EXHIBIT h(2)
CONSENT AND AGREEMENT
This Consent and Agreement (the "Consent"), dated this 11th day of April,
2001, with respect to the Administration Agreement dated September 21, 1999
between and among The Saratoga Advantage Trust (the "Trust"), Saratoga Capital
Management ("SCM") and Funds Distributor, Inc. ("FDI") (the "Agreement"), is
hereby made between and among the Trust, SCM and FDI.
WHEREAS, pursuant to the Agreement, FDI provides certain services to the
Trust and SCM as specified therein;
WHEREAS, on February 9, 2001, Boston Institutional Group, Inc. ("BIG"),
FDI's parent, entered into a definitive merger agreement with The BISYS Group,
Inc. ("BISYS") pursuant to which BIG will merge with and into BISYS (the
"Transaction"); and
WHEREAS, in view of the Transaction, as contemplated, the parties wish to
continue their relationship under the terms of the Agreement, effective upon the
consummation of the Transaction.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
agreements herein contained, the parties, intending to be legally bound, hereby
agree as follows:
5. The parties reapprove and reconfirm the Agreement in all respects,
effective on the closing date of the Transaction (the "Closing Date"),
and shall assume all of their respective rights and obligations under
the Agreement accruing after the Closing Date.
6. This Consent shall be effective on the Closing Date.
7. Except as herein provided, all of the terms, conditions and provisions
of the Agreement shall remain unmodified and in full force and effect.
8. This Consent may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have affixed their signatures
signifying their agreement as of the date first above written.
THE SARATOGA ADVANTAGE TRUST
By: /s/ XXXXX X. XXXXXXXXXXX
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Name: XXXXX X. XXXXXXXXXXX
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Title: CHAIRMAN, PRESIDENT & CEO
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SARATOGA CAPITAL MANAGEMENT
By: /s/ XXXXXXX X. XXXXX
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Name: XXXXXXX X. XXXXX
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Title: CFO
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FUNDS DISTRIBUTOR, INC.
By: /s/ XXXXXXXX X. XXXXXXXX
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Name: XXXXXXXX X. XXXXXXXX
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Title: EXECUTIVE VICE PRESIDENT
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