AMENDED AND RESTATED
MANAGEMENT AGREEMENT
Agreement dated and effective as of September 1, 1994, as amended and restated
on September 20, 2002 between THE SARATOGA ADVANTAGE TRUST, Delaware business
trust (herein referred to as the "Trust"), and SARATOGA CAPITAL MANAGEMENT I,
LLC a Delaware limited liability company (the "Manager").
WHEREAS, the Trust is an open-end diversified management investment company
registered with the Securities and Exchange Commission (the "Commission")
pursuant to the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, the Trust is organized in series form and each of the U.S. Government
Money Market Portfolio, the Investment Quality Bond Portfolio, the Municipal
Bond Portfolio, the Large Capitalization Value Portfolio, the Large
Capitalization Growth Portfolio, the Small Capitalization Portfolio, the
International Equity Portfolio, the Health & Biotechnology Portfolio, the
Technology & Communications Portfolio, the Financial Services Portfolio, the
Energy & Basic Materials Portfolio, and the Mid Capitalization Portfolio is a
separately capitalized series ("Portfolio") of shares of beneficial interest to
be issued by the Trust pursuant to the Trust Registration Statement;
NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter
set forth, the Trust and the Manager agree as follows:
1. Appointment of Manager. The Manager hereby undertakes and agrees, upon the
terms and conditions herein set to (i) supervise the Trust's investment program,
including advising and consulting with the Trust's board of trustees and the
investment advisers for each of the Trust's portfolios (the "Investment
Advisers") regarding the Trust's overall investment strategy and make
recommendations to the Trust's board of trustees regarding the retention by the
Portfolios of the Investment Advisers, (ii) monitor the performance of the
Trust's outside service providers, including the Trust's administrator, agent
and custodian and (iii) pay the salaries, fees and expenses of such of the
Trust's officers, trustees or employees as are directors, officers or employees
of the Manager. In addition, the Manager hereby undertakes and agrees to appoint
investment advisers to the Portfolios to (a) make, in consultation with the
Manager and the Trust's Board of Trustees, investment strategy decisions for the
respective Portfolio (b) manage the investing and reinvesting of the Trust
assets (c) place purchase and sale orders on behalf of the Trust's Portfolios,
and (d) provide research and statistical data to the Trust in relation to
investing and other matters within the scope of the investment objectives and
limitations of the Trust's Portfolios. The Investment Advisers shall have the
sole ultimate discretion over investment decisions for the Trust's Portfolios.
2. In connection herewith, the Manager agrees to (i) maintain a staff within its
organization to furnish the above services to the Trust and to the Investment
Advisers and (ii) provide the Trust with persons satisfactory to the Trust's
Board of Trustees to serve as officers and employees of the Trust. The Manager
shall bear all expenses arising out of its duties hereunder.
3. Except as otherwise provided in this Agreement and the Advisory Agreements
(as defined below) and the Administration Agreement between the Trust and
Unified Advisers, Inc., the Trust shall be responsible for all of the Trust's
expenses and liabilities, including but not limited to organizational and
offering expenses (which include out-of-pocket expenses, but not overhead or
employee costs of the
Manager and the Investment Advisers); expenses for legal, accounting and
auditing services; tax and governmental fees; dues and expenses incurred in
connection with membership in investment company organizations; printing and
distributing shareholder reports, proxy materials, prospectuses, stock
certificates and distributions of dividends; charges of the Trust's custodians,
sub-custodians, registrars, transfer agents, dividend-paying agents and dividend
reinvestment plan agents; payment for portfolio pricing services to a pricing
agent, if any; costs of the determination of the Portfolios' daily net asset
values; registration and filing fees of the Securities and Exchange Commission;
expenses of registering or qualifying securities of the Trust for sale in the
various states; freight and other charges in connection with the shipment of the
Trust's portfolio securities; fees and expenses of non-interested trustees;
travel expenses or an appropriate portion thereof of trustees and officers of
the Trust who are directors, officers or employees of the Manager or the
Investment Advisers to the extent that such expenses relate to attendance at
meetings of the Board of Trustees or any committee thereof; costs of
shareholders meetings; insurance; interest; brokerage costs; fees payable to the
Trust's Administrator pursuant to an Administration Agreement; litigation and
other extraordinary or non-recurring expenses.
