Analysis

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

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

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

Investments In Investment Companies And The Investment Company Industry

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

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

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

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

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

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

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

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


Underlying Funds

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

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

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

Foreign Currency Transactions.  In connection with its portfolio transactions in
securities  traded in a foreign  currency,  an  underlying  fund may enter  into
forward  contracts  to  purchase  or sell an agreed  upon  amount of a  specific
currency at a future date which may be any fixed number of days from the date of
the  contract  agreed  upon by the  parties  at a price  set at the  time of the
contract.  Although  such  contracts  tend to minimize the risk of loss due to a
change in the value of the subject  currency,  they tend to limit any  potential
gain which  might  result  should the value of such  currency  change  favorably
during the contract period.

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

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

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

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

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

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

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

Money Market Securities

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

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

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

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

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

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

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

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



<PAGE>


                           More Investment Performance

The following line graph  illustrates the past performance of $10,000 in each of
the  Portfolios,  as compared to the Standard & Poor's 500 Index,  a broad-based
securities  index. The chart which appears after the line graph  illustrates the
average annual returns for one-year, five-year and since inception time periods.

 Comparisonof the Change in a $10,000  Investment in the New Century  Portfolios
           and the Standard & Poor's 500 Index as of October 31, 1998

     [OBJECT OMITTED]



<TABLE>
<CAPTION>


                          Average Annual Returns for the periods ended October 31, 1998 *

<S>                                                <C>                   <C>              <C>

                                                   1 Year                5 Year           Since Inception
                                                                                             (1/31/89)

New Century Capital Portfolio                      7.97%                 14.60%                12.74%

New Century Balanced Portfolio                     6.97%                 11.02%                10.56%

</TABLE>


*Average  annual  return for the  Portfolios  assumes  the  reinvestment  of all
dividends and distributions and the deduction of all fees and expenses.


Performance and data represent past performance. Investment return and principal
value of an investment in the Fund will fluctuate.  Your shares,  when redeemed,
may be worth more or less than their original cost.

The Trust's Annual Report contains further  information about the performance of
each Portfolio. (See the back cover for information about how to get a free copy
of the Annual Report.)

                               Investment Advisor

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

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

The fees paid  under the  Advisory  Agreements  are higher  than the  investment
advisory fees paid by most other mutual funds.  The Advisor  currently  provides
investment  advisory  services  for  approximately  $416  million  of  assets of
individuals,   trusts  and  estates.  The  Advisor  has  provided  discretionary
investment advisory services relating to investments in mutual funds since 1981.

Pursuant to its Advisory Agreement with each Portfolio,  the Advisor will manage
the assets of each Portfolio in accordance with the stated  objective,  policies
and restrictions of the Portfolio (subject to the supervision of the New Century
Portfolios' Board of Trustees and officers).  The Advisor will also keep certain
books and records in connection with its services to the New Century Portfolios.
The Advisor has also authorized any of its directors, officers and employees who
have been elected as Trustees or officers of the New Century Portfolios to serve
in the  capacities  in which they have been elected.  Services  furnished by the
Advisor  under the  agreement  may be  furnished  through the medium of any such
directors and officers.

As compensation for its services as investment  advisor,  the Advisor receives a
fee,  computed daily and payable  monthly,  at the annualized rate of 1% of each
Portfolio's  average  daily net assets for the first $100  million in assets and
 .75% of the assets exceeding that amount.  The Advisor's fee is higher than that
paid by most other investment  companies.  For the fiscal year ended October 31,
1998,  the  Advisor  received  $875,355  (1% of average  net assets) for the New
Century  Capital  Portfolio  and $533,425 (1% of average net assets) for the New
Century Balanced Portfolio.

