ADMINISTRATION AGREEMENT
This AGREEMENT made as of the 14th day of April, 1997 by and between THE
SARATOGA ADVANTAGE TRUST (hereinafter referred to as the "Fund"), and UNIFIED
ADVISERS, INC. (hereinafter referred to as the "Unified"), an Indiana
corporation.
WITNESSETH:
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended
(hereinafter referred to as the "1940 Act") consisting of seven portfolios;
WHEREAS, the Fund desires to retain Unified to provide certain
administrative services with respect to the Fund;
WHEREAS, Unified desires to provide the Fund with certain administrative
services;
WHEREAS, for the purposes herein, since the Fund is a series company for
purposes of Rule 18f-2 under the Act, the term "Fund" as used in this
Agreement and Fee Schedule shall also be deemed to refer to each series
listed in Schedule A to this Agreement as a separate portfolio unless the
context otherwise requires;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT.
The Fund hereby appoints Unified as "Administrator", subject to the
supervision of the Board of Trustees. The Administrator accepts said appointment
and agrees to provide the services set forth herein. In the event that the Fund
establishes additional series with respect to which it decides to retain Unified
to act as administrator hereunder, the Fund shall notify Unified in writing. If
Unified is willing to render such services with respect to a new series, Unified
will so notify the Fund in writing along with a written amendments to Schedules
A and C, attached hereto, whereupon such series shall be subject to the
provisions of this Agreement to the same extent as the Fund, except to the
extent that said provisions (including those relating to compensation payable by
the Fund) may be modified with respect to such series in writing by the Fund and
Unified at the time of the addition of such new series.
2. DOCUMENTS.
The Fund shall promptly furnish to Unified copies, properly certified
or authenticated, of each of the following:
(a) Resolutions of the Board of Trustees authorizing the
appointment of Unified as Administrator to the Fund and approving this
Agreement;
(b) The Fund's Declaration of Trust;
(c) The Fund's Code of Regulations, or it equivalent;
(d) The Fund's current Notification of Registration on Form
N-8A under the 1940 Act, as filed with the Securities and Exchange
Commission (hereinafter referred to as the "SEC");
(e) The Fund's current Registration Statement on Form N-1A
(hereinafter referred to as the "Registration Statement") under the
Securities Act of 1933 and the 1940 Act, as filed with the SEC; and
(f) The Fund's most recent Prospectus and Statement of
Additional Information and all amendments and supplements thereto (such
Prospectus and Statement of Additional Information and supplements thereto,
as presently in effect and as from time to time hereafter amended and
supplemented, are referred to hereinafter as the "Prospectus").
The Fund will timely furnish the Administrator from time to time with
copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
3. SERVICES AND DUTIES.
Subject to the supervision and control of the Board of Trustees,
Unified hereby agrees to serve as the Fund's administrative services agent and
further agrees to perform the specific administrative duties and provide the
specific administrative service for the Fund which are outlined in Schedule B,
Administrative Fee Schedule and Additional Optional Services and Fees, attached
hereto as a part of this Agreement. Such duties to be performed and services to
be provided shall be done so pursuant to the terms and conditions of this
Agreement and pursuant to the terms and conditions of the Administrative Fee
Schedule and Additional Optional Services and Fees attached hereto as Schedule
B.
The Fund understands and agrees that neither Unified nor any
of its officers, employees or affiliates will serve or act as legal counsel
to the Fund or its affiliates.
4. COMPENSATION.
As compensation for the services rendered to the Fund hereunder,
Unified shall be paid a fee in accordance with the current fee schedule,
attached hereto as Schedule B. The Fund acknowledges having received the
attached fee schedule at the time of its execution of this Agreement. Unified
may amend the aforementioned fee schedule upon sixty (60) days advance written
notice. If such amendment is not acceptable to the Fund, the Fund may terminate
this Agreement pursuant to Section 8 of this Agreement.
