FORM OF ADMINISTRATION AGREEMENT
NEW CENTURY PORTFOLIOS
New Century Alternative Investment Portfolio
ADMINISTRATION AGREEMENT made this ___ day of May, 2002 by and between New
Century Portfolios, a Massachusetts business trust (the "Trust") on behalf of
the New Century Alternative Investment Portfolio (the "Fund"), and Weston
Financial Group, Inc., a Massachusetts corporation (the "Administrator").
BACKGROUND
The Trust is a diversified open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The Fund is a series of the Trust and has been organized for the purpose
of investing its funds in securities and has retained an investment advisor for
this purpose. The Fund 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 the Fund, hereby appoints the Administrator
to administer the Fund'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 the Fund's affairs and, in
connection therewith, shall furnish the Fund with office facilities, and
shall be responsible for
(i) maintaining the Fund's books and records (other than books
and records being maintained by the Fund's custodian, transfer agent
or distributor);
(ii) overseeing the Fund's insurance relationships;
(iii) preparing for the Fund or assisting counsel and/or auditors
in the preparation of all required tax returns, proxy statements and
reports to the Fund's shareholders and Trustees and reports to and
other filings with the Securities and Exchange Commission and any
other governmental agency (the Fund 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 Fund's registration and/or the
registration of its shares under the securities or "blue-sky" laws of
the various states (the Fund 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 Fund's transfer agent, custodian,
distributor, or accounting services agents, overseeing their response
thereto;
(vi) overseeing all relationships between the Fund and its
custodian, transfer agent, distributor, and accounting services
agents, 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 Fund to confirm
such ratification. The Trust, on behalf of the 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. On behalf of the Fund, the Trust
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 Fund 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 Fund, or the failure of the Fund 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 the Fund's business other than those
assumed by the Fund herein.
(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 Fund 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 the Fund in connection with the management of the
investment and reinvestment of the 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 custodian, which relate to
(A) the custodial function and the recordkeeping connected
therewith,
(B) the maintenance of the required accounting records of the
Fund not being maintained by the Administrator,
(C) the pricing of the shares of the 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, and
(D) for both mail and wire orders, the cashiering function in
connection with the issuance and redemption of the Fund's securities
and
(E) all other expenses related to the performance of duties by
the custodian for the Fund;
(vi) The fees and expenses of the Fund'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 Fund;
(viii) Brokers' commissions and any issue or transfer taxes chargeable
to the Fund in connection with its securities transactions;
(ix) All taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(x) The fees of any trade association of which the Fund may be a
member;
(xi) The cost of share certificates representing, and non-negotiable
share deposit receipts evidencing, shares of the Fund, if any;
(xii) The fees and expenses involved in registering and maintaining
registrations of the Fund and its shares with the Securities and Exchange
Commission, registering the Fund as a broker-dealer and qualifying its
shares for sale under state securities laws, including the preparation and
printing of the Fund'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 Fund's business.
3. As full compensation for the services performed and the facilities
furnished by the Administrator, the Fund 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.
4. The Administrator 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, 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. On behalf of the Fund, the Trust 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 the 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 Fund, such as the
investment advisor, distributor, or custodian for 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 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 Fund 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
the 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 Fund 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 Fund 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 Fund will continue to furnish to the
Administrator copies of any of the above-mentioned materials which refer in any
way to the Administrator. The Fund shall furnish or otherwise make available to
the Administrator such other information relating to the business affairs of the
Fund 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. 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 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
[Trust Seal] By:
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Name: Xxxxx X. Xxxxxxx
Title: President, New Century Portfolios
WESTON FINANCIAL GROUP, INC.
[Corporate Seal] By:
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Name: I. Xxxxxxx Xxxxxxxx
Title: President, Weston Financial Group, Inc.