The Advisor uses an investment  team approach to analyze  investment  trends and
strategies for the  Portfolios.  Members of the investment  team are responsible
for the continuous  review and  administration  of each  Portfolio's  investment
program,  subject to the objectives specified in the Prospectus and supplemental
guidelines approved by the New Century  Portfolios' Board of Trustees.  Wayne M.
Grzecki,  who has 21 years of investment  experience,  is the coordinator of the
team.  Mr. Grzecki has served in various  management  positions with the Advisor
since 1986 and is President of the New Century Portfolios. Douglas A. Biggar and
Ronald A. Sugameli are the other members of the team. Mr. Biggar, a Principal of
the Advisor and Trustee of the Portfolios, served as the New Century Portfolios'
portfolio manager from inception to 1994. Mr. Sugameli,  a Vice President of the
Portfolios,  has served in various  management  positions with the Advisor since
1984, advising individuals concerning financial planning and investment advice.

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

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

                             Distribution Of Shares

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

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

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


<PAGE>



                                 Buying Shares

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

                    First Data Investor Services Group, Inc.
                              211 South Gulph Road
                                 P.O. Box 61767
                            King of Prussia, PA 19406

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

Purchases are made at the net asset value per share next computed  after receipt
of your order by the Portfolio's  Transfer Agent,  First Data Investor  Services
Group, Inc. There is no sales load or charge assessed on the New Century Capital
Portfolio or the New Century Balanced Portfolio.

Each Portfolio  reserves the right in its sole  discretion (i) to waive or lower
investment minimums,  (ii) to accept initial purchases by telephone or mailgram,
(iii) to  refuse any  purchase or exchange order, including purchase orders from
any  investor  who  engages  in  excessive  purchases  and  redemptions in their
account. These actions will be taken when, in the sole discretion of management,
they are deemed to be in the best interest of the fund.

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

                                Exchanging Shares

You may  exchange  all or part  of  your  shares  into  any  other  New  Century
Portfolio,  at net asset  value.  The amount  invested  must equal or exceed the
required minimum investment of the Portfolio which is purchased.  If you request
an exchange, you will be sent a current prospectus and an exchange authorization
form to  authorize  the  exchange.  No fees or sales  loads are  charged for the
exchange privilege.

You may also  request  an  exchange  by  telephoning  the  Distributor  at (888)
639-0102  if  you  have  previously  submitted  the  telephone  exchange  option
available from the Portfolio. An exchange is technically a sale of one Portfolio
and the purchase of another, and is a taxable transaction.  The sale may involve
either a capital gain or loss to you for tax purposes. The exchange privilege is
subject to termination and its terms are subject to change.

                           Selling (Redeeming) Shares

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

You may sell shares by mail or by telephone.

Mail Redemptions

To sell shares by mail you must send us signed written instructions. The written
request must:

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

If you  would  like  your  redemption  proceeds  wired to a bank  account,  your
instructions should include:

     o    the  name,  address,  and  telephone  number  of the bank  where  you
          want the proceeds  sent o your bank  account  number
     o    the  Federal  Reserve  ABA Routing number.

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

The Transfer Agent may require additional  supporting  documents for redemptions
made by corporations,  executors,  administrators,  trustees and guardians.  The
Transfer  Agent will not consider a redemption  request to be complete  until it
receives  all required  documents  in proper form.  You should call the Transfer
Agent at (800)  441-8580  with  questions  about the proper form for  redemption
requests.  Delivery of the proceeds of a redemption of shares purchased and paid
for by check shortly  before the receipt of the request may be delayed until the
Portfolio  determines  that its Custodian  Bank has completed  collection of the
purchase  check which may take up to 15 days.  The Board of Trustees may suspend
the right of redemption or postpone the date of payment during any period when:

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

Telephone Redemptions

You may redeem shares by  telephoning  the  Distributor at (888) 639-0102 if you
have  previously  submitted the telephone  redemption  form  available  from the
Portfolio.  (Telephone  redemption  will not be available for shares held in tax
qualified  accounts,  for  amounts  less than  $5,000,  or for  shares for which
certificates are outstanding.) The proceeds will be paid to the registered share
owner(s):

     o    by mail at the address  specified on the Telephone Redemption Form, or
     o    by wire to the bank account designated on the Form.

All registered owners of an account must complete the Telephone  Redemption Form
and the signatures must be guaranteed as described  above.  The Portfolio or its
Distributor  may cancel the telephone  redemption  privilege at any time without
prior notice.  They may require the use of written  redemption  procedures  when
deemed necessary to protect the Portfolio and its shareholders.

