NEW CENTURY PORTFOLIOS
NEW CENTURY INTERNATIONAL PORTFOLIO
FORM OF DISTRIBUTION AGREEMENT
THIS AGREEMENT entered into the ____ day of November, 2000, by and
between NEW CENTURY PORTFOLIOS, a Massachusetts business trust with an office
located at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Trust"), for
the New Century International Portfolio (the "Fund") and WESTON SECURITIES
CORP., a Massachusetts corporation with its principal office located at 00
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Distributor").
W I T N E S S E T H:
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 the Fund, hereby appoints the Distributor as
agent of the Fund to effect the sale and public distribution of shares of the
capital stock of the Fund. This appointment is made by the Trust of the Fund and
accepted by the Distributor upon the understanding that the distribution of
shares of the 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 Fund 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
Articles of Incorporation and the By-Laws and the then current Prospectus of the
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 Fund.
2. The Distributor shall be the exclusive agent for the Fund for the sale
of its shares and the Fund agrees that it will not sell any shares to any person
except to fill orders for the shares received through 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 the 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 the Fund; (b)
to shares which may be offered by the Fund to its stockholders for reinvestment
of cash distributed from capital gains or net investment income of the
Fund; or (c) to shares which may be issued to shareholders of other funds who
exercise any exchange privilege set forth in the Fund's Prospectus.
3. The Distributor shall have the right to sell the shares of the Fund's
capital stock 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 Fund shall receive the net asset value
for the shares sold, determined as provided in Paragraph 4 hereof. The
Distributor shall notify the Fund at the close of each business day (normally
5:00 p.m., New York City time), of the number of shares sold during each day.
4. The net asset value of shares of the Fund shall be determined by the
Fund or the Fund's custodian, or such officer or officers or other persons as
the Board of Directors 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 of the Trust and
the current Prospectus of the Fund.
5. The Distributor agrees that it will not sell any shares of the Fund to
any officer, director, or partner of either the Distributor or of the Trust or
any firm or corporation which may be employed by the Fund or by the Distributor
except for investment purposes only and where the purchaser agrees not to resell
the securities to anyone except the Fund. The Distributor further agrees that it
will promptly advise the Secretary of the Trust of all sales of shares of the
Fund to, or purchase of shares of the Fund from any such person.
6. The Distributor agrees that it will not for its own account purchase
any shares of the 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 the Fund.
7. (a) On behalf of the fund the Trust appoints and designates the
Distributor as agent of the fund and the Distributor accepts such appointment as
such agent, to repurchase shares of the fund in accordance with the provisions
of the Articles of Incorporation 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
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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 and as set forth in the By-Laws and then
current Prospectus of the 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
Articles of Incorporation 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 Fund 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
Fund's shares for sale under the laws of 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 Fund, 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 materials prepared for the
Fund's stockholders to the extent that such material is used in connection with
the sale of shares of the Fund except to the extent that the Fund is obligated
to bear such costs under a distribution plan adopted by the 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
Fund's Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1 of the
Investment Company Act of 1940 (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
the 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 Securities and Exchange Commission, or the
Investment Company Act of 1940 or the rules and
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regulations promulgated thereunder provide for such variation. Furthermore, such
shares may be offered and sold directly by the Fund rather than by the
Distributor as otherwise provided in this Agreement.
11. This Agreement shall become effective November __, 2000 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
Directors of the Trust, including a majority of those Directors 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 Fund pursuant to Rule
12b-1 of the Investment Company Act of 1940 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
Investment Company Act of 1940, as amended) unless the United States Securities
and Exchange Commission has issued an order exempting the Fund and the
Distributor from the provisions of the Investment Company Act of 1940, as
amended, 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 directors of the
Trust or by the vote of a majority of the outstanding voting securities of the
Fund, and (b) by a majority of those directors who are not interested persons of
The Fund or of any party to this Agreement.
13. The Trust, on behalf of the Fund, and the Distributor hereby each
agree that all literature and publicity issued by either of them referring
directly or indirectly to the 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 the Fund through dealers and to
perform its duties in redeeming and repurchasing the shares of the Fund, but
nothing contained in this Agreement shall make the Distributor or any of its
officers and directors or shareholders liable for any loss sustained by the Fund
or any of the Trust's officers, directors 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 the 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
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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 or the Investment
Company Act of 1940.
(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 Fund in accordance with Rule 12b-1 of the Investment Company Act
of 1940, as amended.
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 Investment Company Act of 1940.
IN WITNESS WHEREOF, NEW CENTURY PORTFOLIOS for the New Century
International Portfolio, and WESTON SECURITIES CORP. have caused this Agreement
to be signed by their duly authorized officers and their trust or corporate
seals to be hereunto duly affixed all on the day and year above written.
Attest: NEW CENTURY PORTFOLIOS
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Xxxxx X. Xxxxx, Secretary Xxxxx X. Xxxxxxx, President
Attest: WESTON SECURITIES CORP. (Distributor)
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Xxxxxxx X. Xxxxxx, Secretary I. Xxxxxxx Xxxxxxxx, President
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