FORM OF SELLING AGREEMENT
THE SARATOGA ADVANTAGE TRUST
FROM:
Company>>
Xxxxxxx0xx
Xxxxxxx0xx
Xxxxxx, Xxxxxxx Zip>>
TO:
Funds Distributor, Inc.
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Gentlemen:
We (the "Dealer") desire to enter into an agreement with Funds Distributor, Inc.
(the "Distributor") for the sale and distribution of the shares of the Saratoga
Advantage Trust, an open-end investment company in series form (hereinafter
referred to as the "Trust" and each series thereof as a "Portfolio") of which
Funds Distributor, Inc. is the Distributor and whose shares are offered to the
public at an offering price which will not include a sales charge (hereinafter
referred to as the "Shares"). Upon acceptance of this Agreement by Distributor,
Dealer understands that Dealer may offer and sell Shares subject, however, to
all of the terms and conditions hereof and to Distributor's right, without
notice, to suspend or terminate the sale of the Shares of any one or more of the
Portfolios.
1. Dealer understands that the Shares will be offered and sold at the public
offering price in effect in accordance with the terms of the then-current
prospectus at the time the order for such Shares is confirmed and accepted
by Distributor. All purchase requests and applications submitted by Dealer
are subject to acceptance or rejection in Distributor's sole discretion,
and, if accepted, each purchase will be deemed to have been consummated at
the office of the Trust's shareholder servicing agent.
2. Dealer herein certifies that Dealer is registered as a
broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. ("NASD") and agrees to
maintain its membership in the NASD during the full force and effect of
this Agreement. For as long as this Agreement is in full force and effect,
Dealer agrees to abide by all of the rules and regulations of the
Securities and Exchange Commission ("SEC") and the NASD which are binding
upon underwriters and dealers in the distribution of the securities of
open-end investment companies, including without limitation, Section 2830
of the NASD Conduct Rules, all of which are incorporated herein as if set
forth in full. Dealer agrees that it will not sell or offer for sale Shares
in any state or jurisdiction where Shares have not been qualified for sale.
3. Dealer will offer and sell Shares of any Portfolio only in
accordance with the terms and conditions of the Trust's then current
Prospectus and Dealer will not make representations which are not included
in said Prospectus or in any authorized supplemental material supplied by
Distributor and/or the Trust or its agents. Dealer will use its best effort
in the development and promotion of sales of Shares and agrees to be
responsible for the proper instruction and training of all sales personnel
employed by Dealer, in order that the Shares will be offered in accordance
with the terms and conditions of this Agreement and all applicable laws,
rules and regulations. Dealer agrees to hold Distributor harmless and
indemnify Distributor in the event that Dealer, or any of Dealer's sales
representatives, should violate any law, rule or regulation, or any
provisions of this Agreement, which violation may result in Liability to
Distributor, the Trust or any Portfolio. All expenses which Dealer may
incur in connection with Dealer's activities under this Agreement shall be
borne by Dealer.
4. Payments for purchases of Shares made by wire order from Dealer shall be
made to Distributor's designated agent, and received by Distributor's
designated agent, together with all necessary applications and other
documents require to establish an account within three business days after
the acceptance of Dealer's order or such shorter time as may be required by
law. If such timely payment is not received by Distributor's designated
agent, Dealer understands and agrees herein that Distributor reserves the
right, without notice, forthwith to cancel the sale, or, at Distributor's
option, to sell back to the Portfolio the Shares ordered by Dealer, in
which latter case, Dealer will be held responsible for any loss, including
loss of profit, suffered by Distributor or Distributor's designated agent,
resulting from Dealer's failure to make the aforesaid payment. Where sales
of Portfolio Shares are contingent upon the Portfolio's receipt of funds in
payment therefore, Dealer will forward promptly to Distributor, or
Distributor's designated agent, any purchase orders and/or payments
received by Dealer from investors.
5. Dealer agrees to purchase Shares only from Distributor or from Dealer's
customers. If Dealer purchases Shares from Distributor, Dealer agrees that
all such purchases shall be made only to cover orders received by Dealer
from Dealer's customers, or for Dealer's own bona fide investment. If
Dealer purchases Shares from Dealer's customers, Dealer agrees to pay such
customers not less than the applicable repurchase price as established by
the then current applicable Prospectus.
6. Distributor's obligations to Dealer under this Agreement are subject to all
the provisions of any distributorship agreement entered into between
Distributor and the Trust. Dealer understands and agrees herein that in
Dealer's performing of its services covered by this Agreement that Dealer
is acting as a principal, and Distributor is in no way responsible for the
manner of Dealer's performance or for any of Dealer's acts, employees or
representatives as Distributor's agent, partner or employee, or the agent
or employee of the Trust.
