|1. APPOINTMENT OF NLD AND DELIVERY OF DOCUMENTS
|2. NATURE OF DUTIES
|3. OFFERING OF SHARES
|4. LICENSED REPRESENTATIVES OF THE FUNDS.
|5. REPURCHASE OR REDEMPTION OF SHARES BY THE TRUST
|6. DUTIES AND REPRESENTATIONS OF NLD
|7. DUTIES AND REPRESENTATIONS OF THE TRUST
|8. INDEMNIFICATION OF NLD BY THE TRUST
|9. INDEMNIFICATION OF THE TRUST BY NLD
|10. NOTIFICATION BY THE TRUST
|11. COMPENSATION AND EXPENSES
|12. SELECTED DEALER AND SELECTED AGENT AGREEMENTS
|14. EFFECTIVENESS AND DURATION
|15. DISASTER RECOVERY
AGREEMENT effective as of the 1st day of February, 2019, by and between THE SARATOGA ADVANTAGE TRUST, a Delaware business trust,
having its principal office and place of business at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 (the “Trust”),
and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business
at 00000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000 (“NLD”).
the Trust is offering shares of beneficial interest (the “Shares”) in separate investment portfolios as set forth on
Schedule A, as may be amended from time to time (each a “Fund”), and each a series of the Trust; and
the Trust is an open-end management investment company registered with the United States Securities and Exchange Commission under
the Investment Company Act of 1940, as amended (the “1940 Act”); and
NLD is registered under the Securities Exchange Act of 1934, as amended ("1934 Act"), as a broker-dealer and is engaged
in the business of selling shares of registered investment companies either directly to purchasers or through other financial intermediaries;
the Trust desires that NLD offer, as principal underwriter, the Shares of the Funds to the public and NLD is willing to provide
those services on the terms and conditions set forth in this Agreement in order to promote the growth of the Funds and facilitate
the distribution of the Shares;
for and in consideration of the mutual covenants and agreements contained herein, the Trust and NLD hereby agree as follows:
of NLD and Delivery of Documents
The Trust hereby appoints NLD, and
NLD hereby agrees, to act as principal underwriter and distributor of the Shares of the Funds for the period and on the terms set
forth in this Agreement. In connection therewith, the Funds have delivered to NLD current copies of:
the Trust’s Agreement and Declaration
of Trust and By-laws (“Organic Documents”);
the Trust’s current Registration
the Trust’s notification of
registration under the 1940 Act on Form N-8A as filed with the SEC;
the Trust’s current Prospectus
and Statement of Additional Information (as currently in effect and as amended or supplemented, the “Prospectus”);
any current plan of distribution or
similar document adopted by the Funds under Rule 12b-1 under the 1940 Act (“Plan”) and each current shareholder service
plan or similar document adopted by the Trust (“Service Plan”).
The Trust shall promptly furnish NLD
all amendments of or supplements to
the foregoing; and
a copy of the resolution of the Board
appointing NLD and authorizing the execution and delivery of this Agreement.
NLD shall act as distributor of the
Funds except that the rights given under this Agreement to NLD shall not apply to: (i) Shares issued in connection with the
merger, consolidation or reorganization of any other investment company or series or class thereof with a Fund or class thereof;
(ii) the Trust’s acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment
company or series or class thereof; (iii) the reinvestment in Shares by the Funds’ shareholders of dividends or other distributions;
or (iv) any other offering by the Funds of securities to its shareholders (collectively "exempt transactions").
Notwithstanding the foregoing, NLD
is and may in the future distribute shares of other investment companies including investment companies having investment objectives
similar to those of the Funds. The Funds further understand that existing and future investors in the Funds may invest in shares
of such other investment companies. The Funds agree that the services that NLD provides to such other investment companies shall
not be deemed in conflict with its duties to the Funds under this Agreement.
NLD shall have the right to buy from
the Funds the Shares needed to fill unconditional orders for Shares of the Funds placed with NLD by investors or selected dealers
or selected agents (each as defined in Section 12 hereof) acting as agent for their customers’ or on their own behalf. Alternatively,
NLD may act as the Funds’ agent, to offer, and to solicit offers to subscribe to, Shares of the Funds.
