GemCom, LLC

The SARATOGA ADVANTAGE TRUST is a mutual fund company comprised of 12 separate mutual fund portfolios with Class A shares, each with its own distinctive investment objectives and policies.

The Portfolios are managed by Saratoga Capital Management, LLC (the "Manager"). Each Portfolio is advised by an Investment Adviser selected and supervised by the Manager.

The Trust is designed to help investors to implement an asset allocation strategy to meet their individual needs as well as select individual investments within each asset category among the myriad of choices available. The Trust makes available assistance to help certain investors identify their risk tolerance and investment objectives through use of an investor questionnaire, and to select an appropriate model allocation of assets among the Portfolios. As further assistance, the Trust makes available to certain investors the option of automatic reallocation or rebalancing of their selected model. The Trust also provides, on a periodic basis, a report to the investor containing an analysis and evaluation of the investor's account.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Saratoga Advantage Trust (the “Trust”) respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain nonpublic personal information about you. This is the information we collect from you on applications or other forms, from your activities on our website, and from the transactions you make with us, our affiliates, or unaffiliated third parties. We do not disclose any nonpublic personal information about you or any of our former customers to anyone, except as permitted by law. Specifically, so that we may continue to offer you investment products and services to help you meet your investing needs, and to effect transactions that you request or authorize, we may disclose the nonpublic personal information we collect to companies that perform services on our behalf, such as the Trust’s transfer agent, or printers and mailers that assist us in distribution of investor materials. These companies are instructed to use this information only for the services for which we hired them and are not permitted to use or share this information for any other purpose. To protect your nonpublic personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your nonpublic personal information. We may report information to credit bureaus, in appropriate cases, and share information with government agencies and law enforcement, as necessary. If you have any questions concerning the information we have about you, your transactions or your accounts, please contact us at 1-800-807-FUND.

The U.S. Government Money Market Portfolio seeks to provide maximum current income to the extent consistent with the maintenance of liquidity and the preservation of capital.

The U.S. Government Money Market Portfolio is advised by Reich & Tang Asset Management, LLC ("Reich & Tang" or the “Adviser”). All investment decisions for the Portfolio are made by Reich & Tang's Investment Department.

The Portfolio will invest at least 80% of its assets in high quality, short-term U.S. government securities. The Adviser seeks to maintain the Portfolio's share price at $1.00. The share price remaining stable at $1.00 means that the Portfolio would preserve the principal value of your investment.

U.S. treasury bills, notes and bonds, all of which are direct obligations of the U.S. Government.

Securities issued by agencies and instrumentalities of the U.S. Government, which are backed by the full faith and credit of the United States. Among the agencies and instrumentalities issuing these obligations are the Government National Mortgage Association (“Ginnie Mae”) and the Federal Housing Administration.

Securities issued by agencies and instrumentalities, which are not backed by the full faith and credit of the United States, but whose issuing agency or instrumentality has the right to borrow from the U.S. Department of the Treasury (the “Treasury”) to meet their obligations. Among these agencies and instrumentalities are the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal Home Loan Bank. Fannie Mae and Freddie Mac each may borrow from the Treasury to meet its obligations, but the Treasury is under no obligation to lend to Fannie Mae or Freddie Mac. In September 2008, the Treasury announced that the U.S. Government would be taking over Fannie Mae and Freddie Mac and placing the companies into conservatorship.

Securities issued by agencies and instrumentalities, which are backed solely by the credit of the issuing agency or instrumentality. Among these agencies and instrumentalities is the Federal Farm Credit System.

In addition, the Portfolio may invest in repurchase agreements collateralized by securities issued by the U.S. Government, its agencies and instrumentalities and in senior unsecured debt of banks, thrifts, and certain holding companies that are guaranteed under the Federal Deposit Insurance Corporation's ("FDIC") Temporary Liquidity Guarantee Program.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

CREDIT AND INTEREST RATE RISKS. A principal risk of investing in the Portfolio is associated with its U.S. government securities investments which are subject to two types of risks: credit risk and interest rate risk. Credit risk refers to the possibility that the issuer of a security will be unable to make interest payments and/or repay the principal on its debt. Interest rate risk, another risk of debt securities, refers to fluctuations in the value of a fixed-income security resulting from changes in the general level of interest rates.

Credit risk is minimal with respect to the Portfolio's U.S. government securities investments. Repurchase agreements involve a greater degree of credit risk. The Adviser, however, actively manages the Portfolio's assets to reduce the risk of losing any principal investment as a result of credit or interest rate risks. In addition, federal regulations require money market funds, such as the Portfolio, to invest only in high quality debt obligations with short maturities.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency. Although the Portfolio seeks to preserve the value of your investment at $1.00 per share, if it is unable to do so, it is possible to lose money by investing in this Portfolio.

Additionally, with respect to U.S. government securities, which are not backed by the full faith and credit of the U.S. Government, there is the risk that the U.S. Government will not provide financial support to such U.S. government agencies, instrumentalities or sponsored enterprises if it is not obligated to do so by law. Certain U.S. government securities purchased by the Portfolio such as those issued by Fannie Mae and Freddie Mac, are not backed by the full faith and credit of the United States. The maximum potential liability of the issuers of some U.S. government securities held by the Portfolio may greatly exceed their current resources, including their legal right to support from the Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.

The Portfolio may invest in senior unsecured debt of banks, thrifts and certain holding companies that are guaranteed under the FDIC’s Temporary Liquidity Guarantee Program. Although these investments are guaranteed under the FDIC's Temporary Liquidity Guarantee Program and are backed by the full faith and credit of the United States, such guarantee does not extend to shares of the Portfolio itself. The Portfolio’s investments in debt issued by private issuers that is guaranteed under the FDIC's Temporary Liquidity Guarantee Program are subject to certain risks, including the risk that a trustee appointed by the private issuer of the debt fails to follow the specified FDIC claims process, and therefore the holders of such debt, including the Portfolio, may be deprived of all rights and remedies with respect to the FDIC guarantee claim. In addition, the Portfolio is subject to the risk that the payments by the FDIC pursuant to its guarantee will be delayed from the date payments are due under the terms of the debt. These risks could adversely affect the value of these securities. These investments are subject to the Portfolio’s 10% limitation on investments in illiquid securities.

The bar chart and table below provide some indication of the risks of investing in the Portfolio. The Portfolio’s past performance does not necessarily indicate how the Portfolio will perform in the future.

This bar chart shows how the performance of the Portfolio’s Class A shares has varied from year to year over the past two calendar years.

During the period shown in the bar chart, the highest return for a calendar quarter was 0.91% (quarter ended June 30, 2007) and the lowest return for a calendar quarter was 0.03% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 0.01%.

The following table compares the average annual total returns of the Class A shares of the Portfolio with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns assume that you sold your shares at the end of each period. You may obtain the Portfolio’s current 7-day yield by calling toll free 1-800-807-FUND.

The Lipper U.S. Treasury Money Market Index consists of the 30 largest mutual funds that invest principally in U.S. Treasury Obligations with dollar-weighted average maturities of less than 90 days. These funds intend to keep a constant net asset value. Indexes are not managed, and it is not possible to invest directly in an Index.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Investment Quality Bond Portfolio seeks current income and reasonable stability of principal.

The Investment Quality Bond Portfolio is advised by Fox Asset Management LLC (“Fox”). The Portfolio is managed by a management team consisting of portfolio managers and analysts and is led by Douglas Edler, CFA, who leads the fixed-income effort at Fox, and William Howarth, Assistant Lead Manager of Fixed Income at Fox. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are Mr. Edler, William Dodge, CFA and Mr. Howarth. Mr. Edler is a Managing Director of Fox which he joined in 1999 from J.P. Morgan & Co. Inc., where he co-managed that firm's proprietary fixed income investment portfolio. Mr. Dodge is CEO/CIO and President of Fox. Prior to joining Fox, Mr. Dodge founded and operated Nine Gates Capital from 2003 to 2005. Mr. Howarth is a Principal of Fox, which he joined in 2006. Prior to joining Fox, Mr. Howarth was a Senior Portfolio Manager, Taxable Fixed Income-Corporate Sector Specialist at The Dreyfus Corporation for 13 years.

The Statement of Additional Information provides additional information about the portfolio managers’ compensation structure, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Portfolio.

The Portfolio will normally invest at least 80% of its assets in investment grade fixed-income securities, mortgage pass-through securities or non-rated securities considered by the Adviser to be of comparable quality. In deciding which securities to buy, hold or sell, the Adviser considers economic developments, interest rate trends and other factors such as the issuer's creditworthiness. The average maturity of the securities held by the Portfolio may range from three to ten years.

Mortgage pass-through securities are mortgage-backed securities that represent a participation interest in a pool of residential mortgage loans originated by the U.S. Government or private lenders such as banks. They differ from conventional debt securities, which provide for periodic payment of interest in fixed amounts and principal payments at maturity or on specified call dates. Mortgage pass-through securities provide for monthly payments that are a "pass-through" of the monthly interest and principal payments made by the individual borrowers on the pooled mortgage loans.

The Portfolio may invest in mortgage pass-through securities that are issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac. Ginnie Mae securities are backed by the full faith and credit of the United States. Fannie Mae and Freddie Mac securities are not backed by the full faith and credit of the United States, but they have the right to borrow from the U.S. Treasury to meet their obligations, although the Treasury is not legally required to extend credit to the agencies/instrumentalities.

Private mortgage pass-through securities also can be Portfolio investments. They are issued by private originators of and investors in mortgage loans, including savings and loan associations and mortgage banks. Since private mortgage pass-through securities typically are not guaranteed by an entity having the credit status of a U.S. government agency, the securities generally are structured with one or more type of credit enhancement.

In addition, the Portfolio may invest up to 5% of its net assets in fixed-income securities rated lower than investment grade, commonly known as "junk bonds."

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

There is no assurance that the Portfolio will achieve its investment objective. The Portfolio share price will fluctuate with changes in the market value of its portfolio securities. When you sell your Portfolio shares, they may be worth less than what you paid for them and, accordingly, you can lose money investing in this Portfolio.

FIXED-INCOME SECURITIES. Principal risks of investing in the Portfolio are associated with its fixed-income investments. All fixed-income securities are subject to two types of risk: credit risk and interest rate risk. Credit risk refers to the possibility that the issuer of a security will be unable to make interest payments and/or repay the principal on its debt. Interest rate risk refers to fluctuations in the value of a fixed-income security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most fixed-income securities go down. When the general level of interest rates goes down, the prices of most fixed-income securities go up. (Zero coupon securities are typically subject to greater price fluctuations than comparable securities that pay current interest.) Long-term fixed-income securities will rise and fall in response to interest rate changes to a greater extent than short-term securities.

