EXHIBIT 23(H)(1)(B)
ADMINISTRATION AGREEMENT
NEW CENTURY PORTFOLIOS
ADMINISTRATION AGREEMENT made this 1st day of November, 2007 by and
between New Century Portfolios, a Massachusetts business trust (the "Trust") and
Weston Financial Group, Inc., a Massachusetts corporation (the "Administrator").
BACKGROUND
----------
The Trust is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act") and presently
offers shares of beneficial interest in separate series (each a "Fund," and
collectively, the "Funds"), as listed on SCHEDULE A (as such Schedule may, from
time to time, be supplemented or amended). Each Fund has been organized for the
purpose of investing its assets in securities and has retained an investment
advisor for this purpose. The Trust desires to avail itself of the facilities
available to the Administrator with respect to the administration of its
day-to-day affairs, and the Administrator is willing to furnish such
administrative 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, on behalf of each of the Funds, hereby appoints the
Administrator to administer the Trust's affairs, subject to the overall
supervision of the Board of Trustees of the Trust, for the period and on the
terms set forth in this Agreement. The Administrator hereby accepts such
appointment and agrees during such period to render the services herein
described and to assume the obligations set forth herein, for the compensation
herein provided.
2. (a) Subject to the supervision of the Board of Trustees of the Trust,
the Administrator shall administer to the Trust's affairs and, in connection
therewith, shall furnish the Trust with office facilities, and shall be
responsible for: (i) maintaining the Trust's books and records (other than books
and records being maintained by the Trust's custodian, transfer agent,
distributor or accounting services agent); (ii) overseeing the Trust's insurance
relationships; (iii) preparing for each Fund (or assisting counsel and/or
auditors in the preparation of) all required tax returns, proxy statements and
reports to the Funds' shareholders and Trustees and reports to and other filings
with the U.S. Securities and Exchange Commission and any other governmental
agency (the Trust agreeing to supply or to cause to be supplied to the
Administrator any necessary financial and other information in connection with
the foregoing); (iv) preparing such applications and reports as may be necessary
to register or maintain the Trust's registration and/or the registration of the
shares of its Funds under the securities or "blue-sky" laws of the various
states (the Trust agreeing to pay all filing fees or other similar fees in
connection therewith); (v) responding to all inquiries or other communications
of shareholders and broker-dealers, if any, which are directed to the
Administrator, or, if any such inquiry or communication is more properly to be
responded to by the Trust's transfer agent, custodian, distributor, or
accounting services agent, overseeing their
response thereto; (vi) overseeing all relationships between the Trust and its
custodian, transfer agent, distributor, accounting services agent and blue sky
agent, including the negotiation of agreements in relation thereto and the
supervision of the performance of such agreements; and (vii) authorizing and
directing any of the Administrator's 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. All services to be furnished by the Administrator under
this Agreement may be furnished through the medium of any such directors,
officers or employees of the Administrator. The Trust authorizes the
Administrator to appoint and contract with other parties to perform certain of
the services to be furnished by the Administrator under this Agreement, subject
to ratification by the officers of the Trust and any such contract shall be
countersigned by the Trust to confirm such ratification. The Trust, on behalf of
each Fund, represents that it will cooperate with the Administrator and any
other parties retained by the Administrator under this Agreement in the
performance of services to be rendered by the Administrator or any other parties
retained by the Administrator. The Trust, on behalf of each Fund, further
represents that it will indemnify and hold the Administrator harmless from and
against any loss, liability and expense, including any legal expenses arising
from failure of the Trust to so cooperate with the Administrator and other
parties retained by the Administrator to perform services under this Agreement,
or arising from any error, omission, inaccuracy or other deficiency in
information provided by the Trust, or the failure of the Trust to provide any
portion of such or any information needed by the Administrator or any parties
retained by the Administrator to perform the services to be rendered under this
Agreement.
(b) In connection with the services rendered by the Administrator
under this Agreement, the Administrator will bear all of the following expenses:
(i) All expenses incurred by the Administrator in connection
with administering the ordinary course of each Fund's business (other than those
assumed by each Fund herein); and
(ii) The fees of any party with whom the Administrator may
contract to perform certain of the services to be furnished by the Administrator
under this Agreement.
