OPERATING EXPENSES AGREEMENT
This OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of the
1st day of November 2000, by and between New Century Portfolios, a Massachusetts
Business Trust (hereinafter called the "Trust"), on behalf of each series of the
Trust listed in Appendix A hereto, as may be amended from time to time
(hereinafter referred to individually as a "Fund" and collectively as the
"Funds") and Weston Financial Group, Inc., a corporation organized under the
laws of the Commonwealth of Massachusetts hereinafter called the "Adviser").
WITNESSETH
WHEREAS, the Adviser is an investment adviser registered as such with the
United States Securities and Exchange Commission; and
WHEREAS, the Adviser renders investment advice and related services to each
Fund pursuant to the terms and provisions of certain Investment Advisory
Agreements entered into between the Trust and the Adviser on behalf of each Fund
(each an "Investment Advisory Agreement"); and
WHEREAS, the Funds are responsible for the payment of certain expenses that
have not been assumed by the Adviser; and
WHEREAS, the Adviser desires to limit each respective Fund's Operating
Expenses (as that term is defined in Paragraph 2 of this Agreement) with respect
to each respective class of shares pursuant to the terms and provisions of this
Agreement, and the Trust (on behalf of the Funds) desires to allow the Adviser
to implement those limits:
NOW THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto, intending to be legally bound hereby,
mutually agree as follows:
1. LIMIT ON OPERATING EXPENSES. The adviser hereby agrees to limit each
Fund's Operating Expenses to the respective annual rate of total
Operating Expenses specified for that Fund and each respective class
of shares in APPENDIX A of this Agreement by reducing, as necessary,
the investment advisory fees payable to the Adviser by a Fund under an
Investment Advisory Agreement and/or reimbursing other Operating
Expenses of a Fund.
2. DEFINITION. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund is defined to include all expenses
necessary or appropriate for the operation of the Fund including the
Adviser's investment advisory or management fee payable under the
Investment Advisory Agreement and other expenses described in the
Investment Advisory Agreement, but does not include any Rule 12b-1
fees, front-end or contingent deferred loads, taxes, interest,
dividend expenses, brokerage commissions, expenses incurred in
connection with any merger or reorganization or extraordinary expenses
such as litigation.
3. REIMBURSEMENT OF FEES AND EXPENSES. The Adviser hereby retains the
right to receive reimbursement of reductions of its investment
management fees and the Operating Expenses paid or reimbursed by it in
accordance with Paragraph 1, above, for a period ending three years
after the end of the fiscal year in which such fee or expense was
waived or reimbursed, as applicable, provided that such payment to the
Adviser does not cause a Fund's Operating Expenses to exceed the limit
set forth on Appendix A.
4. TERM. This Agreement shall become effective on the date specified
herein and shall remain in effect until October 31, 2002, unless
sooner terminated as provided in Paragraph 5 of this Agreement. This
Agreement shall continue in effect thereafter for additional periods
not exceeding one (1) year so long as continuation is approved for
each Fund at least annually by the Board of Trustees of the Trust (and
separately by the disinterested Trustees of the Trust).
5. TERMINATION. This Agreement may be terminated at any time, and without
payment of any penalty, by either the Trust or by the Board of
Trustees of the Trust, on behalf of any one or more of the Funds, upon
sixty (60) days' written notice to the Adviser. The Adviser may
decline to renew this Agreement by written notification to the Trust
at least thirty (30) days before its Annual expiration date.
6. ASSIGNMENT. This Agreement and all rights and obligations hereunder
may not be assigned without the written consent of the other party.
7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of the Agreement shall not be affected
thereby.
8. CAPTIONS. The captions in the Agreement are included for convenience
of reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction of effect.
9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts without
giving effect to the conflict of laws principles thereof; provided
that nothing herein shall be construed to preempt, or be inconsistent
with, and federal law, relation or rule, including the Investment
Company Act of 1940, as amended, and the Investment Advisers Act of
1940, as amended, and any rules and regulations promulgated
thereunder.
10. LIMITATION ON LIABILITY. Section 11.1 of the Trust's Declaration of
Trust dated February 1, 1990 contains a provision limiting the
personal liability of the Trustees and the beneficial shareholders of
the Trust. The Adviser acknowledges that it has been given notice of
such limitation, and the Adviser hereby agrees that it will abide by
such limitation in respect of any claim it may assert against the
Trust, and that it will not assert a claim against the Trustees,
officers, employees, agents, or beneficial shareholders of the Trust,
but will assert any such claim only against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.
By: /S/ XXXXX X. XXXXXXX
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Title: President, New Century Portfolios
By: /S/ I. XXXXXXX XXXXXXXX
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Title: President, Weston Financial Group, Inc.
APPENDIX A
Operating
Fund Name Expense Limit
New Century Aggressive Portfolio 1.50%
New Century International Portfolio 1.50%