MORTGAGE-BACKED SECURITIES. The Portfolio may invest in mortgage-backed securities, such as mortgage pass-through securities, which have different risk characteristics than traditional debt securities. Although the value of fixed-income securities generally increases during periods of falling interest rates and decreases during periods of rising interest rates, this is not always the case with mortgage-backed securities. This is due to the fact that the principal on underlying mortgages may be prepaid at any time as well as other factors. Generally, prepayments will increase during a period of falling interest rates and decrease during a period of rising interest rates. The rate of prepayments also may be influenced by economic and other factors. Prepayment risk includes the possibility that, as interest rates fall, securities with stated interest rates may have the principal prepaid earlier than expected, requiring the Portfolio to invest the proceeds at generally lower interest rates.

Investments in mortgage-backed securities are made based upon, among other things, expectations regarding the rate of prepayments on underlying mortgage pools. Rates of prepayment faster or slower than expected by the Adviser could reduce the Portfolio's yield, increase the volatility of the Portfolio and/or cause a decline in net asset value. Certain mortgage-backed securities may be more volatile and less liquid than other traditional types of debt securities.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio's investment strategy. In addition, the Portfolio is subject to other

risks from its permissible investments, including the risks associated with investing in junk bonds. For more information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

This bar chart shows how the performance of the Portfolio’s Class A shares has varied from year to year over the past two calendar years.

During the period shown in the bar chart, the highest return for a calendar quarter was 3.25% (quarter ended December 31, 2008) and the lowest return for a calendar quarter was -1.35% (quarter ended September 30, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 4.78%.

The Barclays Intermediate U.S. Government/Credit Bond Index is composed of the bonds in the Barclays Intermediate Government/Credit Bond Index that have maturities between one and 9.99 years. The Barclays Intermediate U.S. Government/ Credit Bond Index consists of approximately 5,400 issues. The securities must be investment grade (Baa or higher) with amounts outstanding in excess of $1 million and have at least one year to maturity. The Barclays Intermediate U.S. Government/Credit Bond Index is an unmanaged Index. Unlike the returns for the Portfolio, the returns for the Index do not include fees and expenses. Such costs would lower performance. Investors may not invest directly in the Index.

The Lipper Short-Intermediate Investment Grade Debt Funds Index consists of the 30 largest mutual funds that invest at least 65% of their assets in investment grade debt issues (rated in the top four grades) with dollar-weighted average maturities of 1 to 5 years. Indexes are not managed, and it is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Municipal Bond Portfolio seeks a high level of interest income that is excluded from federal income taxation to the extent consistent with prudent investment management and the preservation of capital.

The Municipal Bond Portfolio is advised by Fox. The Portfolio is managed by a management team consisting of portfolio managers and analysts and is led by Douglas Edler, CFA, who leads the fixed-income effort at Fox, and William Howarth, Assistant Lead Manager of Fixed Income at Fox. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are Mr. Edler, William Dodge, CFA and Mr. Howarth. Mr. Edler is a Managing Director of Fox, which he joined in 1999 from J.P. Morgan & Co. Inc., where he co-managed that firm’s proprietary fixed income investment portfolio. Mr. Dodge is CEO/CIO and President of Fox. Prior to joining Fox, Mr. Dodge founded and operated Nine Gates Capital from 2003 to 2005. Mr. Howarth is a Principal of Fox, which he joined in 2006. Prior to joining Fox, Mr. Howarth was a Senior Portfolio Manager, Taxable Fixed Income-Corporate Sector Specialist at The Dreyfus Corporation for 13 years.

As a matter of fundamental policy, the Portfolio will normally invest at least 80% of its total assets in securities that pay interest exempt from federal income taxes. The Portfolio's Adviser generally invests the Portfolio's assets in municipal obligations. There are no maturity limitations on the Portfolio's securities. Municipal obligations are bonds, notes or short-term commercial paper issued by state governments, local governments, and their respective agencies. In pursuing the Portfolio's investment objective, the Adviser has considerable leeway in deciding which investments it buys, holds or sells on a day-to-day basis. The Portfolio will invest primarily in municipal bonds rated within the four highest grades by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation ("S&P"), or Fitch IBCA, Inc. ("Fitch") or, if not rated, of comparable quality in the opinion of the Adviser. The Portfolio may invest without limit in municipal obligations that pay interest income subject to the "alternative income tax," although it does not currently expect to invest more than 20% of its total assets in such instruments. Some shareholders may have to pay tax on distributions of this income.

Municipal bonds, notes and commercial paper are commonly classified as either "general obligation" or "revenue." General obligation bonds, notes and commercial paper are secured by the issuer's faith and credit, as well as its taxing power, for payment of principal and interest. Revenue bonds, notes and commercial paper, however, are generally payable from a specific source of income. They are issued to fund a wide variety of public and private projects in sectors such as transportation, education and industrial development. Included within the revenue category are participations in lease

obligations. The Portfolio's municipal obligation investments may include zero coupon securities, which are purchased at a discount and make no interest payments until maturity.

CREDIT AND INTEREST RATE RISKS. Municipal obligations, like other debt securities, are subject to two types of risks: credit risk and interest rate risk. Credit risk refers to the possibility that the issuer of a security will be unable to make interest payments and/or repay the principal on its debt. In the case of revenue bonds, notes or commercial paper, for example, the credit risk is the possibility that the user fees from a project or other specified revenue sources are insufficient to meet interest and/or principal payment obligations. The issuers of private activity bonds, used to finance projects in sectors such as industrial development and pollution control, also may be negatively impacted by the general credit of the user of the project. Lease obligations may have risks not normally associated with general obligation or other revenue bonds. Certain lease obligations contain "non-appropriation" clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such purposes by the appropriate legislative body on an annual or other periodic basis. Consequently, continued lease payments on those lease obligations containing "non-appropriation" clauses are dependent on future legislative actions. If such legislative actions do not occur, the holders of the lease obligation may experience difficulty in exercising their rights, including disposition of the property. Interest rate risk refers to fluctuations in the value of a fixed-income security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most fixed-income securities go down. When the general level of interest rates goes down, the prices of most fixed-income securities go up. Zero coupon securities are typically subject to greater price fluctuations than comparable securities that pay current interest.

The Portfolio is not limited as to the maturities of the municipal obligations in which it may invest. Thus, a rise in the general level of interest rates may cause the price of its portfolio securities to fall substantially.

TAX RISK. There is no guarantee that the Municipal Bond Portfolio's income will be exempt from federal or state income taxes. Events occurring after the date of issuance of a municipal bond or after the Municipal Bond Portfolio's acquisition of a municipal bond may result in a determination that interest on that bond is includible in gross income for federal income tax purposes retroactively to its date of issuance. Such a determination may cause a portion of prior distributions by the Municipal Bond Portfolio to its shareholders to be taxable to those shareholders in the year of receipt. Federal or state changes in income or alternative minimum tax rates or in the tax treatment of municipal bonds may make municipal bonds less attractive as investments and cause them to lose value.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio's investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

This bar chart shows how the performance of the Portfolio’s Class A shares has varied from year to year over the past two calendar years.

During the period shown in the bar chart, the highest return for a calendar quarter was 1.10% (quarter ended September 30, 2007) and the lowest return for a calendar quarter was -2.63% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 7.86%.

The Barclays Municipal Bond Index consists of approximately 25,000 municipal bonds, which are selected to be representative of the long-term, investment grade tax-exempt bond market. The bonds selected for the Index have the following characteristics: a minimum credit rating of at least Baa; an original issue of at least $50 million; at least $3 million of the issue outstanding; issued within the last five years; and a maturity of at least one year. The Barclays Index is an unmanaged Index. Unlike the returns for the Portfolio, the returns for the Index do not include fees and expenses. Such costs would lower performance. Investors may not invest directly in an Index.

The Lipper General Municipal Debt Funds Index consists of the 30 largest mutual funds that invest at least 65% of their assets in municipal debt issues in the top four credit ratings. Indexes are not managed, and it is not possible to invest directly in an Index.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Large Capitalization Value Portfolio seeks total return consisting of capital appreciation and dividend income.

The Large Capitalization Value Portfolio is advised by M.D. Sass Investors Services, Inc. (“M.D. Sass”). The Portfolio is managed by a team of portfolio analysts. The member of the team who has primary responsibility for the day-to-day management of the Portfolio is Martin D. Sass, who is Chairman and Chief Executive Officer of M.D. Sass. Mr. Sass formed M.D. Sass in 1972. He holds a B.S. in Accounting from Brooklyn College and studied finance in graduate programs at New York University and City College of New York. Mr. Sass has 44 years of investment experience.

The Statement of Additional Information provides additional information about the portfolio manager’s compensation structure, other accounts managed by the portfolio manager and the portfolio manager’s ownership of securities in the Portfolio.

The Portfolio will normally invest at least 80% of its total assets in a diversified portfolio of equity securities issued by U.S. issuers with total market capitalizations of $5 billion or greater at the time of purchase. Equity securities include common stocks, preferred stocks, securities convertible into common stocks and warrants. In determining which securities to buy, hold or sell, the Adviser focuses its investment selection on finding high quality companies with compelling valuations, measurable catalysts to unlock value and above-average long-term earnings growth potential. In general, the Adviser looks for companies that have value-added product lines to help preserve pricing power, a strong history of free cash flow generation, strong balance sheets, competent management with no record of misleading shareholders, and financially sound customers. Independent research is used to produce estimates for future earnings, which are inputs into the Adviser’s proprietary valuation model. The Adviser focuses its investments where it has a differentiated view and there exists, in its view, significant price appreciation potential to its estimate of the stocks’ intrinsic value.

Under adverse market conditions, the Portfolio may also make temporary investments in investment grade debt securities. Such investment strategies could result in the Portfolio not achieving its investment objective.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

COMMON STOCKS. A principal risk of investing in the Portfolio is associated with common stock investments. In general, stock values fluctuate in response to activities specific to the company as well as general market, economic and political conditions. Stock prices can fluctuate widely in response to these factors. Common stockholders are subordinate to debt or preferred stockholders in a company's capital structure in terms of priority to corporate income and liquidation payments and, therefore, will be subject to greater credit risk than preferred stock or debt instruments.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater then its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

PREFERRED STOCKS. The Portfolio may invest in preferred stocks. Preferred stocks involve credit risk and certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip distributions (in the case of “non-cumulative” preferred stocks) or defer distributions (in the case of “cumulative” preferred stocks). If the Portfolio owns a preferred stock on which distributions are deferred, the Portfolio may nevertheless be required to report income for tax purposes while it is not receiving distributions on that security. Preferred stocks are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt instruments.

WARRANTS. The Portfolio may invest in warrants. The holder of a warrant has the right to purchase a given number of shares of a particular issuer at a specified price until expiration of the warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities, and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Portfolio will lose its entire investment in such warrant.