The price that NLD shall pay for Shares
purchased from the Funds shall be the NAV used in determining the Public Offering Price on which the orders are based. Shares purchased
by NLD are to be resold by NLD to investors at the respective Public Offering Price(s), or to selected dealers or selected agents
acting in accordance with the terms of selected dealer or selected agent agreements described in Section 12 of this Agreement.
The Funds will advise NLD of the NAV(s) each time that it is determined by the Funds, or its designated agent, and at such other
times as NLD may reasonably request.
NLD will promptly forward all orders
and subscriptions to the Funds or its designated agent. All orders and all subscriptions shall be directed to the Funds for acceptance
and shall not be binding until accepted by the Funds. Any order or subscription may be rejected by the Funds; provided, however,
that the Funds will not arbitrarily or without reasonable cause refuse to accept or confirm orders or subscriptions for the purchase
of Shares. The Funds or its designated agent will confirm orders and subscriptions upon their receipt, will make appropriate book
entries and, upon receipt by the Funds or its designated agent of payment therefore, will issue such Shares in uncertificated form
pursuant to the instructions of NLD. NLD agrees to cause such payment and such instructions to be delivered promptly to the Funds
or its designated agent.
The Funds reserve the right to suspend
the offering of Shares of the Funds at any time in the absolute discretion of the Board, and upon notice of such suspension NLD
shall cease to offer Shares of the Funds specified in the notice.
No Shares shall be offered by either
NLD or the Funds under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall
be accepted by the Funds if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments
thereto shall be suspended under any of the provisions of the Securities Act, or if and so long as a current Prospectus, as required
by Section 10(b) of the Securities Act, as amended, is not on file with the SEC; provided, however, that nothing contained in this
paragraph shall in any way limit the Funds’ obligation to repurchase Shares from any shareholder in accordance with the provisions
of the Fund's Organic Documents or the Prospectus applicable to the Shares.
REPRESENTATIVES OF THE FUNDS.
At the request of the Trust, a Fund,
a Fund’s sponsor, adviser or affiliate, NLD may license certain designated employees as a “registered representative”
and maintain their licensed status in accordance with FINRA rules and regulations including the following:
Form U-4’s and fingerprint submission and processing renewals and terminations
compliance up-dates and training
of materials and training for compliance with FINRA continuing education requirements
of registered representatives
NLD reserves the right in its sole discretion to refuse
to register or maintain the registration for any individual and otherwise impose any requirements, fees or limitations on licensed
OR REDEMPTION OF SHARES BY THE TRUST
Any of the outstanding Shares of the
Funds may be tendered for redemption at any time, and the Funds agree to redeem or repurchase the Shares so tendered in accordance
with its obligations as set forth in the Organic Documents and the Prospectus relating to the Shares.
The Funds or its designated agent
the total amount of the redemption
price consisting of the NAV less any applicable redemption fee to the redeeming shareholder or its agent, and
except as may be otherwise required
by FINRA Rules, any applicable deferred sales charges to NLD in accordance with NLD’s instructions on or before the fifth
business day (or such other earlier business day as is customary in the investment company industry) subsequent to the Trust or
its agent having received the notice of redemption in proper form.
Redemption of Shares or payment therefore
may be suspended at times when the New York Stock Exchange is closed for any reason other than its customary weekend or holiday
closings, when trading thereon is restricted, when an emergency exists as a result of which disposal by the Funds of securities
owned by the Funds is not reasonably practicable or it is not reasonably practicable for the Funds fairly to determine the value
of the Funds’ net assets, or during any other period when the SEC so requires or permits.
AND REPRESENTATIONS OF NLD
NLD shall use reasonable efforts to
facilitate the sale of Shares of the Funds upon the terms and conditions contained herein and in the then current Prospectus. NLD
shall devote reasonable time and effort to facilitate the distribution of Fund shares but shall not be obligated to sell any specific
number of Shares. The services of NLD to the Funds hereunder are not to be deemed exclusive, and nothing herein contained shall
prevent NLD from entering into like arrangements with other investment companies so long as the performance of its obligations
hereunder is not impaired thereby.
NLD will execute and deliver agreements
with broker/dealers, financial institutions and other industry professionals based on forms of agreement approved from time to
time by the Board with respect to shares of the Funds, including but not limited to forms of sales support agreements and shareholder
servicing agreements approved in connection with any distribution and/or servicing plan approved in accordance with Rule 12b-1
under the 1940 Act.