4. Remuneration. (a) The Trust agrees to pay the Manager, and the Manager agrees
to accept as full compensation for the performance of all its functions and
duties to be performed hereunder, a fee based on the total net assets of each
Portfolio at the end of each business day as set forth on Schedule A hereto.
Determination of net asset value of each Portfolio will be made in accordance
with the policies disclosed in the Trust's registration statement under the 0000
Xxx. The fee is payable at the close of business on the last day of each
calendar month and shall be made on the first business day following such last
calendar day. The payment due on such day shall be computed by (1) adding
together the results of multiplying (i) the total net assets of each Portfolio
on each day of the month by (ii) the applicable daily fraction of the advisory
fee percentage rate of such Portfolio as set on Schedule A hereto and then (2)
adding together the total monthly amounts computed for each Portfolio.
(b) Compensation of the Investment Advisers for services provided under the
Advisory Agreements is the sole responsibility of the Manager.
5. Representations and Warranties. The Manager represents and warrants that it
is duly registered and authorized as an investment adviser under the Investment
Advisers Act of 1940, as amended, and the Manager agrees to maintain effective
requisite registrations, authorizations and licenses, as the case may be, until
the termination of this agreement.
6. Services Not Deemed Exclusive. The services provided hereunder by the Manager
are not to be deemed exclusive and the Manager and any of its affiliates or
related persons are free to render similar services to others and to use the
research developed in connection with this agreement for other clients or
affiliates. Nothing herein shall be construed as constituting the Manager an
agent of any of the Investment Advisers or of the Trust.
7. Limit of Liability. The Manager shall exercise its best judgment in rendering
the services in accordance with the terms of this agreement. The Manager shall
not be liable for any error of judgment or mistake of law or for any act or
omission or any loss suffered by the Trust in connection with the matters to
which this agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Manager against any liability to the Trust or
its shareholders to which the Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or from reckless disregard of its obligations and duties under this
agreement ("disabling conduct"). The Trust will indemnify the Manager against,
and hold it harmless from, any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses), including but not
limited to any amounts paid in satisfaction of judgments, in compromise or as
fines or penalties, not resulting from disabling conduct. Indemnification shall
be made only upon the happening of one of the
following events: (i) a final decision on the merits by a court or other body
before whom the proceeding was brought that the Manager was not liable by reason
of disabling conduct or (ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the Manager was not liable
by reason of disabling conduct by (a) the vote of a majority of a quorum of
trustees of the Trust who are neither "interested persons" of the Trust nor
parties to the proceeding ("disinterested non-party trustees") or (b) an
independent legal counsel in a written opinion. The Manager shall be entitled to
advances from the Trust for payment of the reasonable expenses incurred by it in
connection with the matter as to which it is seeking indemnification in the
manner and to the fullest extent permissible under law. Prior to any such
advance, the Manager shall provide to the Trust a written affirmation of its
good faith belief that the standard of conduct necessary for indemnification by
the Trust has been met. In addition, at least one of the following additional
conditions shall be met: (a) the Manager shall provide security in form and
amount acceptable to the Trust for its undertaking; (b) the Trust is insured
against losses arising by reason of the advance; or (c) a majority of a quorum
of disinterested non-party trustees or independent legal counsel, in a written
opinion, shall have determined, based on a review of facts readily available to
the Trust at the time the advance is proposed to be made, that there is reason
to believe that the Manager will ultimately be found to be entitled to
indemnification.
8. Duration and Termination. This agreement shall become effective as of the
date hereof and shall continue in effect for two years from the date hereof
(unless sooner terminated in accordance with this agreement) and thereafter for
successive annual periods, but only so long as such continuance is specifically
approved at least annually with respect to each Portfolio by the affirmative
vote of (i) a majority of the members of the Trust's Board of Trustees who are
not parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of any such party, cast in person at a meeting called for the purpose of
voting on such approval and (ii) a majority of Trust's Board of Trustees or the
holders of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the respective Portfolio.
