EXHIBIT 23(E)(1)
DISTRIBUTION AGREEMENT
NEW CENTURY PORTFOLIOS
THIS AGREEMENT entered into the 31st day of August, 2005, by and between
NEW CENTURY PORTFOLIOS, a Massachusetts business trust (the "Trust") and WESTON
SECURITIES CORPORATION, a Massachusetts corporation (the "Distributor").
W I T N E S S E T H:
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In consideration of the mutual covenants and agreements of the parties
hereto, the parties intending to be bound, mutually covenant and agree with each
other as follows:
1. The Trust, on behalf of each of the series listed on SCHEDULE A (as
such Schedule may, from time to time, be supplemented or amended), hereby
appoints the Distributor as agent of the Trust to effect the sale and public
distribution of the shares of beneficial interest of each of the Trust's series
(each, a "Fund" and collectively, the "Funds"). This appointment is made by the
Trust on behalf of each of the Funds, and accepted by the Distributor upon the
understanding that the distribution of shares of each Fund to the public be
effected by the Distributor or through various securities dealers, either
individuals or organizations, but that it shall be done in such manner that the
Trust shall be under no responsibility or liability to any person whatsoever on
account of the acts and statements of any such individual or organization. The
Distributor shall have the sole right to select the security dealers to whom
shares will be offered by it and, subject to express provisions of this
Agreement, applicable securities laws, the Trust's Declaration of Trust and the
By-laws and the then current Prospectus of each Fund, to determine the terms and
prices in any contract for the sale of shares to any dealer made by it as such
agent for the Trust.
2. The Distributor shall be the exclusive agent for the Trust for the sale
of its shares and the Trust agrees that it will not sell any shares to any
person except to fill orders for the shares received though the Distributor;
provided, however, that the foregoing exclusive right shall not apply:
(a) to shares issued or sold in connection with the merger or
consolidation of any other investment company with a Fund or the acquisition by
purchase or otherwise of all or substantially all of the assets of any
investment company or substantially all of the outstanding shares of any such
company by a Fund;
(b) to shares which may be offered by a Fund to its shareholders for
reinvestment of cash distributed from capital gains or net investment income of
such Fund; or
(c) to shares which may be issued to shareholders of other
investment companies who exercise any exchange privilege set forth in a Fund's
Prospectus.
3. The Distributor shall have the right to sell the shares of the Trust,
on behalf of each of the Funds, to dealers, as needed (making reasonable
allowance for clerical errors and errors of transmission), but not more than the
shares needed to fill unconditional orders for
shares placed with the Distributor by dealers. In every case the Distributor
shall charge and the Trust shall receive the net asset value for the shares
sold, determined as provided in Paragraph 4 hereof. The Distributor shall notify
the Trust at the close of each business day (normally 5:00 p.m., New York City
time), of the number of shares of each Fund sold during each day.
4. The net asset value of shares of each of the Funds, shall be determined
by the Trust or the Trust's custodian, or such officer or officers or other
persons as the Board of Trustees of the Trust may designate. The determination
shall be made once a day on which the New York Stock Exchange is open for a full
business day and in accordance with the method set out in the By-laws and the
then current Prospectus of each Fund.
5. The Distributor agrees that it will not sell any shares of a Fund to
any officer, director, Trustee or partner of either the Distributor or of the
Trust or any firm or corporation which may be employed by the Trust or by the
Distributor except for investment purposes only and where the purchaser agrees
not to resell the securities to anyone except the Trust. The Distributor further
agrees that it will promptly advise the Secretary of the Trust of all sales of
shares of a Fund to, or purchase of shares of a Fund from any such person.
6. The Distributor agrees that it will not for its own account purchase
any shares of a Fund except for investment purposes and that it will not for its
own account sell any such shares excepting only those shares which it may own at
the time of executing this Agreement and any shares resulting from the
reinvestment of dividends paid on those shares, and the Distributor will not
sell other shares except by redemption of such shares by such Fund.
7. (a) On behalf of each Fund, the Trust appoints and designates the
Distributor as agent of each Fund and the Distributor accepts such appointment
as such agent, to repurchase shares of such Funds in accordance with the
provisions of the Declaration of Trust and By-laws of the Trust.
(b) In connection with such redemptions or repurchases, the Trust
authorizes and designates the Distributor to take any action, to make any
adjustments in net asset value, and to make any arrangements for the payment of
the redemption or repurchase price authorized or permitted to be taken or made
in accordance with the Investment Company Act of 1940, as amended (the "1940
Act") and as set forth in the By-laws and the then current Prospectus of each
Fund.
(c) The authority of the Distributor under this Paragraph 7 may,
with the consent of the Trust, be re-delegated in whole or in part to another
person or firm.
(d) The authority granted in this Paragraph 7 may be suspended by
the Trust at any time or from time to time pursuant to the provisions of its
Declaration of Trust until further notice to the Distributor. The President or
any Vice President of the Trust shall have the power granted by said provisions.