NLD shall be responsible for reviewing
and providing advice and counsel on, and filing with FINRA, all sales literature (e.g., advertisements, brochures and shareholder
communications, including the Fund’s website) with respect to the Funds. NLD will forward all FINRA comments on marketing
materials to the Trust for incorporation into such materials and the sole responsibility for incorporation of such comments shall
remain with the Trust; provided, however, that the Trust shall provide all factual content, opinion, and other content for such
materials and NLD shall not be responsible for the accuracy of the content of such materials, when used thereafter by the Trust
or any person authorized by the Trust to use such material; nor shall NLD be responsible for the filing or content of any such
materials used by third parties without the authorization of NLD; and provided further that NLD shall not be responsible for filing
any materials that fall within the definition of advertising and sales literature if such materials are not provided to NLD in
a form suitable for filing in a timely manner. In addition, NLD will provide one or more persons, during normal business hours,
to respond to telephone questions with respect to the Funds.
NLD will forward all sales related
complaints concerning the Funds to the Trust.
NLD will provide assistance in the
preparation of quarterly board materials with regard to sales and other distribution related data reasonably requested by the Board
of the Funds.
All activities by NLD and its agents
and employees as distributor of Shares shall comply with all applicable laws, rules and regulations, including, without limitation,
the 1940 Act, the Securities Act, the Securities Exchange Act, and FINRA Rules, all rules
and regulations made or adopted
pursuant to the 1940 Act by the SEC or any securities association registered under the Securities Exchange Act.
In selling Shares of the Funds, NLD
shall use its best efforts in all material respects duly to conform with the requirements of all federal and state laws relating
to the sale of the Shares. Neither NLD, any selected dealer, any selected agent nor any other person is authorized by the Funds
to give any information or to make any representations other than as is contained in a Funds’ Prospectus or any advertising
materials or sales literature specifically approved in writing by the Funds or their agents.
NLD shall adopt and follow procedures
for the confirmation of sales to investors and selected dealers or selected agents, the collection of amounts payable by investors
and selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply
with the requirements of FINRA.
NLD represents and warrants to the
It is a limited liability company
duly organized and existing and in good standing under the laws of the State of Nebraska and it is duly qualified to carry on its
business in the State of Nebraska;
It is empowered under applicable laws
and by its Articles of Organization to enter into and perform this Agreement;
All requisite actions have been taken
to authorize it to enter into and perform this Agreement;
It has and will continue to have access
to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement;
This Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of NLD, enforceable against NLD in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies
of creditors and secured parties; and
It is registered under the Securities
Exchange Act with the SEC and with all fifty states, Puerto Rico and the District of Columbia as a broker-dealer, it is a member
in good standing of FINRA, it will abide by FINRA Rules, and it will notify the Funds if its membership in FINRA is terminated
Its selling agreements will require
that selling agents comply with applicable anti-money laundering laws, regulations, rules and government guidance,
including the reporting, record
keeping and compliance requirements of the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering
Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing
regulations, and related SEC and SRO rules.
Notwithstanding anything in this Agreement,
including the Schedules, to the contrary, NLD makes no warranty or representation as to the number of selected dealers or selected
agents with which it has entered into agreements in accordance with Section 12 hereof, as to the availability of any Shares to
be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth
AND REPRESENTATIONS OF THE TRUST
The Trust shall, through Gemini Fund
Services, LLC, or such other administrator that has been retained by the Trust, furnish to NLD copies of all financial statements
and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and
shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably
request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the
Funds’ Prospectuses as NLD shall reasonably request.
The Trust shall take, from time to
time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to
fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the
end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement.
The Trust will execute any and all
documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify
Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and
other expenses incurred in connection with such registration or qualification. Any registration or qualification may be withheld,
terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating
to its affairs and activities as the Funds require in connection with such registration or qualification.
The Trust represents and warrants
to NLD that:
It is a business trust duly organized
and existing and in good standing under the laws of the state of Delaware;
It is empowered under applicable laws
and by its Organic Documents to enter into and perform this Agreement;
All proceedings required by the Organic
Documents have been taken to authorize it to enter into and perform its duties under this Agreement;
It is an open-end management investment
company registered with the SEC under the 1940 Act;
All Shares, when issued, shall be
validly issued, fully paid and non-assessable;
This Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights
and remedies of creditors and secured parties;
The performance by the Trust of its
obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust.
