NEW CENTURY CAPITAL PORTFOLIO
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT made this 28th day of February, 1990 by and
between Weston Portfolios, a Massachusetts business trust (the "Trust") for New
Century Capital 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 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.
WESTON PORTFOLIOS
[Corporate Seal] By: /S/ XXXXXXX X. XXXXXX
--------------------------
President
WESTON FINANCIAL GROUP, INC.
[Corporate Seal] By: /S/ I. XXXXXXX XXXXXXXX
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President