5. EXPENSES.
The Fund will bear all expenses incurred in the operation of the Fund,
including, but not limited to, taxes, interest, brokerage fees and commissions,
salaries (if any) and fees of employees, officers and directors who are not
officers, directors, shareholders or employees of Unified, Securities and
Exchange Commission fees and state Blue Sky qualification fees, advisory and
administration fees, charges of custodians, transfer and dividend disbursing
agents' fees, fund accounting agents' fees, insurance premiums, outside auditor
and legal expenses, costs of maintenance of trust existence, costs of
independent pricing services, typesetting and printing of Prospectus for
regulatory purposes and for distribution to current Fund Shareholders, costs of
Unitholders' reports and corporate mailing costs, administrative services fees
for preparation, stuffing and distribution of literature other than those
required by federal or state regulatory authority, meetings and any other
routine or extraordinary expenses. Unified will bear all expenses incurred by it
in connection with the performance by Unified of the services hereunder this
Agreement, except that the Fund shall pay to or reimburse Unified any reasonable
and necessary out-of-pocket or pass-through expenses incurred by Unified on
behalf of the Fund. Unified agrees that such out-of-pocket or pass-through
expenses shall be acceptable and approved by the Fund. Such out-of-pocket or
pass-through expenses shall be paid by the Fund 30 days from the date of
invoice.
6. CONFIDENTIAL TREATMENT.
Unified agrees on behalf of its directors, officers, employees to keep
the information and data furnished by the Fund confidential. Said information
will not be disclosed to any other person or entity without the Fund's written
permission except as required to perform its duties and obligations hereunder
this Agreement and as required by law.
7. LIMITATION OF LIABILITY.
Unified will not be liable for any error of judgment or mistake of law
or for any loss or expense suffered by the Fund, in connection with the matters
to which this Agreement relates, except for a loss or expense resulting from
negligence on its part in the performance of its duties or provision of its
services under this Agreement.
8. TERM AND TERMINATION.
This Agreement shall become effective April 14, 1997 and shall
remain in effect until terminated by either party. Either the Fund or Unified
may terminate this Agreement, at any time, with one hundred twenty (120) days
prior written notice.
However, notwithstanding the foregoing, the Fund may terminate this
Agreement at any time with sixty (60) days written notice if the Trust objects
to a price increase amendment submitted by Unified. In the event of such price
increase amendment objection by the Trust, the existing fee schedule would
prevail until the sooner of: (a) the increase is agreed upon between the
parties; (b) this contract is terminated; or (c) 120 days. Notwithstanding the
foregoing, the total combined period of the Amendment notice and the termination
notice shall not exceed 120 days. No such termination shall apply if Unified's
amendment is based upon the Trust's addition of new portfolios or Unified's if
Unified's amendment has been agreed upon between the parties pursuant to this
Agreement or otherwise in writing.
All terminations shall take effect at the time agreed upon by the
parties. Obligations set forth in Sections 4, 5, 6, 7, 9, 10 and 12 shall
survive such termination, unless satisfied.
Any notice of termination given in connection with this Agreement shall
be in writing, and will be delivered by certified mail, return receipt
requested, or its equivalent to the address that follows and said notice will be
effective upon receipt:
If to the Fund: Saratoga Advantage Trust
Xxxxx Xxxxxxxxxxx
00 Xxxxxx Xxxx, 0xx Xxxxx
Xxx Xxxx, X.X. 10038
If to Unified: Unified Advisers, Inc.
Attention: Xxxxxxx X. Xxxxxxx, Chief Executive Officer
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
9. GOVERNING LAW AND AGREEMENT TO ARBITRATION.
To the extent that state law is not preempted by the provisions of any
federal law, this Agreement shall be administered, construed and enforced in
accordance with the laws of the State of New York, without giving effect to its
choice of law or conflicts of law principles.
The Fund and Unified agree that if either party elects (except if
inconsistent with the provisions below), all controversies which may arise
between the parties concerning the provisions of the services provided under
this Agreement, or concerning the construction, performance or breach of this
Agreement, shall be determined by arbitration at New York, New York in
accordance with the rules of the American Arbitration Association, provided that
the matter is arbitrable. It is understood, however, that this agreement to
arbitrate does not constitute a waiver of the Fund's right to seek a judicial
forum if such waiver would be void under the federal securities laws.
10. SEVERABILITY.
Any term or provision of this agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
11. AMENDMENTS.
No provision of this Agreement may be changed, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought.
12. DELEGATION.
Unified may, with reasonable notice to and the written consent of the
Fund, such consent to not be unreasonably withheld, from time to time delegate
some or all of its duties hereunder to others, who shall perform such functions
as the agent of Unified. To the extent of such delegation, the term "Unified" in
this Agreement shall be deemed to refer to both Unified and to its designee or
to either of them, as the context may indicate. In each provision of this
Agreement fixing or limiting the liabilities of Unified, the term "Unified"
shall include Unified's designee.