The Registration Statement is currently
effective and will remain effective with respect to all Shares of the Funds being offered for sale;
The Registration Statement and Prospectus
have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the
rules and regulations thereunder;
The Registration Statement and Prospectus
contain or will contain all material statements required to be stated therein in accordance with the Securities Act and the rules
and regulations thereunder; all material statements of fact contained or to be contained in the Registration Statement or Prospectus
are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration
Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading
to a purchaser of Shares;
It will from time to time file such
amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments,
shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain
all material facts
required to be stated therein or
necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments");
It shall not file any amendment to
the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing
contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration
Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and
Any amendment to the Registration
Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in
accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement
or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may
be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the
In connection with any registered
representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain
appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter
that may affect a registered representative’s registration status.
It has adopted necessary procedures
to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial
Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and
related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by
the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify
the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted
by the Trust and/or its service providers.
NLD may rely on and will be held harmless
from relying on oral or written instructions it receives from an officer of the Trust who is also an officer of Saratoga Capital
OF NLD BY THE TRUST
The Trust authorizes NLD and any dealers
with whom NLD has entered into dealer agreements to use the latest Prospectus in the form furnished by the Trust in connection
with the sale of Shares. The Trust agrees to indemnify, defend and hold NLD, its several officers and managers, and any person
who controls NLD within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims,
demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities
and any reasonable counsel fees incurred in connection therewith) which NLD, its officers and managers, or any such controlling
persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon:
any untrue statement, or alleged untrue
statement, of a material fact required to be stated in either any Registration Statement or any Prospectus,
any omission, or alleged omission,
to state a material fact required to be stated in any Registration Statement or any Prospectus or necessary to make the statements
in any of them not misleading,
the Trust’s failure to maintain
an effective Registration statement and Prospectus with respect to Shares of the Funds that are the subject of the claim or demand,
the Trust’s failure to provide
NLD with advertising or sales materials to be filed with FINRA on a timely basis or use of marketing materials that are false or
instructions given by the Trust, the
Trust’s failure to perform its duties hereunder or any inaccuracy of its representations, or
all actions taken by NLD hereunder
including any actions resulting from NLD’s reliance on instructions received from an officer of the Trust who is also an
officer of Saratoga Capital Management, LLC.
The Trust’s agreement to indemnify
NLD, its officers or managers, and any such controlling person will not be deemed to cover any such claim, demand, liability or
expense to the extent that it arises out of or is based upon:
any such untrue statement, alleged
untrue statement, omission or alleged omission made in any Registration Statement or any Prospectus in reliance upon information
furnished by NLD, its officers, managers or any such controlling person to the Fund or its representatives for use in the preparation
willful misfeasance, bad faith or
negligence in the performance of NLD’s duties, or by reason of NLD’s reckless disregard of its obligations and duties
under this Agreement ("Disqualifying Conduct").
The Trust’s agreement to indemnify
NLD, its officers and managers, and any such controlling person, as aforesaid, is expressly conditioned upon the Trust’s
being notified of any action brought against NLD, its officers or managers, or any such controlling person, such notification to
be given by letter, by facsimile or by telegram addressed to the Funds at the address set forth above within a reasonable period
of time after the summons or other first legal process shall have been served; provided, however, that the failure to notify the
Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such
action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on
account of the Funds’ indemnity agreement contained in this Section.
The Trust will be entitled to assume
the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted
by counsel of good standing chosen by the Trust and approved by NLD, which approval shall not be unreasonably withheld. If the
Trust elects to assume the defense of any such suit and retain counsel of good standing approved by NLD, the defendant or defendants
in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not
elect to assume the defense of any such suit, the Trust will reimburse NLD, its officers and managers, or the controlling person
or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them.