VALUE STYLE RISK. Value investing involves buying stocks that are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, their valuation levels are lower than those of growth stocks. Because different types of stocks go out of favor with investors depending on market and economic conditions, the Portfolio’s return may be adversely affected during market downturns and when value stocks are out of favor.

ISSUER-SPECIFIC RISKS. The price of an individual security or particular type of security can be more volatile than the market as a whole and can fluctuate differently than the market as a whole. An individual issuer's securities can rise or fall dramatically with little or no warning based upon such things as a better (or worse) than expected earnings report, news about the development of a promising product, or the loss of key management personnel. There is also a risk that the price of a security may never reach the level that the Adviser believes is representative of its full value or that it may even go down in price.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio's investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments, including the risks associated with stock index futures contracts and options. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

The bar chart and table below provide some indication of the risks of investing in the Portfolio. Past performance does not necessarily indicate how the Portfolio will perform in the future.

This bar chart shows how the performance of the Portfolio’s Class A shares has varied from year to year over the past two calendar years.

During the period shown in the bar chart, the highest return for a calendar quarter was 5.49% (quarter ended June 30, 2007) and the lowest return for a calendar quarter was -24.02% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 30.69%.

The S&P 500^®/Citigroup Value Index, a broad, unmanaged, market-capitalization weighted Index which is the successor to the S&P 500^®/BARRA Value Index, uses a multifactor methodology to score constituents, which are weighted according to market cap and classified as growth, value, or a mix of growth and value. The S&P 500^®/Citigroup Value Index does not include fees and expenses, and investors may not invest directly in the Index.

The Morningstar Large Value Average (“Large Value Average”), as of December 31, 2008, consisted of 1,433 mutual funds comprised of large market capitalization value stocks. The Large Value Average is not managed and it is not possible to invest directly in the Large Value Average.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Large Capitalization Growth Portfolio is advised by Loomis, Sayles & Company, L.P. (“Loomis Sayles”). Stock selection for the Portfolio is made by Loomis Sayles’ Large Cap Growth team that consists of portfolio managers and analysts. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are Mark B. Baribeau, CFA, Pamela N. Czekanski, CFA and Richard D. Skaggs, CFA. Each of Mr. Baribeau, Ms. Czekanski and Mr. Skaggs is a Vice President of Loomis Sayles and joined the firm in 1989, 1995 and 1994, respectively.

The Portfolio will normally invest at least 80% of its total assets in a portfolio of equity securities issued by U.S. issuers with total market capitalizations of $5 billion or more. Equity securities include common stocks, preferred stocks, securities convertible into common stocks and warrants. The Portfolio generally concentrates its holdings in a relatively small number of companies. The Adviser uses a research-based, bottom-up investment process, executed in a disciplined manner to select investments for the Portfolio. In deciding which securities to buy, hold or sell, the Adviser evaluates the following factors, which it believes determines the attractiveness of future growth potential: (i) earnings per share growth rates; (ii) revenue growth; (iii) earnings estimates revisions; (iv) valuation using discounted cash flow analysis; (v) competitive advantage; (vi) management quality; and (vii) business strategy.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

GROWTH STYLE RISK. Growth investing involves buying stocks that have relatively high price-to-earnings ratios. Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market moves. During periods of growth stock underperformance, the Portfolio’s performance may suffer.

PORTFOLIO TURNOVER. The frequency of a Portfolio's transactions will vary from year to year. Increased portfolio turnover may result in higher brokerage commissions, dealer mark-ups and other transaction costs and may result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in a Portfolio's performance.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

The bar chart and table below provide some indication of the risks of investing in the Portfolio. Past performance does not necessarily indicate how the Portfolio will perform in the future.

This bar chart shows how the performance of the Portfolio’s Class A shares has varied from year to year over the past two calendar years.

During the period shown in the bar chart, the highest return for a calendar quarter was 11.63% (quarter ended December 31, 2007) and the lowest return for a calendar quarter was -27.01% (quarter ended December 31, 2008). For the period January 1, 200 through September 30, 2009, the return for the Portfolio’s Class A shares was 25.22%.

The S&P500^®/Citigroup Growth Index, a broad, unmanaged, market-capitalization weighted Index which is the successor to the S&P 500^®/BARRA Growth Index, uses a multifactor methodology to score constituents, which are weighted according to market cap and classified as growth, value, or a mix of growth and value. The S&P 500^®/Citigroup Growth Index does not include fees and expenses, and investors may not invest directly in the Index.

The Morningstar Large Growth Average (“Large Growth Average”), as of December 31, 2008, consisted of 1,809 mutual funds comprised of large market capitalization growth stocks. The Large Growth Average is not managed, and it is not possible to invest directly in the Large Growth Average.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the “Summary of Trust Expenses” section.

The Mid Capitalization Portfolio is advised by Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”). The Portfolio is advised by the firm’s Mid Cap Value team that consists of portfolio managers and analysts. The portfolio managers on the team that are jointly and primarily responsible for the day-to-day management of the Portfolio are Chris D. Wallis, Scott J. Weber and Dennis G. Alff. Chris D. Wallis, CFA, is a senior portfolio manager at Vaughan Nelson and has been associated with Vaughan Nelson since 1999. Mr. Wallis earned his MBA from Harvard Business School. Scott J. Weber, CFA, is a portfolio manager at Vaughan Nelson and has been associated with Vaughan Nelson since 2003. Mr. Weber earned his MBA from Tulane University. Dennis G. Alff joined Vaughan Nelson as a portfolio manager in March 2006. Prior to joining the firm he was a Vice President, Credit Arbitrage and Asset Investments, at Koch Capital Markets from 2001 to 2006. Mr. Alff earned his MBA from Harvard Business School.

The Statement of Additional Information provides additional information about the Portfolio managers’ compensation structure, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Portfolio.

The Portfolio will normally invest at least 80% of its total assets in equity securities of U.S. companies that have a total market capitalization of between $1 billion and $15 billion at the time of purchase. Equity securities include common stocks, preferred stocks, securities convertible into common stocks and warrants. The $1-15 billion dollar range is believed appropriate by the Adviser in light of the broad market capitalization range of the Russell Midcap^® Index. As of October 31, 2009, the average market capitalization of the Russell Midcap^® Index was approximately $5.7 billion; the median market capitalization was approximately $3.1 billion; and the largest company in the Index had an approximate market capitalization of $15.4 billion. The Portfolio invests in securities of companies that are believed by the Adviser to be undervalued, thereby offering above-average potential for capital appreciation. The Portfolio may also invest in equity securities of foreign companies.

The Adviser invests in mid capitalization companies with a focus on absolute return using a bottom-up value oriented investment process. The Adviser seeks companies with the following characteristics, although not all of the companies it selects will have these attributes:

• companies earning a positive economic margin with stable-to-improving returns;

• value-driven investment philosophy that selects stocks selling at attractive values based upon business fundamentals, economic margin analysis, discounted cash flow models and historical valuation multiples. The Adviser reviews companies that it believes are out-of-favor or misunderstood;

• use of value-driven screens to create a research universe of companies with market capitalizations of at least $1 billion; and

• use of fundamental and risk analysis to construct a portfolio of securities that the Adviser believes has an attractive return potential.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

WARRANTS. The Portfolio may invest in warrants. The holder of a warrant has the right to purchase a given number of shares of a particular issuer at a specified price until expiration of the

warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities, and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Portfolio will lose its entire investment in such warrant.

MEDIUM AND SMALL CAPITALIZATION COMPANIES. The Portfolio will invest primarily in companies with a market capitalization between $1 billion and $15 billion. The Portfolio may also invest in small capitalization companies. Investing in such companies may involve more risk than is usually associated with investing in larger, more established companies. There is typically less publicly available information concerning small and medium capitalization companies than for larger, more established companies. Some small and medium capitalization companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because small and medium capitalization companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

FOREIGN SECURITIES. A principal risk of investing in the Portfolio is associated with foreign stock investments. In general, stock values fluctuate in response to activities specific to the company as well as general market, economic and political conditions. Stock prices can fluctuate widely in response to these factors.

The Portfolio's investments in foreign securities (including depositary receipts) involve risks in addition to the risks associated with domestic securities. One additional risk is currency risk. While the price of Portfolio shares is quoted in U.S. dollars, the Portfolio generally converts U.S. dollars to a foreign market's local currency to purchase a security in that market. If the value of that local currency falls relative to the U.S. dollar, the U.S. dollar value of the foreign security will decrease. This is true even if the foreign security's local price remains unchanged.

Foreign securities also have risks related to economic and political developments abroad, including expropriations, confiscatory taxation, exchange control regulation, limitations on the use or transfer of Portfolio assets and any effects of foreign social, economic or political instability. In particular, adverse political or economic developments in a geographic region or a particular country in which the Portfolio invests could cause a substantial decline in the value of its portfolio securities. Foreign companies, in general, are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about these companies. Moreover, foreign accounting, auditing and financial reporting standards generally are different from those applicable to U.S. companies. Finally, in the event of a default of any foreign debt obligations, it may be more difficult for the Portfolio to obtain or enforce a judgment against the issuers of the securities.

Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlements of the Portfolio's trades effected in those markets. Delays in purchasing securities may result in the Portfolio losing investment opportunities. The inability to dispose of foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt may not be obligated, particularly unsponsored or unregistered depositary receipts, to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

The Portfolio may invest in foreign securities issued by companies located in developing or emerging countries. Compared to the United States and other developed countries, developing or emerging countries may have relatively unstable governments, economies based on only a few industries and securities markets that trade a small number of securities. Prices of these securities tend to be especially volatile and, in the past, securities in these countries have been characterized by greater potential loss (as well as gain) than securities of companies located in developed countries.

The Portfolio may invest in U.S. and foreign small capitalization securities. Investing in lesser-known, smaller-capitalized companies may involve greater risk of volatility of the Portfolio's share price than is customarily associated with investing in larger, more established companies, as described in “Medium and Small Capitalization Companies” above.

OTHER RISKS. The performance of the Portfolio will depend on whether the Adviser is successful in pursuing the Portfolio's investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

For the period prior to January 6, 2003, the Portfolio operated as a separate fund called the Orbitex Caterpillar Mid-Cap Relative Value Fund (the “Predecessor Fund”), which was managed by Orbitex Management, Inc. The investment policy of the Portfolio is substantially similar to that of the Predecessor Fund. The Predecessor Fund was subject to a similar level of fees as those applied to the Portfolio.

The bar chart and tables below show the performance of the Class A shares of the Predecessor Fund (see footnote (1) below) and the Portfolio over the past six years. The table gives some indication of the risks of an investment in the Portfolio by comparing the Predecessor Fund’s and the Portfolio’s performance with a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. Past performance does not necessarily indicate how the Portfolio will perform in the future.