We  will  not  be  responsible  for  any  losses  resulting  from   unauthorized
transactions if it follows reasonable procedures designed to verify the identity
of the caller. We will request personalized security codes or other information,
and may also record calls.  You should  verify the accuracy of your  transaction
statements immediately after you receive them.

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

Redemptions In-Kind

The  Portfolios  have  reserved  the  right  to  pay  redemption  proceeds by  a
distribution  in-kind of portfolio securities (rather than cash).   In the event
that the Portfolio makes an in-kind distribution,  you could incur brokerage and
transaction  charges  when converting the  securities  to cash.   You  could  be
required  to  comply  with normal  business procedures  to redeem  shares of  an
underlying  fund  and  could  experience   normal  processing  delays.   In-kind
redemptions will be  made when the Board determines that it would be detrimental
to a Portfolio to make payment in cash.

                                 Distributions

Frequency

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

Reinvestment

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

Dividend payments are not guaranteed,  are subject to the Board's discretion and
may vary with each payment.  The  Portfolios do not pay  "interest" or guarantee
any fixed rate of return on an investment in its shares.

Taxes

If you buy shares shortly before the record date,  any  distribution  will lower
the value of the Portfolio's  shares by the amount of the  distribution  and you
will then  receive a portion of the price you paid back in the form of a taxable
distribution.  If you are subject to federal  income taxes,  distributions  from
long-term capital gains are taxable as such,  whether paid in cash or reinvested
in shares and regardless of the length of time you have owned Portfolio  shares.
In addition,  dividends from net investment  income or net short-term gains will
be taxable to you as ordinary income, whether paid in cash or shares.

We will provide an  information  return to you describing the Federal tax status
of the dividends paid by a Portfolio  during the preceding  calendar year within
60 days after the end of each year as required  by present  tax law.  You should
consult  your  tax  advisor  concerning  the  state or  local  taxation  of such
dividends,   and  the  Federal,  state  and  local  taxation  of  capital  gains
distributions.  Dividends declared in October,  November or December of any year
to  investors  of record  will be deemed to have been paid and  received  by the
investors on December 31 of the year,  provided  such  dividends are paid before
February 1 of the following year.

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

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

                 Transaction Procedures and Special Requirements

Share Price

The  Net  Asset  Value  we use  when  you  buy or sell  shares  is the one  next
calculated after we receive your transaction request in proper form.

How and When Priced

The net asset value of a Portfolio share is determined as of 5 p.m. Eastern time
on each day the New York Stock  Exchange is open for  unrestricted  trading from
Monday through Friday.  Portfolio shares will not be priced on national holidays
when the New York Stock Exchange is closed. The net asset value is determined by
dividing  the  value of the  Portfolio's  securities,  plus  any cash and  other
assets, less all liabilities, by the number of shares outstanding.  Expenses and
fees of the  Portfolio,  including the advisory and the  distributor  fees,  are
accrued  daily and taken into  account  for the purpose of  determining  the net
asset value. Each Portfolio will value redeemable  securities issued by open-end
investment  companies at their  respective  net asset values last  computed at 5
p.m. A portfolio  security  listed or traded on a  securities  exchange  will be
valued at the last sale price on the security's  principal exchange on that day.
Listed securities not traded on an exchange that day, and other securities which
are traded in the  over-the-counter  market, will be valued at the last reported
bid price in the  market  on that  day,  if any.  Securities  for  which  market
quotations  are not  readily  available  and all other  assets will be valued at
their  respective  fair market  value as  determined  in good faith by, or under
procedures  established  by, the Board of Trustees.  The  Portfolios  will value
money market  securities  with less than sixty days  remaining to maturity  when
acquired  on an  amortized  cost  basis,  excluding  unrealized  gains or losses
thereon from the valuation. This is accomplished by valuing the security at cost
and then  assuming  a  constant  amortization  to  maturity  of any  premium  or
discount. If the Portfolio acquires a money market security with more than sixty
days  remaining  to its  maturity,  it will value the money  market  security at
current  market  value until the 60th day prior to  maturity.  The money  market
security will then be valued on an amortized  cost basis based upon the value on
such date  unless the Board  determines  during  such  60-day  period  that this
amortized cost value does not represent fair market value.