After any such suspension the authority granted to the Distributor by this
Paragraph 7 shall be reinstated only by a written instrument executed on behalf
of the Trust by the Trust's President or any Vice President.
8. The Trust agrees that it will cooperate with the Distributor to
prepare, execute and file applications for registration and qualification of the
Funds' shares for sale under the laws of
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the United States and the provisions and regulations of the U.S. Securities and
Exchange Commission and under the Securities Acts of such States and in such
amounts as the Trust may determine, and shall pay registration fees in
connection therewith. The Distributor shall bear all expenses incident to the
sale of shares of the Funds, including without limitation, the cost of any sales
material or literature, the cost of copies of the Prospectus used as sales
material (except those being sent to existing shareholders) and the cost of any
reports or proxy material prepared for the Funds' shareholders to the extent
that such material is used in connection with the sale of shares of a Fund
except to the extent that such Fund is obligated to bear such costs under a
distribution plan adopted by the Trust on behalf of such Fund.
9. For its services under this Agreement, the Distributor shall be
entitled to receive the maximum amount of the payment called for under the
Trust's Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1 under the
1940 Act (the "Rule"). The Distributor may make payments to others from such
amounts in accordance with the Plan or any agreement in effect under such Plan.
The Distributor agrees to comply with the Rule and the Plan in connection with
receipt and disbursement of funds under the Plan.
10. Notwithstanding anything contained herein to the contrary, shares of a
Fund may be offered for sale at a price other than their current net asset value
or regular public offering price, if such reduction or elimination is authorized
by an order of the U.S. Securities and Exchange Commission, or the 1940 Act or
the rules and regulations promulgated thereunder provide for such variation.
Furthermore, such shares may be offered and sold directly by a Fund rather than
by the Distributor as otherwise provided in this Agreement.
11. This Agreement shall become effective August 31, 2005 and shall
continue in effect for a period of more than one year from its effective date
only as long as such continuance is approved, at least annually, by the Board of
Trustees of the Trust, including a majority of those Trustees who are not
"interested persons" of any party to this Agreement voting in person at a
meeting called for the purpose of voting on such approval. If payments hereunder
are made pursuant to provisions of a plan adopted by the Trust on behalf of a
Fund pursuant to the Rule, then renewals hereof shall also be made in accordance
with the requirements of such Rule. This Agreement may be terminated by either
party hereto upon thirty (30) days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment by the
Distributor (as the term "assignment" is defined by the 0000 Xxx) unless the
U.S. Securities and Exchange Commission has issued an order exempting the Trust
and the Distributor from the provisions of the 1940 Act, which would otherwise
have effected the termination of this Agreement.
12. No amendment to this Agreement shall be executed or become effective
unless its terms have been approved:
(a) by a majority of the Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of each Fund, and
(b) by a majority of those Trustees who are not interested persons
of the Trust or of any party to this Agreement.
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13. The Trust, on behalf of each Fund, and the Distributor hereby each
agree that all literature and publicity issued by either of them referring
directly or indirectly to a Fund or to the Distributor shall be submitted to and
receive the approval of the Trust and the Distributor before the same may be
used by either party.
14. (a) The Distributor agrees to use its best efforts in effecting the
sale and public distribution of the shares of each Fund through dealers and to
perform its duties in redeeming and repurchasing the shares of each Fund, but
nothing contained in this Agreement shall make the Distributor or any of its
officers and directors or stockholders liable for any loss sustained by a Fund
or any of the Trust's officers, Trustees or shareholders, or by any other person
on account of any act done or omitted to be done by the Distributor under this
Agreement provided that nothing herein contained shall protect the Distributor
against any liability to a Fund or to any of its shareholders to which the
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties as Distributor or by
reason of its reckless disregard of its obligations or duties as Distributor
under this Agreement. Nothing in this Agreement shall protect the Distributor
from any liabilities which it may have under the Securities Act of 1933, as
amended, or the 0000 Xxx.
(b) The Distributor may, from time to time, enter into agreements
with security dealers and other qualified entities selected by it and may make
assistance payments to such dealers in such amounts as it deems appropriate,
provided that such payments are permitted by the then current distribution plan
adopted by the Trust on behalf of each Fund in accordance with the Rule.
15. As used in this Agreement, the terms "interested persons,"
"assignment," and "majority of the outstanding voting securities" shall have the
respective meanings specified in the 1940 Act.
16. 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.
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IN WITNESS WHEREOF, NEW CENTURY PORTFOLIOS and WESTON SECURITIES
CORPORATION have caused this Agreement to be signed by their duly authorized
officers and their seals to be hereunto duly affixed all on the day and year
above written.
NEW CENTURY PORTFOLIOS
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Name:
Title:
WESTON SECURITIES CORPORATION
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Name:
Title:
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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
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