7.
Distributor, its affiliates, and the Trust shall not be liable for any loss,
expenses, damages, costs or other claims arising out of any redemption or
exchange pursuant to telephone instructions from any person, or
Distributor's refusal to execute such instructions for any reason.
8. Dealer agrees to maintain records of all sales of Shares made through
Dealer and to furnish Distributor with copies of each record on request.
9. From time to time during the term of this Agreement Distributor may make
payments to Dealer pursuant to one or more of the distribution and/or
service plans adopted by certain of the Portfolios pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "Act") in consideration of
Dealer furnishing distribution and/or shareholder services hereunder with
respect to each such Portfolio. Distributor has no obligation to make any
such payments and Dealer hereby waives any such payments until Distributor
receives monies therefor from the Portfolio. Any such payments made
pursuant to this Section 9 shall be subject to the following terms and
conditions:
(a) Any such payments shall be in such amounts as Distributor may from time
to time advise Dealer in writing but in any event not in excess of the
amounts permitted by the plan in effect with respect to each particular
Portfolio and will be based on the dollar amount of Portfolio Shares which
are owned of record by Dealer as nominee for Dealer's customers or which
are owned by those customers of Dealer whose records, as maintained by the
Portfolios or their agents, designate Dealer as the customer's dealer of
record. Any such payments shall be in addition to the selling concession,
if any, allowed to Dealer pursuant to this Agreement. No such fee will be
paid to Dealer with respect to Shares purchased by Dealer and redeemed by
the Portfolios or by Distributor as agent within seven business days after
the dates of confirmation of such purchase.
(b) The provisions of this Section 9 relate to the plan adopted by a
particular Portfolio pursuant to Rule 12b-1. In accordance with Rule 12b-1,
any person authorized to direct the disposition of monies paid or payable
by a Portfolio pursuant to this Section 9 shall provide the Portfolio's
Board, and the Board shall review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were
made.
(c) The provisions of this Section 9 applicable to each Portfolio shall
remain in effect for not more than a year and thereafter for successive
annual periods only so long as such continuance is specifically approved at
least annually in conformity with Rule 12b-1 and the Act. The provisions of
this Section 9 shall automatically terminate with respect to a particular
plan, in the event such plan terminates or is not continued or in the event
this Agreement terminates or ceases to remain in effect.
10.
Dealer may terminate this Agreement by notice in writing to Distributor, which
termination shall become effective thirty days after the date of receipt by
Distributor. Dealer agrees that Distributor has and reserves the right, in
Distributor's sole discretion, without notice, to suspend sales of Shares
of any of the Portfolios, or to withdraw entirely the offering of Shares of
any of the Portfolios, or, in Distributor's sole discretion, to modify,
amend or cancel this Agreement upon written notice to Dealer of such
modification, amendment or cancellation, which shall be effective
immediately on the date stated in such notice. Without limiting the
foregoing, Distributor may terminate this Agreement for cause upon
violation by Dealer of any of the provisions of this Agreement, said
termination to become effective on the date of the mailing of the notice to
Dealer of such termination. Without limiting the foregoing, any provision
hereof to the contrary notwithstanding, Dealer's expulsion from the NASD
will automatically terminate this Agreement without notice. Dealer's
suspension from the NASD the appointment of a trustee for all or
substantially all of Dealer's business assets, or violation of applicable
State or Federal laws or rules or regulations of authorized regulatory
agencies will terminate this Agreement effective upon the date of
Distributor's mailing to Dealer of such termination. Distributor's failure
to terminate for any cause shall not constitute a waiver of Distributor's
right to terminate at a later date for any such cause. All notices
hereunder shall be to the respective parties at the addresses listed
herein, unless changed by written notice. Any dispute that may arise in
connection with this Agreement shall be submitted to arbitration by the
NASD, with the panel to be located in Boston, Massachusetts.
11. This Agreement shall become effective upon Distributor's execution of this
Agreement, such date being the one appearing below. This Agreement and all
the rights and obligations of the parties hereunder shall be governed by
and construed under the laws of the Commonwealth of Massachusetts. This
Agreement is not assignable by Dealer without the written permission of
Distributor. The Trust may assign or transfer this Agreement to any
successor firm or corporation which becomes Distributor or Sub-Distributor
of the Trust.
"Accepted"
Company>> Funds Distributor, Inc.
By: __________________________ By: ________________________________
(Authorized Signature) Print Name:__________________________
Date:
--------------------------
(Please Print Name)
Date: __________________________