The Trust’s indemnification
agreement contained in this Section and the Funds’ representations and warranties in this Agreement shall remain operative
and in full force and effect regardless of any investigation made by or on behalf of NLD, its officers and managers, or any controlling
person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to NLD’s benefit,
to the benefit of its several officers and managers, and their respective estates, and to the benefit of any controlling persons
and their successors. The Trust agrees promptly to notify NLD of the commencement of any litigation or proceedings against the
Trust or any of its officers or Board members in connection with the issue and sale of Shares.
OF THE TRUST BY NLD
NLD agrees to indemnify, defend and
hold the Trust, its several officers and Board members, and any person who controls the Trust within the meaning of Section 15
of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the
reasonable cost of investigating or defending such
claims, demands or liabilities
and any reasonable counsel fees incurred in connection therewith) which the Trust, its officers or Board members, or any such controlling
person, may incur under the Securities Act, the 1940 Act, or under common law or otherwise, but only to the extent that such liability
or expense incurred by the Trust , its officers or Board members, or such controlling person results from such claims or demands:
arising out of or based upon statements
or representations made by NLD which are unauthorized by the Trust or its agents in any sales literature or advertisements or any
Disqualifying Conduct by NLD in connection with the offering and sale of any Shares, or
arising out of or based upon any untrue,
or alleged untrue, statement of a material fact contained in information furnished in writing by NLD to the Fund specifically for
use in the Trust’s Registration Statement and used in the answers to any of the items of the Registration Statement or in
the corresponding statements made in the Prospectus, or shall arise out of or be based upon any omission, or alleged omission,
to state a material fact in connection with such information furnished in writing by NLD to the Trust and required to be stated
in such answers or necessary to make such information not misleading.
NLD’s agreement to indemnify
the Trust, its officers and Trustees, and any such controlling person, as aforesaid, is expressly conditioned upon NLD’s
being notified of any action brought against the Trust, its officers or Trustees, or any such controlling person, such notification
to be given by letter, by facsimile or by telegram addressed to NLD at its address set forth above within a reasonable period of
time after the summons or other first legal process shall have been served.
The failure to notify NLD of any such
action shall not relieve NLD from any liability which it may have to the person against whom such action is brought by reason of
any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of NLD’s indemnity
agreement contained in this Section.
NLD will be entitled to assume the
defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted
by counsel of good standing chosen by NLD and approved by the Trust, which approval shall not be unreasonably withheld. If NLD
elects to assume the defense of any such suit and retain counsel of good standing approved by the Trust the defendant or defendants
in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in the case NLD does not elect
to assume the defense of any such suit, NLD will reimburse the Trust, the Trust’s officers and directors, or the controlling
person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by
the Trust or them.
NLD’s indemnification agreement
contained in this Section and NLD’s representations and warranties in this Agreement shall remain operative and in full force
and effect regardless of any investigation made by or on behalf of the Trust, its officers and managers, or any controlling person,
and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to the Trust’s benefit,
to the benefit of the Trust’s officers and Trustees, and their respective estates, and to the benefit of any controlling
persons and their successors. NLD agrees promptly to notify the Trust of the commencement of any litigation or proceedings against
NLD or any of its officers or managers in connection with the issue and sale of Shares.
BY THE TRUST
The Trust agrees to advise NLD as
soon as reasonably practical:
of any request by the SEC for amendments
to the Registration Statement or any Prospectus then in effect;
of the issuance by the SEC of any
stop order suspending the effectiveness of the Registration Statement or any Prospectus then in effect or of the initiation of
any proceeding for that purpose;
of the happening of any event that
makes untrue any statement of a material fact made in the Registration Statement or any Prospectus then in effect or which requires
the making of a change in such Registration Statement or Prospectus in order to make the statements therein not misleading;
of all actions of the SEC with respect
to any amendment to any Registration Statement or any Prospectus which may from time to time be filed with the SEC;
if a current Prospectus is not on
file with the SEC; and
of all advertising, sales materials
and other communications with the public required to be filed with FINRA. This obligation shall extend to all revisions of such
For purposes of this section, informal
requests by or acts of the Staff of the SEC shall not be deemed actions of or requests by the SEC.
In consideration of NLD’s services
hereunder, NLD shall be entitled to collect and retain the following fees and charges:
any applicable sales charge assessed
upon investors in connection with the purchase of Shares;
from the Fund, any applicable contingent
deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
from the Fund, the distribution service
fees payable pursuant to any Plan then in effect (the "Distribution Fee"); and
from the Fund, the shareholder service
fees payable pursuant to any Service Plan then in effect (the "Shareholder Service Fee").
