SARATOGA ADVANTAGE TRUST JAMES ALPHA GLOBAL ENHANCED REAL RETURN PORTFOLIO USE OF NAME AGREEMENT
XXXXX ALPHA GLOBAL ENHANCED REAL RETURN PORTFOLIO
THIS AGREEMENT is made as of the 1st day of February, 2011 by and between Saratoga Advantage Trust (the “Trust”), on behalf of the Xxxxx Alpha Global Enhanced Real Return Portfolio, a series of the Trust (the “Fund”), Xxxxx Alpha Cayman Commodity Fund I Ltd., a Cayman Islands company (the “Subsidiary”), and Xxxxx Alpha Management, LLC (“JAM”).
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company, registered as such under the Investment Company Act of 1940 (the “Investment Company Act”); and
WHEREAS, the Fund is a series of the Trust having separate assets and liabilities; and
WHEREAS, the Subsidiary is incorporated as an Exempted Company under The Companies Laws (2007) Revision of the Cayman Islands and the sole shareholder of the Subsidiary is the Fund; and
WHEREAS, JAM is engaged in the business of seeding funds and supplying placement agent services as an independent contractor and acts as placement agent for the Fund; and
WHEREAS, the Trust desires to use the name “Xxxxx Alpha” as part of the Fund’s name and the Subsidiary desires to use the name “Xxxxx Alpha” as part of its name and JAM is agreeable to having its name used in such capacities on the terms set forth in this Agreement;
NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement, intending to be legally bound hereby, mutually agree as follows:
1. USE OF NAME. The Fund and the Subsidiary and their agents may use the name “Xxxxx Alpha” or any name derived therefrom including in connection with the marketing of the Fund and any filings required to be made with the Securities and Exchange Commission for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Fund and the Subsidiary shall each cease to use such a name or any other name connected with JAM.
2. TERMINATION; NO ASSIGNMENT.
(a) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to JAM, by the Subsidiary upon sixty (60) days’ written notice to JAM, and by JAM, with respect to the Fund or the Subsidiary, upon 120 days’ written notice to the Fund or the Subsidiary, respectively.
(b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.
3. NO CONFLICT. Each party hereby represents and warrants to the other party that party’s execution, delivery and performance of this Agreement do not: (i) violate, conflict with or result in the breach of any provision of the charter or by-laws (or similar organizational documents) of such party; (ii) conflict with or violate any governmental order applicable to such party or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party.
4. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
5. CAPTIONS; COUNTERPARTS. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in counterparts, all of which together shall constitute the same agreement.
6. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all on the day and year first above written.
XXXXX ALPHA MANAGEMENT, LLC
on behalf of the
Xxxxx Alpha Global Enhanced
Real Return Portfolio
By:
By:
Name:
Xxxxx Xxxxxxxxxxx
Name:
Title:
President
Title:
XXXXX ALPHA CAYMAN
COMMODITY FUND I, LTD.
By:
Name:
Xxxxx Xxxxxxxxxxx
Title:
Director
