FORM OF
OPERATING EXPENSES AGREEMENT
This OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of
the ____ day of May, 2002, 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, 200__, 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 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 Agreement
to be duly executed and attested by their duly authorized
officers, all on the day and year first above written.
By:
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President, New Century Portfolios
By:
--------------------------------------------
Name: I. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President, Weston Financial Group, Inc.
APPENDIX A
Fund Name Operating Expense Limit
New Century Aggressive Portfolio 1.50%
New Century International Portfolio 1.50%
New Century Alternative Investment Portfolio 1.50%