The return in the bar chart below does not include the effect of the Predecessor Fund's front end sales charge for Class A shares, but does include the effect of fee waivers and expense reimbursements by Orbitex Management, Inc. and Saratoga Capital Management, LLC. If the effect of the sales charge were reflected or if the fee waivers and expense reimbursements had not been in effect, returns would have been lower than those shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 21.87% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -20.54% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 27.97%.

The following table compares the Predecessor Fund’s (for the periods prior to January 6, 2003) and the Portfolio’s (for the periods beginning January 6, 2003) average annual total returns with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns in the table include the effect of Class A shares maximum applicable front-end sales charge and the effect of fee waivers and expense reimbursements by Orbitex Management, Inc. and Saratoga Capital Management, LLC. If those waivers and reimbursements had not been in effect, the returns would have been lower than those shown.

The performance figures shown above reflect the performance of Class A shares of the Predecessor Fund (for the periods prior to January 6, 2003) and the Portfolio (for the periods beginning January 6, 2003).

The Russell Midcap^â Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represents approximately 27% of the total market capitalization of the Russell 1000^® Index. As of October 31, 2009, the average market capitalization of the Russell Midcap^® Index was approximately $5.7 billion; the median market capitalization was approximately $3.1 billion; and the largest company in the Index had an approximate market capitalization of $15.4 billion. . Investors may not invest in the Index directly; unlike the Portfolio’s returns, the Index does not reflect any fees or expenses. Such costs would lower performance.

The Morningstar Mid Capitalization Blend Average (“Mid Cap Blend Average”), as of December 31, 2008, consisted of 512 mutual funds comprised of mid market capitalization stocks. The Mid Cap Blend Average is not managed, and it is not possible to invest directly in the Mid Cap Blend Average.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio's past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Small Capitalization Portfolio is advised by Fox. The Portfolio is managed by a management team that consists of portfolio managers and analysts. The member of the team who is primarily responsible for the day-to-day management of the Portfolio is Gregory R. Greene, CFA, who is the key small-cap member on the firm's Investment Committee. Mr. Greene, a Managing Director and Co-Director of Small-Cap Equities, joined Fox in 1998 from Chris Blair Asset Management. Other members of the Small Cap Team include J. Bradley Ohlmuller, CFA and Robert Milmore, CFA. Mr. Ohlmuller, a Principal of the firm, joined Fox in 2004 and is a member of the firm’s Investment Committee. Mr. Ohlmuller was formerly a Vice President and research analyst at Goldman Sachs & Co. Robert Milmore, CFA, is a Vice President and Equity Research Analyst at Fox. Prior to joining Fox in 2005, Mr. Milmore was a Manager of International Treasury at Cendant Corporation.

The Portfolio will normally invest at least 80% of its total assets in common stocks of companies whose stock market capitalizations fall within the range of capitalizations in the Russell 2000^® Index. The market capitalization range of the Russell 2000^®Index at June 26, 2009 was $78 million to $1.7 billion. The Russell 2000^® Index is reconstituted annually at the midpoint of the calendar year. The Portfolio will also occasionally invest a portion of its assets in mid-cap stocks that are small relative to their industries that the Adviser believes have compelling valuations and fundamentals, and it will not immediately sell a security that was bought as a small-cap stock but through appreciation has become a mid-cap stock. In selecting securities for the Portfolio, the Adviser begins with a screening process that seeks to identify growing companies whose stocks sell at discounted price-to-earnings and price-to-cash flow multiples. The Adviser also attempts to discern situations where intrinsic asset values are not widely recognized. The Adviser favors such higher-quality companies that generate strong cash flow, provide above-average free cash flow yields and maintain sound balance sheets. Rigorous fundamental analysis, from both a quantitative and qualitative standpoint, is applied to all investment candidates. While the Adviser employs a disciplined "bottom-up" approach that attempts to identify undervalued stocks, it nonetheless is sensitive to emerging secular trends. The Adviser does not, however, rely on macroeconomic forecasts in its stock selection efforts and prefers to remain fully invested.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolio's investments in small and medium capitalization companies carry more risk than investments in larger companies. While some of the Portfolio's holdings in these companies may be listed on a national securities exchange, such securities are more likely to be traded in the over-the-counter (“OTC”) market. The low market liquidity of these securities may have an adverse impact on the Portfolio's ability to sell certain securities at favorable prices and may also make it difficult for the Portfolio to obtain market quotations based on actual trades, for purposes of valuing its securities. Investing in lesser-known, small and medium capitalization companies involves greater risk of volatility of the Portfolio's net asset value than is customarily associated with larger, more established companies. Often small and medium capitalization companies and the industries in which they are focused are still evolving and, while this may offer better growth potential than larger, more established companies, it also may make them more sensitive to changing market conditions. Small capitalization companies may have returns that can vary, occasionally significantly, from the market in general. In addition, small capitalization companies may not pay a dividend.

MICRO-CAP COMPANY RISK. Certain of the securities in which the Portfolio invests may be micro-cap companies. Micro-cap stocks may offer greater opportunity for capital appreciation than the stocks of larger and more established companies; however, they also involve substantially greater risks of loss and price fluctuations. Micro-cap companies carry additional risks because their earnings and revenues tend to be less predictable (and some companies may be experiencing significant losses), and their share prices tend to be more volatile and their markets less liquid than companies with larger market capitalizations. Micro-cap companies may be newly formed or in the early stages of development, with limited product lines, markets or financial resources, and may lack management depth. In addition, there may be less public information available about these companies. The shares of micro-cap companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the future ability to sell these securities. Also, it may take a long time before the Portfolio realizes a gain, if any, on an investment in a micro-cap company.

security may never reach the level that the Adviser believes is representative of its full value or that it may even go down in price.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

The bar chart and table below provide some indication of the risks of investing in the Portfolio. Past performance does not necessarily indicate how the Portfolio will perform in the future.

This bar chart shows how the performance of the Portfolio’s Class A shares has varied from year to year over the past two calendar years.

During the period shown in the bar chart, the highest return for a calendar quarter was 6.00% (quarter ended June 30, 2007) and the lowest return for a calendar quarter was -22.56% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 16.40%.

The Russell 2000^® Index is comprised of the 2,000 smallest U.S. domiciled publicly traded common stocks, which are included in the Russell 3000^® Index. The common stocks included in the Russell 2000^®Index represent approximately 10% of the U.S. equity market as measured by market capitalization. The Russell 3000^®Index is an unmanaged Index of the 3,000 largest U.S. domiciled publicly traded common stocks by market capitalization representing approximately 98% of the U.S. publicly traded equity market. The Russell 2000^®Index is an unmanaged Index. Unlike the returns for the Portfolio, the returns for the Russell 2000^® Index do not include fees and expenses (which would lower performance) and reflect reinvested dividends. Investors may not invest directly in an Index.

The Morningstar Small Blend Average (“Small Cap Blend Average”), as of December 31, 2008, consisted of 670 mutual funds comprised of small market capitalization stocks. The Small Cap Blend Average is not managed, and it is not possible to invest directly in the Small Cap Blend Average.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The International Equity Portfolio is advised by DePrince, Race & Zollo, Inc. (“DePrince, Race & Zollo”). The Portfolio is managed in the international value style by a portfolio manager with a team of supporting analysts. The individual who is primarily responsible for the day-to-day management of the Portfolio is Eugene Wu. Mr. Wu is the portfolio manager for DePrince, Race & Zollo’s International Equity team. Prior to joining DePrince, Race & Zollo in April 2008, Mr. Wu was employed at Lazard Asset Management as a Vice President, Portfolio Manager/Research Analyst in the Discounted Asset Strategies Group. Mr. Wu holds the Chartered Financial Analyst designation. He received his Bachelor of Science in Finance and Economics from New York University’s Leonard N. Stern School of Business and his Masters of Business Administration from Columbia University.

The Portfolio will normally invest at least 80% of its total assets in the equity securities of companies located outside of the United States. Equity securities consist of common stock and other securities such as depositary receipts. Under normal market conditions, at least 65% of the Portfolio's assets will be invested in securities of issuers located in at least three foreign countries (generally in excess of three), which may include countries with developing and emerging economies. The Adviser seeks to purchase undervalued stocks with above average dividend yields and a fundamental catalyst such as improving prospects or a sustainable competitive advantage. Emphasis is placed on bottom-up stock selection. In addition, the Adviser considers four global opportunity fundamentals: Macro, Political, Business and Portfolio diversification to assist in the basis of portfolio construction. A stock is sold when it no longer meets the Adviser’s criteria. The Portfolio’s investments in foreign issuers will generally take the form of depositary receipts. These are dollar-denominated receipts, which represent and may be converted into the underlying foreign security. Depositary receipts are publicly traded on exchanges or OTC in the United States. In deciding which securities to buy, hold or sell, the Adviser considers economic developments, industry prospects and other factors such as an issuer's competitive position or potential earnings.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

The Portfolio's investments in foreign securities (including depositary receipts) involve risks in addition to the risks associated with domestic securities. One additional risk is currency risk. While depositary receipts are denominated in U.S. dollars, currency fluctuations could adversely effect the value of the Portfolio’s investments.

Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlements of the Portfolio’s trades effected in those markets. Delays in purchasing securities may result in the Portfolio losing investment opportunities. The inability to dispose of foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt may, particularly unsponsored or unregistered depositary receipts, not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited security.

The Portfolio may invest in foreign small capitalization securities. Investing in lesser-known, smaller capitalized companies may involve greater risk of volatility of the Portfolio's share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning smaller companies than for larger, more established companies. Some small companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because smaller companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

This bar chart shows how the performance of the Portfolio’s Class A shares has varied from year to year over the past two calendar years.

During the period shown in the bar chart, the highest return for a calendar quarter was 6.58% (quarter ended June 30, 2007) and the lowest return for a calendar quarter was -23.38% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 24.10%.

The following table compares the average annual total returns of the Class A shares of the Portfolio with those of a broad measure of market performance over time. The returns assume that you sold your shares at the end of each period.

MSCI EAFE^®Index (Europe, Australasia, Far East) is a free, float-adjusted, market capitalization Index that is designed to measure developed market equity performance, excluding the U.S. & Canada. As of December 31, 2008, the MSCI EAFE^® Index consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. This unmanaged Index assumes the reinvestment of dividends, does not include fees and expenses (which would lower performance) and investors may not invest directly in the Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not

reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Health & Biotechnology Portfolio is advised by Oak Associates, ltd. (“Oak Associates”). Mark W. Oelschlager, Portfolio Manager, is responsible for stock selection for the Portfolio and the day-to-day management of the Portfolio. Mr. Oelschlager, CFA, is a Research Analyst and Portfolio Manager at Oak Associates, which he joined in 2000.

