-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9rGBWsDtAHJTAruobmww1bB/Jld/MVS/TqY2863dJJPPSzjibv0OxKFxqRpjdjz LMp4c3S7kI94F2JP1S99lQ== 0001003550-98-000036.txt : 19980820 0001003550-98-000036.hdr.sgml : 19980820 ACCESSION NUMBER: 0001003550-98-000036 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981016 FILED AS OF DATE: 19980819 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTON PORTFOLIOS CENTRAL INDEX KEY: 0000838802 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 811-05646 FILM NUMBER: 98694582 BUSINESS ADDRESS: STREET 1: 20 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02181 BUSINESS PHONE: 7812357055 MAIL ADDRESS: STREET 1: 20 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02181 FORMER COMPANY: FORMER CONFORMED NAME: WESTON PORTFOLIOS INC DATE OF NAME CHANGE: 19920621 PRE 14A 1 PRELIMINARY PROXY 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: - ----------------------------------------------------------- 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. 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 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. 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 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. 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. 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. 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 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. 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. EX-99.B5 2 FORM OF INVESTMENT ADVISORY AGREEMENT 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. 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 EX-99 3 PROXY CARD 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----