The Distribution Fee and Shareholder
Service Fee, if any, shall be accrued daily by the Trust or Fund and shall be paid to NLD monthly as promptly as possible after
the last day of each calendar month, at the rate or in the amounts set forth in the Plan(s).
The Trust shall be responsible and
assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors,
in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense
of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory
purposes and for distribution to current shareholders).
The Trust shall bear the cost and
expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of
the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of
qualifying the Funds, (but not NLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and
NLD pursuant to Section 7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the
Funds decide to discontinue registration or qualification pursuant to Section 7(c) hereof; and (v) payable for standard transmission
costs, including costs imposed by the National Securities Clearing Corporation. NLD shall pay all expenses relating to NLD's broker-dealer
DEALER AND SELECTED AGENT AGREEMENTS
NLD shall have
the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") and selected
agent agreements with depository institutions and other financial intermediaries of its choice ("selected agents") for
the sale of Shares and to fix therein the portion of the sales charge, if any, that may be allocated to the selected dealers or
selected agents; provided, that the Trust shall approve the forms of agreements with selected dealers or selected agents and shall
review and approve the compensation set forth therein. Selected dealers and selected agents shall resell Shares of the Funds at
the public offering price(s) set forth in the Prospectus relating to the Shares. Within the United States, NLD shall offer and
sell Shares of the Funds only to selected dealers that are members in good standing of FINRA.
to treat all records and other information related to the Trust as proprietary information of the Trust and, on behalf of itself
and its employees, to keep confidential all such information, except that NLD may:
Prepare or assist in the preparation
of periodic reports to shareholders and regulatory bodies such as the SEC;
provide information typically supplied
in the investment company industry to companies that track or report price, performance or other information regarding investment
release such other information as
approved in writing by the Fund, which approval shall not be unreasonably withheld.
NLD may release
any information regarding the Trust without the consent of the Trust if NLD reasonably believes that it may be exposed to civil
or criminal legal proceedings for failure to comply, when requested to release any information by duly constituted authorities
or when so requested by the Trust. Each party agrees to comply with Regulation S-P under the Xxxxx-Xxxxx-Xxxxxx Act.
This Agreement shall become effective
as of the date hereof and will continue for a period of one year and will continue thereafter so long as such continuance is specifically
approved at least annually (i) by the Trust’s Board or (ii) by a vote of a majority of the Shares of the Trust, provided
that in either event its continuance also is approved by a majority of the Board members who are not "interested persons"
party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting on such approval.
This agreement is terminable, without
penalty, on sixty (60) days' notice, by the Board, or by vote of a majority of the outstanding voting securities of the Trust.
The Agreement may be terminated at any time without penalty upon one hundred twenty (120) days’ written notice by NLD.
This Agreement will automatically
and immediately terminate in the event of its "assignment."
NLD agrees to notify the Trust immediately
upon the event of NLD’s expulsion or suspension by FINRA. This Agreement will automatically and immediately terminate in
the event of NLD’s expulsion or suspension by FINRA.
NLD shall maintain
disaster recovery procedures in effect making reasonable provisions for the storage and retrieval of information maintained in
As used in
this Agreement, the following terms shall have the meaning set forth below:
The “Board" means the Board
of Trustees of the Trust.
“Fund Business Day” means
any day on which the NAV of Shares of each Fund is determined as stated in the then current Prospectus.
“FINRA Rules” means the
Constitution, By-Laws, and Rules of Fair Practice of the Financial Industry Regulatory Authority, Inc. ("FINRA") and
any interpretations thereof.
“NAV” means the net asset
value per Share of each Fund as determined by the Fund, or its designated agent, in accordance with and at the times indicated
in the applicable Prospectus of the Fund on each Fund Business Day in accordance with the method set forth in the Prospectus and
guidelines established by the Board.
“Public Offering Price”
means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those
persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus
under the Securities Act relating to such Shares.
“Prospectus” means the
current prospectus and statement of additional information of the Fund, as currently in effect and as amended or supplemented.
means the Fund’s Registration Statement on Form N-1A and all amendments thereto filed with the SEC.