Proper Form
An order to buy shares is in proper form when we receive your signed shareholder
application and check. Written requests to sell or exchange shares are in proper
form when we receive signed written instructions,  with a signature guarantee if
necessary.  We must also receive any outstanding  share  certificates  for those
shares.

Written Instructions

Written instructions must be signed by all registered owners. To avoid any delay
in processing your transaction, they should include:

     o        Your name,
     o        The Portfolio's name
     o        A description of the request
     o        For exchanges, the name of the fund you are exchanging into
     o        Your account number
     o        The dollar amount or number of shares, and
     o        A telephone number where we may reach you during the day or in the
              evening, if preferred.

Joint Accounts

For accounts with more than one registered owner, we accept written instructions
signed only by one owner for certain types of transactions  or account  changes.
These include transactions or account changes you could also make by phone, such
as  certain  redemptions  of  $5,000  or  less,  exchanges  between  identically
registered accounts,  and changes to the address of record. For most other types
of   transactions   or  changes,   all  registered   owners  must  sign  written
instructions.

Please  keep in mind  that if you have  previously  told us that you do not want
telephone  exchange or redemption  privileges on your account,  then we can only
accept written  instructions  to exchange or redeem shares if they are signed by
all registered owners on the account.

Signature Guarantees

A signature guarantee verifies the authenticity of your signature. You should be
able to obtain a signature guarantee from a bank, broker,  credit union, savings
association,  clearing  agency,  etc.  The  Distributor  (888) 639 0102 may also
provide a signature guarantee

Signature guarantees must be included in a redemption request for:

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

A notarized signature is not sufficient.

Telephone

You may initiate many  transactions  and changes to your account by phone.  When
you call, we may request  personal or other  identifying  information to confirm
that instructions are genuine. We may also record calls. For your protection, we
may delay a transaction or not implement one if we are not reasonably  satisfied
that the instructions are genuine. If this occurs, we will not be liable for any
loss. We will also not be liable for any loss if we follow instructions by phone
that we  reasonably  believe  are  genuine  or if you are  unable  to  execute a
transaction by phone.

                                 Other Services

Automatic Investment Program

Our  automatic  investment  plan offers a convenient  way to invest in the Fund.
Under the plan you can have money transferred  automatically  from your checking
account to the Fund each month to buy additional  shares.  If you are interested
in this program,  please refer to the shareholder application included with this
prospectus.  The market value of the Fund's share may fluctuate and a systematic
investment plan such as this will not assure a profit or protect against a loss.
You may  discontinue  the program at any time by notifying the Transfer Agent or
Distributor by mail or phone.

Systematic Withdrawal Programs

Our  systematic  withdrawal  plan  allows you to sell your  shares  and  receive
regular payments from your account on a monthly,  quarterly or annual basis. The
value of your account must be at least $10,000 and the minimum  payment for each
withdrawal must be at least $50.00.

If you would like to establish a systematic withdrawal plan, please complete the
systematic withdrawal section of the shareholder  application included with this
prospectus  and indicate how you would like to receive your  payments.  When you
sell  your  shares  under  a  systematic   withdrawal  plan,  it  is  a  taxable
transaction.

Special Plans

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

Statements and Reports

We will send you the following statements and reports on a regular basis:

     o    Confirmation and account  statements  reflecting  transactions in your
          account,  including additional  purchases and dividend  reinvestments.
          Please verify the accuracy of your statements when you receive them.

     o    Financial reports of the fund will be sent every six months.