The Portfolio will normally invest at least 80% of its total assets in equity securities of U.S. and foreign healthcare companies and biotechnology companies, regardless of their stock market value (or “market capitalization”). Equity securities include common stocks, preferred stocks, securities convertible into common stocks and warrants. The Adviser utilizes a top-down investment approach focused on long-term economic trends. The Adviser begins with the overall outlook for the economy, then seeks to identify specific industries with attractive characteristics and long-term growth potential. Ultimately, the Adviser seeks to identify high-quality companies within the selected industries and to acquire them at attractive prices. The Adviser’s stock selection process is based on an analysis of individual companies’ fundamental values, such as earnings growth potential and the quality of corporate management.

Companies described as Health Care Equipment and Supplies, Health Care Provider Services, Pharmaceutical or Biotechnology Companies under the North American Industry Classification System are considered healthcare or biotechnology companies for purposes of investment by the Portfolio. These companies are principally engaged in: the design, manufacture or sale of products or services used for or in connection with health, medical, or personal care such as medical, dental and optical supplies or equipment; research and development of pharmaceutical products and services; the operation of healthcare facilities such as hospitals, clinical test laboratories, and convalescent and mental healthcare facilities; and the design, manufacture, or sale of healthcare-related products and services, research, development, manufacture or distribution of products and services relating to human health care, pharmaceuticals, agricultural and veterinary applications, and the environment; and manufacturing and/or distributing biotechnological and biomedical products, devices or instruments or provide materials, products or services to the foregoing companies.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

CONCENTRATION IN THE HEALTHCARE AND BIOTECHNOLOGY SECTORS. Because of its specific focus, the Portfolio's performance is closely tied to and affected by events occurring in the healthcare and biotechnology industries. Companies in the same industry often face similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to, and move in unison with, one another. Healthcare companies are subject to government regulation and approval of their products and services, which can have a significant effect on their market price. Furthermore, the types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial, and may have a significant impact on a healthcare company's

market value and/or share price. Biotechnology companies are affected by patent considerations, intense competition, rapid technology change and obsolescence, and regulatory requirements of various federal and state agencies. In addition, many of these companies are relatively small and have thinly-traded securities, may not yet offer products or offer a single product, and may have persistent losses during a new product's transition from development to production or erratic revenue patterns. Moreover, stock prices of biotechnology companies are very volatile, particularly when their products are up for regulatory approval and/or under regulatory scrutiny. Consequently, the Portfolio's performance may sometimes be significantly better or worse than that of other types of funds.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

to be especially volatile and, in the past, securities in these countries have been characterized by greater potential loss (as well as gain) than securities of companies located in developed countries.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolio may invest in U.S. and foreign small and medium capitalization securities. Investing in lesser-known, small and medium capitalization companies may involve greater risk of volatility of the Portfolio's share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning small and medium capitalization companies than for larger, more established companies. Some small and medium capitalization companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because small and medium capitalization companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

NON-DIVERSIFICATION. Because the Portfolio is non-diversified, it may have greater exposure to volatility than other funds. Because a non-diversified fund may invest a larger percentage of its assets in the securities of a single company than diversified funds, the performance of that company can have a substantial impact on the Portfolio's share price.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

For the periods prior to January 27, 2003, the Portfolio operated as a separate fund called the Orbitex Health & Biotechnology Fund (the "Predecessor Fund"), which was managed by Orbitex Management, Inc. The investment policy of the Portfolio is substantially similar to that of the Predecessor Fund. The Predecessor Fund was subject to a similar level of fees as those applied to the Portfolio.

The bar chart and table below show the performance of the Class A shares of the Predecessor Fund (see footnote (1) below) and the Portfolio over the past nine calendar years. The table gives

some indication of the risks of an investment in the Portfolio by comparing the Predecessor Fund’s and the Portfolio’s performance with a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. Past performance does not necessarily indicate how the Portfolio will perform in the future.

The returns in the bar chart below do not include the effect of the Predecessor Fund’s front end sales charge for Class A shares, but do include the effect of fee waivers and expense reimbursements by Orbitex Management, Inc. and Saratoga Capital Management, LLC. If the effect of the sales charge were reflected or if the fee waivers and expense reimbursements had not been in effect, returns would have been lower than those shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 32.61% (quarter ended March 31, 2000) and the lowest return for a calendar quarter was -30.73% (quarter ended March 31, 2001). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 23.99%.

The following table compares the Predecessor Fund's (for the periods prior to January 27, 2003) and the Portfolio’s (for the periods beginning January 27, 2003) average annual total returns with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns in the table include the effect of Class A shares maximum applicable front-end sales charge and the effect of fee waivers and expense reimbursements by Orbitex Management, Inc. and Saratoga Capital Management, LLC. If those waivers and reimbursements had not been in effect, the returns would have been lower than those shown. The returns assume that you sold your shares at the end of each period.

The performance figures shown above reflect the performance of Class A shares of the Predecessor Fund (for periods prior to January 27, 2003) and the Portfolio’s (for the periods beginning January 27, 2003).

The S&P 500^â Total Return Index is a broad-based, unmanaged Index, the performance of which is based on the performance of 500 widely-held common stocks chosen for market size, liquidity and industry group representation. Index returns assume reinvestment of dividends; unlike the Portfolio's returns, however, Index returns do not reflect any fees or expenses. Such costs would lower performance. It is not possible to invest directly in an Index.

The S&P 500^â Healthcare Index is a widely-recognized, equally-weighted index, adjusted for capital gains distribution and income dividends, of securities of companies engaged in the healthcare/biotechnology and medical industries. Index returns assume reinvestment of dividends; unlike the Portfolio's returns, however, Index returns do not reflect any fees or expenses. Such costs would lower performance. It is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio's past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Technology & Communications Portfolio is advised by Columbus Circle Investors (“CCI”). Stock selection for the Portfolio is made by a management team that consists of portfolio managers and analysts. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are co-portfolio managers, Anthony Rizza, CFA and Craig L. Chodash, CFA. Mr. Rizza, Senior Managing Director, created and has managed CCI’s technology process since January 1, 1995. Mr. Chodash, Senior Vice President/Senior Securities Analyst, joined CCI in May 2003. Mr. Chodash is also a member of the New York Society of Security Analysts.

The Portfolio will normally invest at least 80% of its total assets in equity securities issued by technology and communications companies, both domestic and foreign, regardless of their stock market value (or “market capitalization”). Equity securities include common stocks, preferred stocks, securities convertible into common stocks and warrants. The Portfolio may invest up to 25% of its total assets in foreign companies. The Portfolio defines a "technology company" as an entity in which at least 50% of the company's revenues or earnings were derived from technology activities or at least 50% of the company's assets were devoted to such activities, based upon the company's most recent fiscal year. Technology companies may include, among others, companies that are engaged in the research, design, development or manufacturing of technology products. These companies include among others, those in the Internet, medical, pharmaceutical, manufacturing, computer software and hardware industries. The Portfolio defines a "communications company" as an entity in which at least 50% of the company's revenues or earnings were derived from communications activities or at least 50% of the company's assets were devoted to such activities, based upon the company's most recent fiscal year. Communications activities may include, among others, regular telephone service; communications equipment and services; electronic components and equipment; broadcasting; computer software and hardware; semiconductors; mobile communications and cellular radio/paging; electronic mail and other electronic data transmission services; networking and linkage of word and data processing systems; publishing and information systems; video text and teletext; emerging technologies combining telephone, television and/or computer systems; and Internet and network equipment and services.

In buying and selling securities for the Portfolio, the Adviser relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position and economic and market conditions. Factors considered include growth potential, earnings, estimates and management. Particular emphasis is placed on identifying companies whose performance has exceeded expectations.

When market or financial conditions warrant, the Portfolio may also make temporary investments in investment grade debt securities. Such investment strategies could result in the Portfolio not achieving its investment objective.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

CONCENTRATION IN THE TECHNOLOGY AND COMMUNICATIONS SECTORS. Because of its specific focus, the Portfolio's performance is closely tied to, and affected by, events occurring in the information, communications and related technology industries. Companies in the same industry often face similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to and move in unison with one another. Because

technology continues to advance at an accelerated rate, and the number of companies and product offerings continues to expand, these companies could become increasingly sensitive to short product cycles, aggressive pricing and intense competition. Many technology companies sell stock before they have a commercially viable product, and may be acutely susceptible to problems relating to bringing their products to market. Additionally, many technology companies have very high price/earnings ratios, high price volatility, and high personnel turnover due to severe labor shortages for skilled technology professionals.

EMERGING TECHNOLOGY SECTOR RISK. Because of its narrow focus, the Portfolio's performance is closely tied to, and affected by, events occurring in the emerging technology and general technology industries. Companies in the same industry often face similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to and move in unison with one another. Because technology continues to advance at an accelerated rate, and the number of companies and product offerings continues to expand, these companies could become increasingly sensitive to short product cycles, aggressive pricing and intense competition. In some cases, there are some emerging technology companies, which sell stock before they have a commercially viable product, and may be acutely susceptible to problems relating to bringing their products to market. Additionally, many emerging technology companies have very high price/earnings ratios, high price volatility, and high personnel turnover due to severe labor shortages for skilled emerging technology professionals.

foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolio may invest in U.S. and foreign, small and medium capitalization securities. Investing in lesser-known, small and medium capitalization companies may involve greater risk of volatility of the Portfolio's share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning small and medium capitalization companies than for larger, more established companies. Some small and medium capitalization companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because small and medium capitalization companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

For the periods prior to January 6, 2003, the Portfolio operated as a separate fund called the Orbitex Info-Tech & Communications Fund (the "Predecessor Fund"), which was managed by Orbitex Management, Inc. The investment policy of the Portfolio is substantially similar to that of the Predecessor Fund. The Predecessor Fund was subject to a similar level of fees as those applied to the Portfolio.

The bar chart and table below show the performance of the Class A shares of the Predecessor Fund (see footnote (1) below) and the Portfolio over the past ten calendar years. The table gives some indication of the risks of an investment in the Portfolio by comparing the Predecessor Fund's and the Portfolio’s performance with a broad measure of market performance over time, as well as with an Index with similar investment objectives. Past performance does not necessarily indicate how the Portfolio will perform in the future.

The returns in the bar chart below do not include the effect of the Predecessor Fund's front end sales charge for Class A shares, but do include the effect of fee waivers and expense reimbursements by Orbitex Management, Inc. and Saratoga Capital Management, LLC. If the effect of the sales charge were reflected or if the fee waivers and expense reimbursements had not been in effect, returns would have been lower than those shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 62.60% (quarter ended December 31, 1999) and the lowest return for a calendar quarter was -44.32% (quarter ended December 31, 2000). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 46.15%.

