NEW CENTURY PORTFOLIOS
(THE "COMPANY")
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE.
This code of ethics (the "Code") applies to the Company's Principal
Executive Officer and Principal Financial Officer (the "Covered Officers," each
of whom are set forth in Exhibit A) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that the Company files with, or submits to, the U.S.
Securities and Exchange Commission (the "SEC") and in other public
communications made by the Company;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ANY ACTUAL OR APPARENT CONFLICT OF
INTEREST.
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his or her service to, the
Company. For example, a conflict of interest would arise if a Covered Officer,
or a member of his or her family, receives improper personal benefits as a
result of his or her position with the Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Company and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "1940 Act")
and the Investment Advisers Act of 1940 (the "Investment Advisers Act"). For
example, Covered Officers may not individually engage in certain transactions
(such as the purchase or sale of certain securities or other property) with the
Company because of their status as "affiliated persons" of the Company. The
Company and its investment adviser and principal underwriter have compliance
programs and procedures that are designed to prevent, or identify and correct,
violations of these provisions. This Code does not, and is not intended to,
repeat or replace those programs and procedures, and such conflicts fall outside
of the parameters of this Code.1
- -------------------------------
1 The Company, its investment adviser and its principal underwriter are subject
to a separate code of ethics that conforms to the provisions of Rule 17j-1 of
the 1940 Act. Such other codes address additional topics, have separate
reporting and clearance requirements and applies to additional persons. Covered
Officers are required to adhere to the requirements of both this Code and their
applicable code adopted pursuant to Rule 17j-1 under the 1940 Act.
The Covered Officers are also owners, officers and/or employees of the
Company's investment adviser, Weston Financial Group, Inc. Although typically
not presenting an opportunity for improper personal benefit, conflicts may arise
from, or as a result of, the contractual relationship between the Company and
its investment adviser. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Company or for the investment adviser, or for both), be involved in establishing
policies and implementing decisions that will have different effects on the
investment adviser and the Company. The participation of the Covered Officers in
such activities is inherent in the contractual relationship between the Company
and the investment adviser and is consistent with the performance by the Covered
Officers of their duties as officers of the Company. Thus, if performed in
conformity with the provisions of the 1940 Act and the Investment Advisers Act,
such activities will be deemed to have been handled ethically. In addition, it
is recognized by the Board of Directors of the Company (the "Board") that the
Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes.
Other conflicts of interest are covered by this Code, even if such
conflicts of interest are not subject to provisions in the 1940 Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under this Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Company.
* * * *
Each Covered Officer must:
o not use his or her personal influence or personal relationships
improperly to influence investment decisions or financial reporting by
the Company whereby the Covered Officer would benefit personally to
the detriment of the Company;
o not cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Company.
There are some conflict of interest situations that require approval by the
chief compliance officer of the Company2 or the Company' Board. There are other
such situations that warrant disclosure to the Company's Board, if material.
Examples of these include:3
o service as a director on the board of any public company must be
approved in writing by the Board based upon a determination that such
other board service would not be inconsistent with the interests of
the Company or its shareholders;
o the receipt of any gifts of more than a de minimus value;
- --------------------------------------------------------------------------------
Section V of this Code deals with situations where this Code may conflict with
the provisions of another code adopted pursuant to Rule 17j-1 under the 1940
Act.
2 If the Company's chief compliance officer is a Covered Officer, the issue
should be discussed with another appropriate party. Examples of other,
appropriate parties are persons associated with the Company that have sufficient
status within the Company to engender respect for the Code and the authority to
adequately deal with the Covered Officers subject to the Code regardless of
their stature in the Company. For example, it may be appropriate to deal with a
partner of the Company's investment adviser. Other examples include an attorney
from Greenberg Traurig, LLP, counsel to the Company and to the members of the
Board who are not "interested persons," as that term is defined in the 1940 Act;
and members of the Company's Audit Committee.
3 Any activity or relationship that would present a conflict for a Covered
Officer would likely also present a conflict for the Covered Officer if a member
of the Covered Officer's family engages in such an activity or has such a
relationship.
