SARATOGA ADVANTAGE TRUST
Amended and Restated
Multiple Class Plan
Pursuant to Rule 18f-3
Introduction
This plan (the "Plan") is adopted pursuant to Rule 18f-3(d) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and will be
effective as of _____________ (the "Effective Date"). The Plan relates to shares
of Saratoga Advantage Trust (the "Trust"). Each separate portfolio of the Trust
is referred to herein as a Fund (collectively, the "Funds"). The Funds are
distributed pursuant to a system (the "Multiple Class System") in which each
class of shares (each, a "Class" and collectively, the "Classes") of a Fund
represents a pro rata interest in the same portfolio of investments of the Fund
and differs only to the extent outlined below.
I. Distribution Arrangements
One or more Classes of shares of the Funds are offered for purchase by
investors with the sales load structures described below. In addition, pursuant
to Rule 12b-1 under the 1940 Act, the Funds have each adopted a Plan of
Distribution (the "12b-1 Plan") under which shares of certain Classes are
subject to the service and/or distribution fees ("12b-1 fees") described below.
1. Class I Shares
Class I shares are offered at net asset value per share without the
imposition of any sales charge. All shares of the Funds held prior to the
Effective Date have been designated as Class I shares.
2. Class A Shares
Class A shares are offered by the Health & Biotechnology Portfolio,
Technology & Communications Portfolio, Financial Services Portfolio, Energy &
Basic Materials Portfolio, and Mid-Capitalization Portfolio at net asset value
with the following front end sales charges ("FESC") based on the amount of
purchase:
Less than $50,000 5.75%
----------------------------------------------------------------------
$50,000 but less than $100,000 4.50%
----------------------------------------------------------------------
$100,000 but less than $250,000 3.50%
----------------------------------------------------------------------
$250,000 but less than $500,000 2.50%
----------------------------------------------------------------------
$500,000 but less than $1,000,000 2.00%
----------------------------------------------------------------------
$1,000,000 or more None, unless there is a
redemption within 1
year of purchase in
which case
there is a 1%
contingent deferred
sales charge ("CDSC")
unless the redemption
proceeds are invested
back into the Funds
within 90 days, or you
were involuntarily
redeemed.
Class A shares are also subject to a distribution fee pursuant to a 12b-1
Plan, assessed at the annual rate of up to 0.40% of the average daily net assets
of Class A.
3. Class B Shares
Class B shares are offered without a FESC but will in most cases be subject
to a six-year declining CDSC which is calculated in the manner set forth in
paragraph 5 below. Class B shares are also subject to a fee under each Fund's
respective 12b-1 Plan, assessed at the annual rate of up to 1.0% of the average
daily net assets of Class B. A portion of the 12b-1 fee equal to up to 0.25% of
the Fund's average daily net assets is characterized as a service fee within the
meaning of the NASD guidelines and the remaining portion of the 12b-1 fee, if
any, is characterized as an asset-based sales charge. Also, Class B shares have
a conversion feature ("Conversion Feature") under which such shares convert to
Class N shares after a certain holding period. Details of the Conversion Feature
are set forth in Section III below.
4. Class C Shares
Class C shares are offered without imposition of a FESC, but will in most
cases be subject to a CDSC of 1.0% on redemptions made within one year after
purchase. Further information relating to the CDSC is set forth in paragraph 5
below. In addition, Class C shares, under each Fund's 12b-1 Plan, are subject to
12b-1 payments, assessed at the annual rate of up to 1.0% of the average daily
net assets of the Class. A portion of the 12b-1 fee equal to up to 0.25% of the
Fund's average daily net assets is characterized as a service fee within the
meaning of NASD guidelines. Unlike Class B shares, Class C shares do not have
the Conversion Feature.
5. Additional Class of Shares
The Boards of Directors/Trustees of the Funds have the authority to create
additional Classes, or change existing Classes, from time to time, in accordance
with Rule 18f-3 under the 1940 Act.
6. Calculation of the CDSC
Any applicable CDSC is calculated based upon the lesser of net asset value
of the shares at the time of purchase or at the time of redemption. The CDSC
does not apply to amounts representing an increase in share value due to capital
appreciation and shares acquired through the reinvestment of dividends or
capital gains distributions. The CDSC schedule applicable to a Fund and the
circumstances in which the CDSC is subject to waiver are set forth in each
Fund's prospectus.
II. Expense Allocations
2
Expenses incurred by a Fund are allocated among the various Classes of
shares pro rata based on the net assets of the Fund attributable to each Class,
except that 12b-1 fees relating to a particular Class are allocated directly to
that Class. In addition, other expenses associated with a particular Class
(except advisory or custodial fees), may be allocated directly to that Class,
provided that such expenses are reasonably identified as specifically
attributable to that Class, and the direct allocation to that Class is approved
by the Fund's Board of Director/Trustees.
III. The Conversion Feature
Class B shares of each Fund will automatically convert to Class I shares,
based on the relative net asset values of the shares of the two Classes on the
conversion date, which will be approximately 8 (eight) years after the date of
the original purchase. Conversions will be effected once a month. The eight year
period will be calculated from the last day of the month in which the shares
were purchased or, in the case of Class B shares acquired through an exchange or
a series of exchanges, from the last day of the month in which the original
Class B shares were purchased. There will also be converted at that time such
proportion of Class B shares acquired through automatic reinvestment of
dividends owned by the shareholder as the total number of his or her Class B
shares converting at the time bears to the total number of outstanding Class B
shares purchased by and owned by the shareholder.
Effectiveness of the Conversion Feature is subject to the continuing
availability of a ruling of the Internal Revenue Service or an opinion of
counsel to the effect that (i) the conversion of shares does not constitute a
taxable event under the Code; (ii) Class I shares received on conversion will
have a basis equal to the shareholder's basis in the converted Class B shares
immediately prior to the conversion; and (iii) Class I shares received on
conversion will have a holding period that includes the holding period of the
converted Class B shares. The Conversion Feature may be suspended if the Ruling
or opinion is no longer available. In such event, Class B shares would continue
to be subject to Class B fees under the applicable Fund's 12b-1 Plan.
II. Exchange Privileges
Shares of each Class may be exchanged for shares of the same Class of the
other Funds that offer that Class. The exchange privilege of each Fund may be
terminated or revised at any time by the Fund upon such notice as may be
required by applicable regulatory agencies as described in each Fund's
prospectus.
II. Voting
Each Class shall have exclusive voting rights on any matter that relates
solely to its 12b-1 Plan, except that Class B shareholders will have the right
to vote on any proposed material increase in Class I's expenses, including
payments under a Class I 12b-1 Plan, if such proposal is submitted separately to
Class I shareholders. If the amount of expenses, including payments under the
Class I 12b-1 Plan, is increased materially without the approval of Class B
shareholders, the Fund will establish a new Class I for Class B shareholders
whose shares automatically convert on the same terms as applied to Class I
before the increase. In addition,
3
each Class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one Class differ from the interests of
any other Class.
4