PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
SARATOGA ADVANTAGE TRUST
WHEREAS, Saratoga Advantage Trust (the "Trust") engages in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, the Trust desires to adopt a Plan of Distribution pursuant to Rule
12b-1 under the Act, and the Trustees have determined that there is a reasonable
likelihood that adoption of this Plan of Distribution on behalf of the Health &
Biotechnology Portfolio, Technology & Communications Portfolio, Financial
Services Portfolio, Energy & Basic Materials Portfolio, and Mid-Capitalization
Portfolio, each a separate investment portfolio of the Trust (each a "Fund")
will benefit each Fund and its shareholders;
WHEREAS, the Trust and Orbitex Funds Distributor, Inc. (the "Distributor")
have entered into a separate Distribution Agreement pursuant to which the Trust
on behalf of each Fund has employed the Distributor in such capacity during the
continuous offering of shares of the Trust.
NOW, THEREFORE, the Trust on behalf of each Fund hereby adopts, and
Distributor and Saratoga Capital Management (the "Manager") hereby agree to the
terms of, this Plan of Distribution (the "Plan") in accordance with Rule 12b-1
under the Act on the following terms and conditions. The Plan is applicable
solely to Class A Shares of each Fund.
1. The Trust shall pay, to the Distributor as the distributor of securities
of which the Trust is the issuer, compensation for distribution of its shares at
the annual rate of 0.40% of the average daily net assets of Class A shares of
each Fund. Such compensation shall be calculated and accrued daily and paid
monthly or at such other intervals as the Trustees shall determine. The
Distributor may direct that all or any part of the amounts receivable by it
under this Plan be paid directly to other broker-dealers or financial
institutions who provide distribution services.
2. The amount set forth in paragraph 1 of this Plan shall be paid for
services of the Distributor and other broker-dealers it may select in connection
with the distribution of the Trust's shares, including personal services to
shareholders with respect to their holdings of Class A shares, and may be spent
by the Distributor and such broker-dealers or financial institutions on any
activities or expenses related to the distribution of the Trust's shares,
including, but not limited to: compensation to, and expenses of, account
executives or other employees of the Distributor, its affiliates or other
broker-dealers or financial institutions; overhead and other branch office
distribution-related expenses and telephone expenses of persons who engage in or
support distribution of shares or who provide personal services to shareholders;
printing of prospectuses and reports for other than existing shareholders;
preparation, printing and distribution of sales literature and advertising
materials and opportunity costs in incurring the foregoing expenses (which may
be calculated as a carrying charge on the excess of the
distribution expenses incurred by the Distributor or other broker-dealers over
distribution revenues received by them). In addition, the amount specified in
paragraph 1 may be paid to the Manager for marketing and support services
related to the distribution of Class A shares of each Fund, including the
preparation of marketing material, provision of software to broker-dealers and
sales support.
3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of the Trustees of the Trust
including those Trustees who are not "interested persons" of the Trust (as
defined in the Act) and have no direct or indirect financial interests in the
operation of this Plan or any agreements related to it (the "Rule 12b-1
Trustees"), cast in person at a meeting (or meetings) called for the purpose of
voting on this Plan and such related agreements.
4. This Plan shall continue in effect until _________, 2002 and from year
to year thereafter for so long as such continuance is specifically approved at
least annually in the manner provided for approval of this Plan in paragraph 3
hereof.
5. The Distributor and the Manager shall provide to the Trustees of the
Trust and the Trustees shall review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made. In
this regard, the Trustees shall request the Distributor and the Manager to
specify such items of expenses as the Trustees deem appropriate. The Trustees
shall consider such items as they deem relevant in making the determinations
required in paragraph 5 above hereof.
6. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding Class A voting
securities of each Fund, and any agreement under the Plan will terminate in the
event of its assignment (as defined in the Act). In the event of any such
termination or in the event of non renewal, each Fund shall have no obligation
to pay expenses which have been incurred by the Distributor, the Manager or
other broker-dealers or financial institutions in excess of payments made by
each Fund pursuant to the Plan. However, this shall not preclude consideration
by the Trustees of the manner in which such excess expenses shall be treated.
7. This Plan may not be amended to increase materially the amount of
distribution expenses provided for in paragraph 1 hereof unless such amendment
is approved by a vote of at least a majority of the outstanding Class A voting
securities of each Fund, and no material amendment to the Plan shall be made
unless approved in the manner provided for approval and annual renewal in
paragraph 3 hereof.
8. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Trust shall be
committed to the discretion of the Trustees who are not interested persons.
9. Each Fund shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of this Plan, or the agreements or such report, as
the case may be, the first two years in an easily accessible place.
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IN WITNESS WHEREOF, the Trust and the Distributor have executed this Plan
of Distribution as of _____________, 2002.
SARATOGA ADVANTAGE TRUST (TRUST)
BY: /s/ BRUCE E. VENTIMIGLIA
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ITS: CHAIRMAN, PRESIDENT & CEO
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FUNDS DISTRIBUTOR, INC. (DISTRIBUTOR)
BY: /s/ PATRICK W. MCKEON
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ITS: V.P./CHIEF COMPLIANCE OFFICER
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