13. EXECUTION.
This Agreement may be executed in two or more counterparts, each of
which when so executed shall be deemed to be an original, but such counterparts
shall together constitute but one and the same instrument which is only
effective if all signatures are executed.
14. ASSIGNMENT.
This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the written consent of
Unified or by Unified without the written consent of the Fund, authorized or
approved by a resolution of the Board of Trustees (or Directors as applicable).
15. MISCELLANEOUS.
This Agreement constitutes the full and complete agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements or understandings between the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on behalf of each of them by their duly authorized officers on the date
and year first above written.
UNIFIED ADVISERS, INC. (UNIFIED) THE SARATOGA ADVANTAGE TRUST (FUND)
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxxx
Title:Chairman, CEO Title:President
By: /s/ Xxxx X. Xxxx
Title: President, COO
SCHEDULE A
U.S Government Money Market
Investment Quality Bond Portfolio
Municipal Bond Portfolio
Large Capitalization Value Portfolio
Large Capitalization Growth Portfolio
Small Capitalization Portfolio
International Equity Portfolio
IN WITNESS WHEREOF, the parties have caused this Schedule to this
Agreement to be executed on behalf of each of them by their duly authorized
officers on the date and year first above written.
UNIFIED ADVISERS, INC. (UNIFIED)
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Chairman, CEO
By: /s/ Xxxx X. Xxxx
Title: President
THE SARATOGA ADVANTAGE TRUST (FUND)
By: /s/ Xxxxx X. Xxxxxxxxxxx
Title: President
SCHEDULE B
ADMINISTRATIVE SERVICES FEE SCHEDULE
In accordance with Section 4 of the Administration and compliance
Service Agreement, as compensation for the services provided pursuant to the
aforementioned Agreement, Unified shall be paid the following basic fee:
Unified shall receive an annual fee equal to 0.12% of the average daily
net asset value of the Fund (Twelve Basis Points) or $234,000 ($19,500 per
month), whichever is the lesser amount for the basic services to be performed
under this Administrative Agreement. The fee will be billed on a monthly basis.
Further, upon termination of the Agreement, Unified reserves the right to assess
reasonable fees, to be agreed upon between the parties, to cover conversion
expenses incurred by it in effecting such conversion.
The aforementioned annual fee shall pertain only to the portfolios
listed in Schedule A, attached hereto, and shall not pertain to any portfolios
which may be added to Schedule A in the future. To the extent that additional
portfolios are added to Schedule A, the parties shall amend this Administrative
Services Fee Schedule to reflect such additions by such amounts to be mutually
agreed upon between the parties.
Unified, pursuant to and under the terms and conditions of the
Administration Agreement, hereby agrees to perform the following basic duties
and provide the following basic services consistent with the prices outlined in
this Schedule B, the Administrative Services Fee Schedule and Additional
Optional Services and Fees:
(a) Assist in the development of and provide monitoring of compliance
procedures for the Fund, including, without limitation, procedures to
monitor compliance with applicable law and regulations, the Fund's
investment objectives, policies and restrictions, its continued
qualification as a regulated investment company under the Internal Revenue
Code of 1986, as amended, and other tax matters. Monitoring is limited to
the supervision of activities for which Unified, or one of its affiliates,
assists in the preparation or maintenance of the Fund's books and records,
or which is specifically enumerated below;
(b) Determine, together with the Fund's Board of Trustees, the
jurisdictions in which the Fund's shares shall be registered or qualified
for sale and, in connection therewith, Unified shall be responsible for the
registration or qualification for sale and maintenance of the registrations
or qualifications of shares for sale under the securities laws of any
state. Payment of share registration fees for qualifying or continuing the
qualification of the Fund as a dealer or broker, if applicable, shall be
made by the Fund.