The following table compares the Predecessor Fund's (for the periods prior to January 6, 2003) and the Portfolio’s (for the periods beginning January 6, 2003) average annual total returns with those of a broad measure of market performance over time, as well as with an Index with similar investment objectives. The returns in the table include the effect of Class A shares maximum applicable front-end sales charge and the effect of fee waivers and expense reimbursements by Orbitex Management, Inc. and Saratoga Capital Management, LLC. If those waivers and reimbursements had not been in effect, the returns would have been lower than those shown. The returns assume that you sold your shares at the end of each period.

The performance figures shown above reflect the performance of Class A shares of the Predecessor Fund (for periods prior to January 6, 2003) and the Portfolio’s (for the periods beginning January 6, 2003).

The Lipper Science & Technology Funds Index is an equal-weighted performance Index, adjusted for capital gain distributions and income dividends, of the largest qualifying funds within the Science and Technology fund classification, as defined by Lipper. Indexes are not managed, and it is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio's past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Financial Services Portfolio is advised by Loomis Sayles. Stock selection for the Portfolio is made by a team led by Thomas M. Finucane and Kathleen M. Bochman, CFA, co-portfolio managers, who are jointly and primarily responsible for the day-to-day management of the Portfolio. Mr. Finucane joined Loomis Sayles in 2006 and is a financial service sector analyst/portfolio manager and Vice President of Loomis Sayles. Prior to joining Loomis Sayles, Mr. Finucane was a Vice President and portfolio manager (from 1996 to 2002 and from 2004 until 2006) at John Hancock Funds. Mr. Finucane also served as a Senior Vice President and equity analyst at State Street Research and management from 2002 until 2004. Ms. Bochman joined Loomis Sayles in 2006 and is a financial services sector analyst/portfolio manager. Prior to joining Loomis Sayles, Ms. Bochman was a senior credit analyst covering financial services at Gimme Credit, LLC from 2004 to 2006.

"Financial services company," for purposes of Portfolio investments, is defined as an entity in which at least 50% of the company's revenues or earnings were derived from financial services activities based upon the company's most recent fiscal year, or at least 50% of the company's assets were devoted to such activities based on the company's most recent fiscal year or any company which is included in the S&P Financial Sector Index. Financial services companies provide financial services to consumers and industry. Examples of companies in the financial services sector include commercial banks, investment banks, savings and loan associations, thrifts, finance companies, brokerage and advisory firms, transaction and payroll processors, insurance companies, real estate and leasing companies, and companies that span across these segments, and service providers whose revenue is largely derived from the financial services sector. Under Securities and Exchange Commission (“SEC”) regulations, the Portfolio may not invest more than 5% of its total assets in the

equity securities of any company that derives more than 15% of its revenues from brokerage or investment management activities.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

CONCENTRATION IN THE FINANCIAL SERVICES SECTOR. Because of its specific focus, the Portfolio's performance is closely tied to and affected by events occurring in the financial services industry. Companies in the same industry often face similar obstacles, issues and regulatory

burdens. As a result, the securities owned by the Portfolio may react similarly to and move in unison with one another. The Portfolio is more vulnerable to price fluctuations of financial services companies and other factors that particularly affect financial services industries than a more broadly diversified mutual fund. In particular, the prices of stock issued by many financial services companies have historically been more closely correlated with changes in interest rates than other stocks. Generally, when interest rates go up, stock prices of these companies go down. This relationship may not continue in the future. Financial services companies are subject to extensive government regulation which tends to limit both the amount and types of loans and other financial commitments the company can make, and the interest rates and fees it can charge. These limitations can have a significant impact on the profitability of a financial services company since profitability is impacted by the company's ability to make financial commitments such as loans. Insurance companies in which the Portfolio invests may also have an impact on the Portfolio's performance as insurers may be subject to severe price competition, claims activity, marketing competition and general economic conditions. Certain lines of insurance can be significantly influenced by specific events. For example, property and casualty insurer profits may be affected by certain weather catastrophes and other disasters; and life and health insurer profits may be affected by mortality risks and morbidity rates. The financial services industry is currently undergoing a number of changes such as continuing consolidations, development of new products and structures and changes to its regulatory framework. These changes are likely to have a significant impact on the financial services industry and the Portfolio.

foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

NON-DIVERSIFICATION. Because the Financial Services Portfolio is non-diversified, it may have greater exposure to volatility than other funds. Because a non-diversified fund may invest a larger percentage of its assets in the securities of a single company than diversified funds, the performance of that company can have a substantial impact on the fund's share price.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

For the periods prior to January 6, 2003, the Portfolio operated as a separate fund called the Orbitex Financial Services Fund (the "Predecessor Fund"), which was managed by Orbitex Management, Inc. The investment policy of the Portfolio is substantially similar to that of the Predecessor Fund. The Predecessor Fund was subject to a similar level of fees as those applied to the Portfolio.

The bar chart and table below show the performance of the Class A shares of the Predecessor Fund (see footnote (1) below) and the Portfolio over the past eight calendar years. The table gives some indication of the risks of an investment in the Portfolio by comparing the Predecessor Fund's and the Portfolio’s performance with a broad measure of market performance overtime, as well as with an Index of funds with similar investment objectives. Past performance does not necessarily indicate how the Portfolio will perform in the future.

During the periods shown in the bar chart, the highest return for a calendar quarter was 18.68% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -31.75% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 15.57%.

The following table compares the Predecessor Fund's (for the periods prior to January 6, 2003) and the Portfolio’s (for the periods beginning January 6, 2003) average annual total returns with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns in the table include the effect of Class A shares maximum applicable front-end sales charge and the effect of fee waivers and expense reimbursements by Orbitex Management, Inc. and Saratoga Capital Management, LLC. If those waivers and reimbursements had not been in effect, the returns would have been lower than those shown. The returns assume that you sold your shares at the end of each period.

The Lipper Financial Services Funds Index is an equal, dollar-weighted Index of the 30 largest mutual funds within the Financial Services fund classification, as defined by Lipper. The Index is adjusted for the reinvestment of capital gains and income dividends. Indices are not managed, and it is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio's past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Energy & Basic Materials Portfolio is advised by Loomis Sayles. Stock selection for the Portfolio is made by a team led by co-portfolio managers James L. Carroll, CFA, and Larry Shaw, CFA, who have joint primary responsibility for the day-to-day management of the Portfolio. Mr. Carroll and Mr. Shaw are Vice Presidents at Loomis Sayles. Mr. Carroll joined Loomis Sayles in 1996. Mr. Shaw originally joined Loomis Sayles in 1986, where from 1998 to 2002, he was an energy analyst and value portfolio manager. Prior to re-joining Loomis Sayles in 2005, Mr. Shaw served as a consultant to the Loomis Sayles’ equity department, focusing on energy and energy-related companies.

The Portfolio will normally invest at least 80% of its total assets in equity securities issued by U.S. and foreign Energy and Basic Materials Companies, regardless of their stock market value (or “market capitalization”). The Portfolio utilizes the Standard & Poor’s classification system for purposes of determining whether a company is an Energy or Basic Materials Company. Standard & Poor’s maintains a proprietary classification system similar to the North American Industry Classification System which classifies companies according to industry sectors and groups. Companies classified as Energy or Basic Materials Companies by Standard & Poor’s are involved in the exploration, development, production, refining or distribution of oil, natural gas, coal, and uranium, the construction or provision of oil rigs, drilling equipment and other energy related services and equipment, basic materials such as metals, minerals, chemicals, water, forest product, precious metals, glass and industrial gases or provide materials, products or services to such companies. Equity securities include common stocks, securities convertible into common stocks, preferred stocks and warrants. Standard & Poor’s classifications are utilized to identify sectors.

Loomis Sayles’ stock selection process is driven primarily by fundamental analysis of the energy sector and related industries and individual companies within them. Loomis Sayles generates investment ideas by, among other things, sector and industry analysis, valuation analysis, management interviews and other forms of proprietary investment research, including a review of financial dynamics affecting an issuer. Once an investment opportunity is identified, Loomis Sayles seeks to determine inherent or intrinsic value through various valuation metrics, which will vary depending upon the industry involved. These valuation techniques include, but are not limited to, price earnings ratio analysis, price to sales ratio analysis, relative price to earnings ratio analysis, price to book and cash flow ratio analysis and discounted cash flow. Valuation methodology is industry-specific within the energy sector and the determination of intrinsic value of a particular security is

driven by specific industry metrics. Based on this analysis, Loomis Sayles establishes company-specific price targets and position weights.

The 80% investment restriction noted above is non-fundamental, but requires 60 days' prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

CONCENTRATION IN THE ENERGY AND BASIC MATERIALS SECTORS. Because of its specific focus, the Portfolio's performance is closely tied to and affected by events occurring in the energy and basic materials industries. Companies in the same industry often face similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to and move in unison with one another. Companies in the energy and basic materials sector are subject to swift fluctuations in supply and demand. These fluctuations may be caused by events relating to international political and economic developments, energy conservation, the success of exploration projects, the environmental impact of energy and basic materials operations and tax and other governmental regulatory policies. Consequently, the Portfolio's performance may sometimes be significantly better or worse than that of other types of funds.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

The Portfolio may invest in foreign securities issued by companies located in developing or emerging countries. Compared to the United States and other developed countries, developing or

emerging countries may have relatively unstable governments, economies based on only a few industries and securities markets that trade a small number of securities. Prices of these securities tend to be especially volatile and, in the past, securities in these countries have been characterized by greater potential loss (as well as gain) than securities of companies located in developed countries.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolio may invest in U.S and foreign small and medium capitalization securities. Investing in lesser-known, small and medium capitalization companies may involve greater risk of volatility of the Portfolio's share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning small and medium capitalization companies than for larger, more established companies. Some small and medium capitalization companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because smaller and medium capitalization companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

NON-DIVERSIFICATION. Because the Energy & Basic Materials Portfolio is non-diversified, it may have greater exposure to volatility than other funds. Because a non-diversified fund may invest a larger percentage of its assets in the securities of a single company than diversified funds, the performance of that company can have a substantial impact on the fund's share price.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

For the periods shown prior to January 6, 2003, the Portfolio operated as a separate fund called the Orbitex Energy & Basic Materials Fund (the "Predecessor Fund"), which was managed by Orbitex Management, Inc. The investment policy of the Portfolio is substantially similar to that of the Predecessor Fund. The Predecessor Fund was subject to a similar level of fees as those applied to the Portfolio.

The bar chart and table below show the performance of the Class A shares of the Predecessor Fund (see footnote (1) below) and the Portfolio over the past ten calendar years. The table gives some indication of the risks of an investment in the Portfolio by comparing the Predecessor Fund's and the Portfolio’s performance with a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. Past performance does not necessarily indicate how the Portfolio will perform in the future.

During the periods shown in the bar chart, the highest return for a calendar quarter was 23.93% (quarter ended September 30, 2005) and the lowest return for a calendar quarter was -32.69% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class A shares was 31.01%.