“SEC” means the U.S. Securities
and Exchange Commission.
“Securities Act” means
the Securities Act of 1933, as amended.
“Securities Exchange Act”
means the Securities Exchange Act of 1934, as amended.
“1940 Act” means the Investment
Company Act of 1940, as amended.
The terms "majority of the outstanding
voting securities," "interested person" and "assignment" shall have the same meanings as such terms have
in the 1940 Act.
No provision of this Agreement may
be amended or modified in any manner except by a written agreement properly authorized and executed by both parties.
This Agreement shall be construed
and the provisions thereof interpreted under and in accordance with the laws of the State of Arizona.
This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral
The parties may execute this Agreement
or any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
If any part, term or provision of
this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.
In the event either party is unable
to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure
or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages
to the other party resulting from such failure to perform or otherwise from such causes.
NLD shall not be liable for any consequential,
incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by NLD or
Any controversy or claim arising out
of, or related to, this Agreement, its termination or the breach thereof, shall be settled by binding arbitration by three arbitrators
(or by fewer arbitrator(s), if the parties subsequently agree to fewer) in the State of Arizona, in accordance with the rules then
obtaining of FINRA, and the arbitrators’ decision shall be binding and final, and judgment upon the award rendered may be
entered in any court having jurisdiction thereof.
Section and paragraph headings in
this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.
All notices and other communications
hereunder shall be in writing, shall be deemed to have been given when received, and shall be given to the following addresses
(or such other addresses as to which notice is given):
|To the Trust:
|The Saratoga Advantage Trust
||Northern Lights Distributors, LLC|
||Attn: Legal Counsel|
|0000 X. Xxxxxxxxxx Xxxx, Xxxxx 000
||00000 Xxxxxx Xxxxxx, Xxxxx 000|
|Xxxxxxxx, XX 00000
||Xxxxx, XX 00000|
Notwithstanding any other provision
of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the
assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability
of any other Fund, whether arising under this Agreement or otherwise.
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 Funds, then
only to the property held for the benefit of the affected Fund.
(m) Each of
the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the
party indicated and that their signature will bind the party indicated to the terms hereof.
WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their
duly authorized persons, as of the day and year first above written.
|THE SARATOGA ADVANTAGE TRUST||
||NORTHERN LIGHTS DISTRIBUTORS, LLC|
|By: /s/ Xxxxx X. Xxxxxxxxxxx||
||By: /s/ Xxxxxxx X. Xxxxxx|
|Name: Xxxxx X. Xxxxxxxxxxx||
||Xxxxxxx X. Xxxxxx|
|Title: Chairman, President, and CEO||
As of February 1, 2019
The Saratoga Advantage
|Energy & Basic Materials Portfolio
|Financial Services Portfolio
|Health & Biotechnology Portfolio
|International Equity Portfolio
|Investment Quality Bond Portfolio
|Large Capitalization Growth Portfolio
|Large Capitalization Value Portfolio
|Mid Capitalization Portfolio
|Municipal Bond Portfolio
|Small Capitalization Portfolio
|Technology & Communications Portfolio
|U.S. Government Money Market Portfolio
|Xxxxx Alpha Macro Portfolio
|Xxxxx Alpha Global Real Estate Investments Portfolio
|Xxxxx Alpha Multi Strategy Alternative Income Portfolio
|Xxxxx Alpha Yorkville MLP Portfolio
|Xxxxx Alpha Family Office Portfolio
|Xxxxx Alpha Managed Risk Domestic Equity Portfolio
|Xxxxx Alpha Managed Risk Emerging Markets Equity Portfolio
|Xxxxx Alpha Hedged High Income Portfolio
|Xxxxx Alpha EHS Portfolio
|Xxxxx Alpha Event Driven Portfolio
|Xxxxx Alpha Total Hedge Portfolio
|Xxxxx Alpha Relative Value Portfolio
|Aggressive Balanced Allocation Portfolio
|Conservative Balanced Allocation Portfolio
|Moderate Balanced Allocation Portfolio
|Moderately Aggressive Balanced Allocation Portfolio
|Moderately Conservative Balanced Allocation Portfolio
|Xxxxx Alpha Momentum Portfolio
|Xxxxx Alpha Structured Credit Value Portfolio