(c) Assist, to the extent reasonably requested by the Fund and its
legal counsel, with the preparation of the Fund's Registration Statement on
Form N-1A or any replacement therefore, limited to one filing per the
Fund's fiscal year;
(d) Assist, to the extent reasonably requested by the Fund and its
legal counsel, with the preparation of the Fund's Prospectus and Statement
of Additional Information, limited to one filing per the Fund's fiscal
year;
(e) Assist in the review of sales literature (advertisements, brochures
and Shareholder communications) for the Fund, including filing with the
NASD and state regulatory agencies, limited to one minimal NASD filing fee
per Fund's fiscal year;
(f) Monitor regulatory and legislative developments which may affect
the Fund and in response to such developments, counsel and assist the Fund
in routine regulatory examinations or routine investigations of the Fund,
and work with the Fund's legal counsel in connection with routine
regulatory matters or routine litigation involving the Fund; and
(g) Perform such other duties related to the administration of the
Fund's operations as reasonably requested by the Board of Trustees, from
time to time, for which an additional fee may be negotiated dependent on
the nature of such other duties. In performing the duties of administrator
to the Fund, Unified (i) will act in accordance with the Fund's Declaration
of Trust, Code of Regulations or its equivalent, Registration Statement,
Prospectus and the instructions and directions of the Board of Trustees and
will conform to, and comply with, the requirements of all applicable
Federal and state laws and the rules and regulations thereunder, and (ii)
will consult with the Fund's legal counsel as necessary or appropriate.
(h) Prepare, with assistance from the agents of the Trust, mutually
agreed upon reports and Board of Trustees materials such as unaudited financial
statements, distribution summaries, and deviations of xxxx-to-market valuation
and the amortized cost for money market funds;
(i) Report, with assistance from the agents of the Trust, Fund
performance to outside services as directed by Fund management;
(j) Prepare, coordinate and file, with assistance from the agents of
the Trust, the Fund's Semiannual and Annual Reports to Shareholders, including
all necessary financial statements;
(k) Monitor, with assistance from the agents of the Trust, each
Portfolio's compliance with investment restrictions (e.g., issuer or industry
diversification, etc.) listed in the current Prospectus and Statement of
Additional Information;
(l) Monitor, with assistance from the agents of the Trust, each Portfolio's
compliance with the requirements of Section 851 of the Code for qualification as
a Registered Investment Company (R.I.C.) (i.e. 90% Income, 30% Income-Short
Three, Diversification Tests);.
(m) Monitor, with assistance from the agents of the Trust, investment
managers' compliance with Board directives such as "Approved Issuers' Listings
for Repurchase Agreements", Rule 17a-7, and Rule 12d-3 procedures;
(n) Administer, with assistance from the agents of the Trust,
compliance by the Fund's Trustees, officers and "access persons" under the terms
of the Fund's Code of Ethics and SEC regulations;
(o) Prepare, with assistance from the agents of the Trust, Fund or
Portfolio expense projections, establish accruals and review on a periodic
basis, including expenses based on a percentage of Fund's average daily net
assets (advisory and administrative fees) and expenses based on actual charges
annualized and accrued daily (audit fees, registration fees, directors' fees,
etc.);
(p) Assist with and coordinate, with assistance from the agents of the
Trust, communications and data collections with regard to any regulatory
examinations, or investigations, and yearly audits by independent
accountants.
(q) Assist in the preparation of supplements to the Prospectus and
Statement of Additional Information. Limited to one filing per the Fund's
fiscal year.
(r) Assist in preparation, filing and mailing of Proxy Statement for
Annual Shareholders Meeting. (Assistance with Special Shareholders
Meetings, i.e. involving fund mergers subject to separate charge.)
(s) Perform NASD sales cap testing and other regulatory and compliance
reports as required.
(t) Review and file advertising material with the NASD and the
necessary states in compliance with state securities laws.
(u) Provide, with assistance from the agents for the Trust, the all
necessary tax compliance duties and services, including but not limited
to: 90% minimum distribution test; 50% assets test for tax-exempt funds;
50% asset test for foreign tax credit pass through; identification of
"private activity" tax exempt; identification of passive foreign
investment companies; and identification of foreign currency
transactions.
(v) Prepare, with assistance from the agents of the Trust, the
semi-annual and annual shareholders reports and coordinate the printing
of same.
(w) Prepare and file, with assistance from the agents of the Trust, the
semi-annual N-SAR.
(x) Perform the following legal duties and services: Prepare and file
annual and other amendments to registration statements; assist with the
preparation and file Forms N-SAR based upon financial information
provided by the agents of the Trust; prepare and file Rule 24f-2 Notices,
based upon financial information provided by the agents of the Trust;
prepare and file, with assistance from the agents of the Trust,
shareholder meeting materials; monitor fidelity bond and directors and
officers errors and omissions policies; review financial statements and
annual reports for legal disclosure requirement; advise on reasonable
routine banking, fiduciary, corporate and securities laws issues.