2
o the receipt of any entertainment from any company with which the
Company has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost, appropriate as
to time and place, and not so frequent as to raise any question of
impropriety;
o any ownership interest in, or any consulting or employment
relationship with, any of the Company's service providers, other than
its investment adviser, principal underwriter, administrator, or any
affiliated person thereof;
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Company for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment with the Company, the
Investment Adviser, Broker Dealer or Insurance Agency, such as
compensation or equity ownership.
III. DISCLOSURE AND COMPLIANCE.
o Each Covered Officer should familiarize himself or herself with the
disclosure requirements generally applicable to the Company;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Company to others, whether
within or outside the Company, including to the Company's Board and
auditors, and to governmental regulators and self-regulatory
organizations;
o each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and employees
of the Company and the investment adviser with the goal of promoting
full, fair, accurate, timely and understandable disclosure in the
reports and documents the Company files with, or submits to, the SEC
and in other public communications made by the Company; and
o it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY.
Each Covered Officer must:
o upon adoption of this Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Board that he or she has
received, read, and understands the Code;
o annually thereafter affirm to the Board that he or she has complied
with the requirements of this Code;
o not retaliate against any other Covered Officer or any employees of
the Company or their affiliated persons for reports of potential
violations that are made in good faith; and
o notify the Audit Committee promptly if he or she knows of any
violation of this Code. Failure to do so is itself a violation of this
Code.
3
The chief compliance officer of the Company is responsible for applying
this Code to specific situations in which questions are presented under it and
has the authority to interpret this Code in any particular situation.4 However,
any approvals or waivers 5 sought by the Principal Executive Officer will be
considered by the Audit Committee of the Company.
The Company will follow these procedures in investigating and enforcing
this Code:
o the chief compliance officer will take all appropriate action to
investigate any potential violations reported to her;
o if, after such investigation, the chief compliance officer believes
that no violation has occurred, the chief compliance officer is not
required to take any further action;
o any matter that the chief compliance officer believes is a violation
will be reported to the Audit Committee;
o if the Audit Committee concurs that a violation has occurred, it will
inform and make a recommendation to the entire Board, which will
consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of the investment adviser or its
board; or a recommendation to dismiss the Covered Officer;
o the Audit Committee will be responsible for granting waivers, as
appropriate; and
o any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES.
This Code shall be the sole code of ethics adopted by the Company for the
purposes of Section 406 of the Sarbanes -- Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Company, the investment adviser, the principal
underwriter, or other service providers govern or purport to govern the behavior
or activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Company's and its investment adviser's and
principal underwriter's codes of ethics under Rule 17j-l under the 1940 Act, and
any investment adviser's or principal underwriter's more detailed policies and
procedures set forth in compliance manuals or codes of procedures are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
- ------------------------------
4 The chief compliance officer is authorized to consult, as appropriate, with
the partners of the Company's investment adviser, the Audit Committee of the
Company, counsel to such Company and counsel to the members of the Board who are
not "interested persons" (as that term is defined in the 1940 Act), and is
encouraged to do so.
5 Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of a
material departure from a provision of the code of ethics" and "implicit
waiver," which must also be disclosed, as "the registrant's failure to take
action within a reasonable period of time regarding a material departure from a
provision of the code of ethics that has been made known to an executive
officer" of the registrant.
4
VI. AMENDMENTS.
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board.
VII. CONFIDENTIALITY.
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Board and its counsel.
VIII. INTERNAL USE.
The Code is intended solely for the internal use by the Company and does
not constitute an admission, by or on behalf of the Company, as to any fact,
circumstance, or legal conclusion.
ADOPTED ON SEPTEMBER 18, 2003
5
EXHIBIT A
PERSONS COVERED BY THIS CODE OF ETHICS
Wayne M. Grzecki President and Chief Executive Officer
Nicole M. Tremblay Chief Financial Officer, Treasurer and Secretary
Susan K. Arnold Assistant Treasurer
6