FORM OF DISTRIBUTION PLAN OF
NEW CENTURY INTERNATIONAL PORTFOLIO
WHEREAS, New Century Portfolios (the "Trust") engages in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, New Century International Portfolio (the "Fund") is a series of
the Trust operated as an open-end diversified management investment company; and
WHEREAS, the Fund intends to act as a distributor of its shares of
capital stock as defined in Rule 12b-1 under the Act, and desires to adopt a
Distribution Plan pursuant to such Rule, and the Board of Trustees of the Trust
has determined that there is a reasonable likelihood that adoption of this
Distribution Plan will benefit the Fund and its shareholders.
NOW THEREFORE, the Trust hereby adopts this Distribution Plan for the
Fund (the "Plan") in accordance with Rule 12b-1 under the Act and containing the
following terms and conditions:
1. The Fund may finance activities which are primarily intended to result
in the sale of its shares in accordance with this Plan. The expenses of such
activities ("Distribution Expenses") shall not exceed .25 percent (.25%) per
annum of the Fund's average daily net assets.
2. The Distribution Expenses provided for in paragraph 1 of this Plan may
be spent by the Fund on any activities primarily intended to result in the sale
of the Fund's shares, including but not limited to, compensation paid to and
expenses incurred by officers, trustees, employees or sales representatives of
the Fund, or broker-dealers or other third parties, in consideration of their
promotional and distributional services, which services may include assistance
in the servicing of shareholder accounts produced by third parties, and may
include promotional, travel, entertainment and telephone expenses, the printing
of prospectuses and reports for other than existing shareholders, preparation
and distribution of sales literature, and advertising of any type.
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3. This Plan shall not take effect until it has been approved by (a) a
vote of at least a majority of the outstanding voting securities of the Fund and
(b) a vote of the Board of Trustees of the Trust, including the affirmative vote
of at least a majority of those Trustees who are not "interested persons" (as
defined in the Act) of the fund and have no direct or indirect financial
interest in the operation of the Plan or in agreements related to the Plan (the
"Rule 12b-1 Trustees"), cast in person at a meeting called for voting on the
Plan.
4. Any agreements related to this Plan shall be in writing, the form
thereof must be approved by the Board of Trustees (including the disinterested
Trustees), and may be terminated at any time in the manner provided for
termination of this Plan in paragraph 7 below.
5. This Plan and agreements hereunder shall continue in effect for so
long as such continuance is specifically approved at least annually in the
manner provided for approval of this Plan in paragraph 3(b).
6. The persons authorized to direct the disposition of Distribution
Expenses paid or payable by the Fund pursuant to this Plan or any related
agreement shall be the President of the Trust or his designee. The President
shall provide to the Trust's Trustees and the Trustees shall review, at least
quarterly, a written report of the Distribution Expenses so expended and the
purposes for which such expenditures were made.
7. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting
securities of the Fund.
8. This Plan may not be amended to increase materially the limit upon
Distribution Expenses provided in paragraph 1 or to change materially the nature
of such Distribution Expenses provided in paragraph 2 hereof unless such
amendment is approved in the manner provided for in paragraph 3 hereof.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the Trustees who are not interested persons.
10. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof, for a period of
not less than six years from the date of this Plan, or the agreements or of such
reports, as the case may be, the first two years in an easily accessible place.
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11. It is the opinion of the Trust's Trustees and Officers that the
following are not expenses primarily intended to result in the sale of shares
issued by the Fund: fees and expenses of registering the Fund as a broker-dealer
or of registering an agent of the Fund under federal or state laws regulating
the sale of securities; fees of registering, at the request of the Fund, agents
or representatives or a principal underwriter of the Fund under federal or state
laws regulating the sale of securities, provided that no sales commission or
"load" is charged on sales of shares of the Fund; and fees and expenses of
preparing and setting in type the Fund's registration statement under the
Securities Act of 1933. Should such expenses be deemed by a court or agency
having jurisdiction to be expenses primarily intended to result in the sale of
shares issued by the Fund, they shall be considered to be expenses contemplated
by and included in this Distribution Plan but not subject to the limitation
prescribed in paragraph 1 hereof.
IN WITNESS WHEREOF, the Trust has executed this Distribution Plan on
behalf of the Fund on the day and year set forth below.
NEW CENTURY PORTFOLIOS
By: _____________________________
Date:_____________________________
Attest:
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Ellen M. Bruno, Secretary
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