The following table compares the Predecessor Fund's (for the periods prior to January 6, 2003) and the Portfolio’s (for the periods beginning January 6, 2003) average annual total returns with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns in the table include the effect of Class A shares maximum applicable front-end sales charge and the effect of fee waivers and expense reimbursements by Orbitex Management, Inc. and Saratoga Capital Management, LLC. If those waivers and reimbursements had not been in effect, the returns would have been lower than those shown. The returns assume that you sold your shares at the end of each period.

The Lipper Natural Resources Funds Index is an equal-weighted performance Index, adjusted for capital gain distributions and income dividends, of the largest qualifying funds within the Natural Resources fund classification, as defined by Lipper. Indices are not managed, and it is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio's past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

ANNUAL PORTFOLIO OPERATING EXPENSES. The following table lists the fees and expenses that an investor will incur as a shareholder of each of the Portfolios based on operating expenses incurred during the fiscal year ended August 31, 2009.

**EXPENSE WAIVERS AND REIMBURSEMENTS AND NET EXPENSES: The Trust and the Manager have entered into an Excess Expense Agreement (the "Expense Agreement") effective January 1, 1999, applicable to the Class A Shares of the Health & Biotechnology, Technology & Communications, Financial Services, Energy & Basic Materials, and Mid Capitalization Portfolios as of January 1, 2003 and applicable to the remaining Portfolios as of January 31, 2006. In connection with the Expense Agreement, the Manager is currently voluntarily waiving all or a portion of its management fees and/or assuming certain other operating expenses of certain Portfolios in order to maintain the expense ratios of each class of the Portfolios at or below predetermined levels (each an "Expense Cap"). Under the terms of the Expense Agreement, expenses borne by the Manager are subject to reimbursement by the relevant class of each Portfolio for up to three years from the date the fee or expense was incurred. Prior Board approval is required with respect to any such expense reimbursements. No reimbursement payment will be made by a Portfolio if it would result in the Portfolio exceeding its Expense Cap. The following are the Expense Caps for the Class A shares for each of the Portfolios: U. S. Government Money Market, 2.15%; Investment Quality Bond, 2.30%; Municipal Bond, 2.30%; Large Capitalization Value, 3.00%; Large Capitalization Growth, 3.00%; Mid Capitalization, 3.00%; Small Capitalization, 3.00%; International Equity, 3.30%; Health & Biotechnology, 3.40%; Technology & Communications, 3.40%; Financial Services, 3.40%; and Energy & Basic Materials, 3.40%.

For the fiscal year ended August 31, 2009 the net expenses for each of the Portfolios were: Health & Biotechnology, 2.95%;Technology & Communications, 3.22% (taking into account the expense reimbursement /waiver of 0.52%; Financial Services, 3.16% (taking into account the expense reimbursement/waiver of 1.40%); Energy & Basic Materials, 3.17% (taking into account the expense reimbursement/waiver of 0.20%); Mid Capitalization.2.76%; U.S. Government Money Market, 0.55% (taking into account the expense reimbursement/waiver of 1.15%); Investment Quality Bond, 2.09% Municipal Bond, 2.25% (taking into account the expense reimbursement/waiver of 0.07%); Large Capitalization Value, 2.42%;Large Capitalization Growth, 2.31%; Small Capitalization, 2.68%; and International Equity, 2.43%. The Expense Agreement can be terminated by either party, without penalty, upon 60 days' prior notice. For the year ended August 31, 2009, the Manager recaptured previously waived/reimbursed fees of $444 (representing 0.01% of the Class A average net assets) for Health & Biotechnology.

(1) Reduced for purchases of $50,000 or more by certain investors. (See “Reduced Sales Charge” section.)

Purchases of $1 million or more by certain investors are not subject to any sales load at the time of purchase, but a 1.00% contingent deferred sales charge applies on amounts redeemed within one year of purchase. (See “Contingent Deferred Sales Charge” section.)

(3) MANAGEMENT FEES AND OTHER EXPENSES: Each Portfolio pays the Manager a fee for its services that is computed daily and paid monthly at an annual rate ranging from 0.475% to 1.25% of the value of the average daily net assets of the Portfolio. The fees of each Adviser are paid by the Manager. The nature of the services provided to, and the aggregate management fees paid by each Portfolio are described under "Investment Manager." "Other Expenses" also include fees for shareholder services, administration, custodial fees, legal and accounting fees, printing costs, registration fees, the costs of regulatory compliance, a Portfolio's allocated portion of the costs associated with maintaining the Trust's legal existence and the costs involved in the Trust's communications with shareholders.

(4) The 12b-1 fee is accrued daily and payable monthly at the annual rate of 0.40% of the average net assets of Class A shares, all of which may be paid to the Manager. A portion of the fee payable pursuant to the Plan, equal to 0.25% of the average daily net assets, is currently characterized as a service fee and may be paid directly to the Manager for support services. A service fee is a payment made for personal service and/or maintenance of shareholder accounts.

(5) Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. These Acquired Fund Fees and Expenses are not considered in the calculation of Expense Caps. The Operating Expenses in the above fee table will not correlate to certain of the expense ratios in the Portfolios’ financial statements (or the financial highlights in this Prospectus) because the financial statements include only the direct operating expenses incurred by the Portfolios, not the indirect costs of investing in other investment companies (“Acquired Funds”). Excluding the indirect costs of investing in Acquired Funds, Total Annual Portfolio Operating Expenses would be 2.09% for Investment Quality Bond; 2.32% for Municipal Bond; 2.42% for Large Capitalization Value; 2.68% for Small Capitalization; 3.74% for Technology & Communications; 4.56% for Financial Services; and 3.37% for Energy & Basic Materials.

The following exchanges are exempt from the 2% redemption fee: responses to the SaratogaSHARP^Ò asset allocation program’s allocations and reallocations and fees charged to participants in connection thereto; exchanges executed pursuant to asset allocation and automatic rebalancing programs and fees charged to participants in connection thereto, provided that such allocations, reallocations and exchanges do not occur more frequently than monthly and the applicable dealer provides the Trust’s Transfer Agent with documents evidencing such; exchanges in employer sponsored retirement plans (e.g., 401(k) and profit sharing plans), and redemptions pursuant to systematic withdrawal plans.

EXAMPLE. This example is intended to help you compare the cost of investing in the Portfolios with the cost of investing in other mutual funds. This example shows what expenses you could pay over time. The example assumes that you invest $10,000 in the Portfolio, your investment has a 5% return each year, and the Portfolio's operating expenses remain the same. Although your actual costs may be higher or lower, the table below shows your costs at the end of each period based on these assumptions.

This section provides additional information relating to each Portfolio's non-principal investment strategies.

DEFENSIVE INVESTING. The Portfolios are intended primarily as vehicles for the implementation of a long-term investment program utilizing asset allocation strategies rendered through investment advisory programs that are based on an evaluation of an investor's investment objectives and risk tolerance. Because these asset allocation strategies are designed to spread investment risk across the various segments of the securities markets through investment in a number of Portfolios, each individual Portfolio generally intends to be substantially fully invested in accordance with its investment objectives and policies during most market conditions. Although the Adviser of a Portfolio may, upon the concurrence of the Manager, take a temporary defensive position during adverse market conditions, it can be expected that a defensive posture will be adopted less frequently than would be by other mutual funds. This policy may impede an Adviser's ability to protect a Portfolio's capital during declines in the particular segment of the market to which the Portfolio's assets are committed.

FORWARD CURRENCY CONTRACTS. Certain Portfolio’s investments also may include forward currency contracts, which involve the purchase or sale of a specific amount of foreign currency at the current price with delivery at a specified future date. A Portfolio may use these contracts to hedge against adverse price movements in its portfolio securities or securities it may purchase and the currencies in which they are determined or to gain exposure to currencies underlying various securities or financial instruments.

INVESTMENT POLICIES. The percentage limitations relating to the composition of a Portfolio referenced in the discussion of a Portfolio apply at the time a Portfolio acquires an investment and refer to the Portfolio's net assets, unless otherwise noted. Subsequent percentage changes that result from market fluctuations will not require a Portfolio to sell any Portfolio security. A Portfolio may change its principal investment strategies without shareholder approval; however you would be notified of any change.

DERIVATIVES AND OTHER STRATEGIES. Each of the Portfolios may invest in options, futures, foreign securities, foreign currencies, and other derivatives (collectively, "Derivative Transactions"), and may enter into certain types of short sales. If these practices are used by a Portfolio, the intent would be primarily to hedge the Portfolio's holdings. For example, a Portfolio may purchase or sell options contracts on equity securities to hedge against the risk of fluctuations in the prices of securities held by the Portfolio. Or, a Portfolio may purchase or sell stock index futures contracts and might purchase put options or write call options on such futures contracts to protect against a general stock market decline or decline in a specific market sector that could adversely affect the Portfolio's holdings.

Investing for hedging purposes may result in certain transaction costs, which may reduce a Portfolio's performance. In addition, no assurances can be given that hedging will be implemented or that each derivative position will achieve a perfect correlation with the security or currency being hedged against.

EXCHANGE-TRADED FUNDS. The Health & Biotechnology Portfolio, International Equity Portfolio, Mid Capitalization Portfolio and Energy & Basic Materials Portfolio may invest up to 10% of its net assets in shares of various exchange-traded funds (“ETFs”) that seek to track performance of various portions or segments of the equity markets. No more than 5% of a Portfolio’s net assets will be invested in any one ETF.

REAL ESTATE INVESTMENT TRUSTS. Real estate investment trusts (“REITs”) pool investors’ funds for investment primarily in income producing real estate or real estate related loans or interests. A shareholder, by investing in REITs indirectly through a Portfolio, will bear not only his proportionate share of the expenses of the Portfolio, but also, indirectly, the management expenses of the underlying REITs.

MONEY MARKET FUNDS. Each Portfolio’s cash balances may be invested in money market funds.

This section provides information relating to risks of investing in the Portfolios in addition to the principal risks described previously.

The risks set forth below are applicable to a Portfolio only to the extent the Portfolio invests in the investment described.

FOREIGN SECURITIES. Foreign securities may be riskier than U.S. investments because of factors such as unstable international political and economic conditions, currency fluctuations, foreign controls on investment and currency exchange, withholding taxes, a lack of adequate company information, less liquid and more volatile markets, and a lack of governmental regulation. Consequently, there is a risk that a foreign security may never reach the price that the Adviser believes is representative of its full value or that it may even go down in price.