Notwithstanding the above, this agreement may nevertheless be terminated
with respect to one or more Portfolios at any time, without penalty, by the
Trust's Board of Trustees, by vote of holders of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the respective Portfolio or by
the Manager, upon 60 days' written notice delivered to each party hereto. Any
such notice shall be deemed given when received by the addressee.
9. Amendment or Assignment. This Agreement may be amended only if such amendment
is specifically approved with respect to each Portfolio by (i) the vote of a
majority of the outstanding voting securities of the respective Portfolio and
(ii) a majority of the Trustees, including a majority of those Trustees who are
not parties to this agreement or interested persons of such party, cast in
person at a meeting called for the purpose of voting on such approval. This
Agreement shall automatically and immediately terminate in the event of its
assignment, as that term is defined in the 1940 Act and the rules thereunder.
10. Severability. If any provisions of this Agreement shall be held or made
unenforceable by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Definitions. As used in this Agreement, the terms "interested person" and
"vote of a majority of the outstanding securities" shall have the respective
meanings set forth in Section 2(a)(19) and 2(a)(42) of the 1940 Act.
12. No Liability of Shareholders. This Agreement is executed by the Trustees of
the Trust, not individually, but in their capacity as Trustees under the
Declaration of Trust made April 4, 1994. None of the Shareholders, Trustees,
officers, employees, or agents of the Trust shall be personally bound or liable
under this Agreement, nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder but only to the property of
the Trust and, if the obligation or claim relates to the property held by the
Trust for the benefit of one or more but fewer than all Portfolios, then only to
the property held for the benefit of the affected Portfolio.
13. Governing Law. This Agreement shall be governed, construed and interpreted
in accordance with the laws of the State of New York, provided, however, that
nothing herein shall be construed as being inconsistent with the 1940 Act.
14. Notices. Any notice hereunder shall be in writing and shall be delivered in
person or by telex or facsimile (followed by delivery in person) to the parties
at the addresses set forth below.
If to the Trust:
Saratoga Advantage Trust
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to the Manager:
Saratoga Capital Management I, LLC
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided above shall be
deemed to have been given, if by personal delivery, on the day of such delivery,
and, it by telex, facsimile, or mail, on the date on which such telex,
facsimile, or mail is sent.
15. Counterparts. This agreement may be executed in more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
16. Notification of Change in Membership of Limited Liability Company. The
Manager agrees to notify the Trust of any change in the membership of the
Manager within a reasonable period of time after such change.
IN WITNESS WHEREOF, the parties hereto caused their authorized signatories to
execute this agreement as of the day and year first written above.
THE SARATOGA ADVANTAGE TRUST
By: /s/ Xxxxx X Xxxxxxxxxxx
-----------------------
Name: Xxxxx X Xxxxxxxxxxx
Title: President, CEO and Chairman of the Board
SARATOGA CAPITAL MANAGEMENT I, LLC
By: /s/ Xxxxx X Xxxxxxxxxxx
-----------------------
Name: President, CEO and Chairman
Title: Xxxxx X Xxxxxxxxxxx
Schedule A to
Management Agreement
between
Saratoga Advantage Trust and Saratoga Capital Management I, LLC
Annual Fee as a
Percentage of Daily
Name of Series Net Assets
-------------- -------------------
U.S. Government Money Market Portfolio .475%
Investment Quality Bond Portfolio .55%
International Equity Portfolio .75%
Small Capitalization Portfolio .65%
Municipal Bond Portfolio .55%
Large Capitalization Value Portfolio .65%
Large Capitalization Growth Portfolio .65%
Health & Biotechnology Portfolio 1.25%
Technology & Communications Portfolio 1.25%
Financial Services Portfolio 1.25%
Energy & Basics Materials Portfolio 1.25%
Mid Capitalization Portfolio 1.25%