(y) Provide all necessary blue sky services, including but not limited
to: Track all sales per state to registered amounts; file all required
registration materials; and maintain fund registrations in accordance
with state securities laws.
(z) Perform, with assistance from the agents of the Trust, the
following compliance services: review and adopt compliance manuals and workshop
materials for advisory personnel; provide monthly tax qualification testing,
including 30% gross income test, 90% gross income test and 25% and 59% asset
diversification tests, based upon trial balances and portfolio holdings supplied
by the agents of the Trust; provide 1940 Acts testing, including
diversification, illiquid securities and investments in other investment
companies, based upon trial balances and portfolio holdings supplied by the
agents for the Trust; test fund prospectus limitations and restrictions, based
upon trial balances and portfolio holdings supplied by the agents for the Trust;
consult and advise to remedy compliance issues; act as a liaison for SEC
examinations; issue monthly compliance reports for immediate notification.
(aa) Prepare, with assistance from the agents of the Trust,
quarterly meeting materials, including agenda, minutes, background materials to
meet annual approval requirements.
(bb) Assist the agents of the Trust in maintaining the general corporate
calendar.
(cc) Provide expertise in the selection of proxy vendors and
coordinate shareholder solicitation and vote tabulation process, with assistance
from the agents of the Trust.
(dd) Provide ICI mutual fund industry fee and performance
information or acceptable equivalents, for board materials, annual report
management's discussion and analysis. (Any charges for any equivalent service
acceptable to the Fund, other than ICI, shall be paid by the Fund).
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on behalf of each of them by their duly authorized officers on the date
and year first above written.
THE SARATOGA ADVANTAGE TRUST (FUND)
BY: /s/ Xxxxx X. Xxxxxxxxxxx
ITS: President
UNIFIED ADVISERS, INC. (UNIFIED)
BY: /s/ Xxxxxxx X. Xxxxxxx
ITS: Chairman, CEO
BY: /s/ Xxxx X. Xxxx
ITS: President
ADDITIONAL OPTIONAL SERVICES AND FEES
1. Assistance in preparation and filing for an exemptive order or no
action letter from the Securities and Exchange Commission $1,500 minimum
2. Assist in the preparation of additional Fund's Registration
Statement on Form N1-A or any replacement thereof $500 minimum
3. Assistance in preparation, filing and vote compilation of
Proxy Statement for Special Shareholders Meeting. $10,000 (minimum) per
Special Meeting
4. Assistance in Dissolution and Deregistration of the Fund
(including related Proxy Statement) $15,000 minimum
5. Reorganization/Merger of the Fund or portfolios (including
proxy statement and excluding tax opinion) $17,000 (minimum)
6. Assist in the review of sales literature in excess of ten pieces
per month. $35 per piece (minimum)
7. Qualification and initial registration of Fund securities
under Blue Sky Laws of selected states $750 per state (minimum)
8. Mailings to shareholders/investors Negotiable
9. Such other duties related to the administration of the Fund as agreed
to by Unified Negotiable
(b) PAYMENT SCHEDULE.
The fee is to be computed daily and is due monthly. The fee is payable on the
first business day following the calendar month being billed. The fee will be
prorated for the portion of the month during which the Agreement become
effective.
(c) NET ASSET VALUE.
For the purpose of determining fees payable to Unified, the value of the Fund's
net assets shall be computed as required by the Fund's current prospectus,
generally accepted accounting principles and resolutions of the Board of
Trustees of the Fund.
(d) AMENDMENT TO FEE SCHEDULE.
Unified may amend the aforementioned fee pursuant to the terms and conditions of
the Agreement.
IN WITNESS WHEREOF, the parties have caused this Schedule to this
Agreement to be executed on behalf of each of them by their duly authorized
officers on the date and year first above written.
UNIFIED ADVISERS, INC. (UNIFIED)
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Chairman, CEO
By: /s/ Xxxx X. Xxxx
Title: President
THE SARATOGA ADVANTAGE TRUST (FUND)
By: /s/ Xxxxx X. Xxxxxxxxxxx
Title: President