(c) The Trust assumes and will pay the expenses described below:
(i) The salaries and expenses of all personnel of the
Administrator who perform the duties set forth above in Paragraph 2(a);
(ii) The fees and expenses of any investment advisor or
expenses otherwise incurred by a Fund in connection with the management of the
investment and reinvestment of such Fund's assets;
(iii) The fees and expenses of the distributor;
(iv) The fees and expenses of Trustees who are not affiliated
persons of the Administrator, the investment advisor or the distributor;
(v) The fees and expenses of the Trust's custodian, which
relate to (A) the custodial function and the recordkeeping connected therewith,
(B) the maintenance of the
2
required accounting records of each Fund not being maintained by the
Administrator, (C) the pricing of the shares of each Fund, including the cost of
any pricing service or services which may be retained pursuant to the
authorization of the Board of Trustees of the Trust, (D) for both mail and wire
orders, the cashiering function in connection with the issuance and redemption
of a Fund's securities and (E) all other expenses related to the performance of
duties by the custodian for each Fund;
(vi) The fees and expenses of the Trust's transfer and
dividend disbursing agent, which may be the custodian, which relate to the
maintenance of each shareholder account;
(vii) The charges and expenses of legal counsel and
independent accountants for the Trust;
(viii) Brokers' commissions and any issue or transfer taxes
chargeable to a Fund in connection with its securities transactions;
(ix) All taxes and fees payable by a Fund to federal, state or
other governmental agencies;
(x) The fees of any trade association of which the Trust may
be a member;
(xi) The cost of share certificates representing, and
non-negotiable share deposit receipts evidencing, shares of each Fund, if any;
(xii) The fees and expenses involved in registering and
maintaining registrations of the Trust, the Funds and each Fund's shares with
the Securities and Exchange Commission, registering a Fund as a broker-dealer
and qualifying its shares for sale under state securities laws, including the
preparation and printing of the Trust's registration statements and prospectuses
for filing under federal and state securities laws for such purposes;
(xiii) Allocable communications expenses with respect to
investor services and all expenses of shareholders' and Trustees' meetings and
of preparing, printing and mailing prospectuses and reports to shareholders in
the amount necessary for distribution to the shareholders; and
(xiv) Litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Trust's
business.
3. As full compensation for the services performed and the facilities
furnished by the Administrator, the Trust shall pay the Administrator the
salaries and expenses of all personnel of the Administrator who perform the
duties set forth herein, within ten (10) business days after the last day of
each month. Each Fund will bear its pro-rata portion of such expenses based upon
the respective net assets of each Fund; except that, should an expense be
determined by state or federal law, regulation or otherwise to be attributable
solely to a specific Fund, such fee will be paid directly from the assets of
that Fund.
3
4. The Administrator shall not be liable for any error of judgment or
mistake of law for any loss suffered by the Trust in connection with the matters
to which this Agreement relates, whether incurred by the Administrator or by any
other parties retained by the Administrator to perform services under this
Agreement, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the Administrator's part in the performance of its duties or from
reckless disregard by the Administrator of its obligations and duties under this
Agreement. The Trust, on behalf of each Fund, agrees to indemnify and hold the
Administrator harmless from any and all loss, liability, and expense, including
any legal expenses, arising out of the Administrator's performance, or status,
or any act or omission of the Administrator, or that of any party retained by
the Administrator to perform services under this Agreement, unless such loss,
liability, or expense is due to the willful misfeasance, bad faith or gross
negligence of the Administrator. The Trust, on behalf of each Fund, further
agrees to indemnify and hold any party retained by the Administrator to perform
services under this Agreement harmless from any and all loss, liability, and
expense, including any legal expenses arising out of such party's performance,
or status, or any act or omission of such party, unless such loss, liability or
expense is due to the willful misfeasance, bad faith or gross negligence of such
party. Any person employed by the Administrator, who may be or become an
employee of and paid by any other entity affiliated with the Trust, such as the
investment advisor, distributor, or custodian for the Trust, 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 Administrator's employee or agent.
5. 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 by the Board of Trustees of the Trust; provided,
however, that this Agreement may be terminated by the Trust at any time, without
the payment of any penalty, by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities (as defined in the 0000 Xxx) of
any Fund, or by the Administrator 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).
6. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Administrator who may also be a Trustee,
officer or employee of the Trust 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
right of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.
7. During the term of this Agreement, the Trust agrees to furnish the
Administrator at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material provided for
distribution to shareholders of the Funds or the public, which refer in any way
to the Administrator, prior to use thereof, and not to use such material if the
Administrator reasonably objects in writing within five (5) business days (or
such other time as may be mutually agreed upon) after receipt thereof. In the
event of termination of this Agreement, the Trust will continue to furnish to
the Administrator copies of any of the above-mentioned materials which refer in
any way to the Administrator. The Trust shall furnish or
4
otherwise make available to the Administrator such other information relating to
the business affairs of the Trust as the Administrator at any time, or from time
to time, reasonably requests in order to discharge its obligations hereunder.
8. This Agreement may be amended by mutual written consent.
9. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
10. 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 New Century Portfolios (formerly, Weston Portfolios), means the
Trustees from time to time serving (as Trustees but not personally) under the
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.
NEW CENTURY PORTFOLIOS
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
WESTON FINANCIAL GROUP, INC.
----------------------------------------
Name: Xxxxxx Xxxxxx, Xx.
Title: Vice President
5
SCHEDULE A
New Century Capital Portfolio
New Century Balanced Portfolio
New Century Opportunistic Portfolio
New Century International Portfolio
New Century Alternative Strategies Portfolio
Dated: August 31, 2005, as Amended September 27, 2007
6