<PAGE>


                          NEW CENTURY CAPITAL PORTFOLIO

<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS


(For a Share Outstanding Throughout each Period)

<S>                                               <C>        <C>         <C>         <C>        <C>

                                                                Years ended October 31,
                                                  1998       1997        1996        1995        1994
                                               ---------    -------   ---------   ---------   ---------

PER SHARE OPERATING PERFORMANCE
    Net asset value, beginning of period         $14.67      $13.51      $13.12      $12.31      $ 12.74
                                                 ------      ------      ------      ------      -------

    Income (loss) from investment operations
       Net investment loss                        (0.09)      (0.10)      (0.09)      (0.06)       (0.08)
       Net gain on securities
          (both realized and unrealized)           1.18        3.29        1.90        2.16         0.64
                                                 ------      ------      ------      ------      -------
          Total from investment operations         1.09        3.19        1.81        2.10         0.56
                                                 ------      ------      ------      ------      -------

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

    Net asset value, end of period               $14.30      $14.67      $13.51      $13.12      $ 12.31
                                                 ======      ======      ======      ======      =======

TOTAL RETURN                                       7.97 %     27.22 %     14.91 %     19.60 %       4.70 %

RATIOS/SUPPLEMENTAL DATA
    Net assets, end of year                     $90,164     $78,391     $62,741     $50,889     $ 37,968
    Ratio of expenses to
       average net assets                          1.44 %      1.43 %      1.47 %      1.61 %       1.60 %
    Ratio of net investment loss to
       average net assets                         -0.67 %     -0.76 %     -0.69 %     -0.52 %      -0.68 %
    Portfolio turnover Rate                         102 %        93 %       214 %       206 %        107 %



</TABLE>



<PAGE>


                         NEW CENTURY BALANCED PORTFOLIO
<TABLE>
<CAPTION>


FINANCIAL HIGHLIGHTS




(For a Share Outstanding Throughout each Period)

<S>                                          <C>         <C>          <C>       <C>         <C>

                                                            Years ended October  31,
                                                1998     1997        1996        1995         1994
                                            ---------   -------   ---------   ---------   ----------

PER SHARE OPERATING PERFORMANCE
    Net asset value, beginning of period     $ 13.23     $ 12.21     $ 11.82     $ 11.22      $11.94
                                             -------     -------     -------     -------      ------

    Income from investment operations
       Net investment income (loss)             0.21        0.21        0.18        0.24        0.20
       Net gain (loss) on securities
          (both realized and unrealized)        0.66        2.01        1.30        1.28       (0.05)
                                             -------     -------     -------     -------      ------
          Total from investment operations      0.87        2.22        1.48        1.52        0.15
                                             -------     -------     -------     -------      ------

    Less distributions
       Dividends from net investment income    (0.21)      (0.21)      (0.18)      (0.24)      (0.19)
       Distributions from capital gains        (1.06)      (0.99)      (0.91)      (0.68)      (0.68)
                                             -------     -------     -------     -------      ------
          Total distributions                  (1.27)      (1.20)      (1.09)      (0.92)      (0.87)
                                             -------     -------     -------     -------      ------

    Net asset value, end of period           $ 12.83     $ 13.23     $ 12.21     $ 11.82      $11.22
                                             =======     =======     =======     =======      ======

TOTAL RETURN                                    6.97 %     19.64 %     13.24 %     14.93 %      1.26 %

RATIOS/SUPPLEMENTAL DATA
    Net assets, end of year                 $ 56,190    $ 48,893    $ 40,423    $ 30,124     $23,803
    Ratio of expenses to
       average net assets                       1.46 %      1.41 %      1.61 %      1.72 %      1.73 %
    Ratio of net investment income to
       average net assets                       1.51 %      1.58 %      1.45 %      2.14 %      1.57 %
    Portfolio turnover Rate                       59 %        80 %       172 %       191 %       130 %


</TABLE>





<PAGE>


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

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

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

TRANSFER AGENT
First Data Investor Services Group, Inc.
211 South Gulph Road
P.O. Box 61767
King of Prussia, PA 19406

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

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


<PAGE>


                             ADDITIONAL INFORMATION

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

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

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

The SAI and Annual and Semi-Annual  Reports are available free of charge. To get
these materials and other information about the portfolios:

     o    Call collect or write New Century Portfolios as shown below.

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

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

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





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












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