JUNK BONDS. A Portfolio's investments in securities rated lower than investment grade or if unrated of comparable quality as determined by the Adviser (commonly known as "junk bonds") pose significant risks. The prices of junk bonds are likely to be more sensitive to adverse economic changes or individual corporate developments than higher rated securities. During an economic downturn or substantial period of rising interest rates, junk bond issuers and, in particular, highly leveraged issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet their projected business goals or to obtain additional financing. In the event of a default, the Portfolio may incur additional expenses to seek recovery. The secondary market for junk bonds may be less liquid than the markets for higher quality securities and, as such, may have an adverse effect on the market prices of certain securities. The illiquidity of the market may also adversely affect the ability of the Trust's Trustees to arrive at a fair value for certain junk bonds at certain times and could make it difficult for the Portfolios to sell certain securities. In addition, periods of economic uncertainty and change probably would result in increased volatility of market prices of high yield securities and a corresponding volatility in a Portfolio's net asset value.

OPTIONS AND FUTURES. If a Portfolio invests in options and/or futures, its participation in these markets would subject the Portfolio to certain risks. The Adviser's predictions of movements in the direction of the stock, bond, stock Index, currency or interest rate markets may be inaccurate, and the adverse consequences to the Portfolio (e.g., a reduction in the Portfolio's net asset value or a reduction in the amount of income available for distribution) may leave the Portfolio in a worse position than if these strategies were not used. Other risks inherent in the use of options and futures include, for example, the possible imperfect correlation between the price of options and futures contracts and movements in the prices of the securities being hedged, and the possible absence of a liquid secondary market for any particular instrument. Certain options may be OTC options, which are options negotiated with dealers; there is no secondary market for these investments.

FORWARD CURRENCY CONTRACTS. A Portfolio's participation in forward currency contracts also involves risks. If the Adviser employs a strategy that does not correlate well with the Portfolio's investments or the currencies in which the investments are denominated, currency contracts could result in a loss. The contracts also may increase the Portfolio's volatility and may involve a significant risk.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolios may invest in companies with small and medium market capitalization. Market capitalization refers to the total market value of the outstanding stock of a company. Investing in such companies may involve more risk than is usually associated with investing in larger, more established companies. Small and mid-cap companies and the industries in which they are involved frequently are still maturing and are more sensitive to changing market conditions than larger companies in more established industries. Small companies often have limited product lines, markets, financial resources and less experienced management. Small and mid-cap companies are often traded in the OTC market, and the low market liquidity of these securities may have an adverse effect on the ability of a Portfolio to sell certain securities at favorable prices. Such securities usually trade in lower volumes and are subject to greater and more unpredictable price fluctuations than larger cap securities or the stock market in general. This also may impede the Portfolio's ability to obtain market quotations based on actual trades in order to value the Portfolio's securities. Small and mid cap securities may have returns that can vary, occasionally significantly, from the market in general. In addition, small and mid-cap companies may not pay a dividend. Although income may not be a primary goal of a Portfolio, dividends can cushion returns in a falling market.

CONVERTIBLE SECURITIES. Certain Portfolios may invest a portion of their assets in convertible securities, which are securities that generally pay interest and may be converted into common stock. These securities may carry risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

INTEREST RATE CHANGES. Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security may fall when interest rates rise and may rise when interest rates fall. Securities with longer maturities may be more sensitive to interest rate changes.

EXCHANGE-TRADED FUNDS. Shares of ETFs have many of the same risks as direct investments in common stocks. Their market value is expected to rise and fall as the value of the underlying Index rises and falls. In addition, the market value of their shares may differ from the net asset value of the particular fund. If the Health & Biotechnology Portfolio, International Equity Portfolio, Mid Capitalization Portfolio or Energy & Basic Materials Portfolio invest in shares of ETFs it would, in addition to its own expenses, indirectly bear its ratable share of the ETF’s expenses (e.g., advisory, administrative or 12b-1 fees). In addition, the Portfolio would have increased market exposure to those companies held in its portfolio that are also held by the ETF. The securities of other investment companies and ETFs in which the Portfolio may invest may be leveraged. As a result, the Portfolio may be indirectly exposed to leverage through an investment in such securities. An investment in securities of other investment companies and ETFs that use leverage may expose the Portfolio to higher volatility in the market value of such securities and the possibility that the Portfolio’s long-term returns on such securities (and, indirectly, the long-term returns of the shares) will be diminished.

REAL ESTATE INVESTMENT TRUSTS. REITs expose a Portfolio to the risks of the real estate market. These risks can include fluctuations in the value of underlying properties; defaults by borrowers or tenants; market saturation; changes in general and local economic conditions; decreases in market rates for rents; increases in vacancies, competition, property taxes, capital expenditures, or operating expenses; and other economic, political or regulatory occurrences affecting the real estate industry. REITs may also be affected by risks similar to those associated with investment in debt securities, including changes in interest rates and the quality of credit extended. REITs require specialized management and pay management expenses; may have less trading volume; may be subject to more abrupt or erratic price movements than the overall securities markets; may not qualify for preferential tax treatments or exemptions; and may invest in a limited number of properties, in a narrow geographic area, or in a single property type, which increases the risk that the portfolio could be unfavorably affected by the poor performance of a single investment or investment type. In addition, defaults on or sales of investments the REIT holds could reduce the cash flow needed to make distributions to investors.

A description of the Portfolio’s policies and procedures with respect to the disclosure of each of the Portfolios’ securities is available in the Trust’s Statement of Additional Information.

The Trust discloses each Portfolio’s top holdings on a calendar quarter basis with a one to three-week lag on its public website until they are included in the Trust’s next shareholder report or quarterly report. Each Portfolio will make available complete month-end portfolio holdings information with a 30-day lag. Such information can be obtained by calling 1-800-807-FUND.

In addition, you may obtain complete Portfolio holdings information or other disclosure of holdings as required by applicable legal or regulatory requirements on a fiscal quarterly basis within two months after the end of the fiscal period by calling 1-800-807-FUND.

Saratoga Capital Management, LLC serves as the Trust's Manager and is located at 1101 Stewart Avenue, Suite 207, Garden City, New York 11530. Saratoga Capital Management, LLC is a Delaware limited liability company. The Manager and the Trust have obtained an exemptive order (the "Order") from the SEC that permits the Manager to enter into investment advisory agreements with advisers without obtaining shareholder approval. The Manager, subject to the review and approval of the Board of Trustees of the Trust, selects Advisers for each Portfolio and supervises and monitors the performance of each Adviser.

The Order also permits the Manager, subject to the approval of the Trustees, to replace investment advisers or amend investment advisory agreements, including fees, without shareholder approval whenever the Manager and the Trustees believe such action will benefit a Portfolio and its shareholders. This means that the Manager can reduce the sub-advisory fees and retain a larger portion of the management fee, or increase the sub-advisory fees and retain a smaller portion of the management fee. The Manager compensates each Adviser out of its management fee.

The total amount of investment management fees payable by each Portfolio to the Manager may not be changed without shareholder approval.

Reich & Tang Asset Management, LLC ("Reich & Tang"), a registered investment adviser located at 600 Fifth Avenue, 8^th Floor, New York, New York 10020, serves as the Adviser to the U.S. Government Money Market Portfolio. Reich & Tang has been an investment adviser since 1970 and advises mutual funds, pension trusts, profit-sharing trusts and endowments. As of September 30, 2009, Reich & Tang had approximately $17 billion in assets under management.

DePrince, Race & Zollo, Inc. (“DePrince, Race & Zollo”), a registered investment adviser, serves as the Adviser to the International Equity Portfolio. DePrince, Race & Zollo, an independent investment management firm founded in 1995, is located at 250 Park Avenue South, Suite #250, Winter Park, Florida 32789. As of September 30, 2009, DePrince, Race & Zollo had approximately $4.6 billion in assets under management.

Fox Asset Management LLC ("Fox"), a registered investment adviser, serves as Adviser to the Investment Quality Bond, Municipal Bond and Small Capitalization Portfolios. Fox was formed in 1985. Fox is 20% owned by its employees, with a controlling interest held by Eaton Vance Corp. Fox is located at331 Newman Springs Road, Suite 122, Red Bank, New Jersey 07701. As of September 30, 2009, assets under management by Fox were approximately $2.04 billion.

M.D. Sass Investors Services, Inc. (“M.D. Sass”), a registered investment adviser founded in 1972, serves as the Adviser to the Large Capitalization Value Portfolio. M.D. Sass is a privately-owned investment manager for family offices, high net worth individuals, and institutional investors such as corporations, endowments and foundations. As of September 30, 2009, M.D. Sass advised accounts having assets of approximately $6.19 billion. M.D. Sass is located at 1185 Avenue of the Americas, 18^th Floor, New York, New York 10036-2699.

Oak Associates ltd. (“Oak Associates”), a registered investment adviser, located at 3875 Embassy Parkway, Suite 250, Akron, Ohio 44333-8355, serves as the Adviser to the Health & Biotechnology Portfolio. Oak Associates advises mutual funds and other investors. As of September 30, 2009, Oak Associates had approximately $859.1 million in assets under management.

Columbus Circle Investors, a registered investment adviser, located at Metro Center, One Station Place Stamford, Connecticut06902, serves as the Adviser to the Technology & Communications Portfolio. Principal Global Investors LLC, a wholly owned subsidiary of Principal Financial Group, Inc., has a majority interest in Columbus Circle Investors. Columbus Circle Investors provides investment management services to corporations, public funds, endowments and foundations, Taft-Hartley accounts, and healthcare organizations. As of September 30, 2009, Columbus Circle Investors had approximately $13.1 billion in assets under management.

Loomis, Sayles & Company, L.P. (“Loomis Sayles”), a registered investment adviser, located at One Financial Center, Boston, Massachusetts 02111, serves as the Adviser to the Energy & Basic Materials Portfolio, Financial Services Portfolio and Large Capitalization Growth Portfolio. Loomis Sayles advises institutional, high net worth and mutual fund clients. Loomis Sayles managed assets of approximately $138.9 billion as of September 30, 2009.

Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”), a registered investment adviser located at 600 Travis, Suite 6300, Houston, Texas 77002-3071, serves as the Adviser to the

Mid Capitalization Portfolio. With $7.4 billion of assets under management as of September 30, 2009, Vaughan Nelson provides investment services to foundations, endowments, institutions, corporate pension funds, mutual funds and families/individuals.

A discussion regarding the basis for the Board of Trustee’s approval of the Investment Management Agreement and the Advisory Agreements of the Portfolios is available in the Portfolios’ Annual Report to Shareholders for the fiscal year ended August 31, 2009.

The Bank of New York Mellon, located at One Wall Street, 25^th Floor, New York, New York10286, is the custodian of the assets of the Trust.

Gemini Fund Services, LLC, located at 4020 South 147^th Street, Suite #2, Omaha, Nebraska 68137 serves as the Trust's transfer agent.

Gemini Fund Services, LLC, located at 450 Wireless Blvd., Hauppauge, New York 11788, provides administrative (including custody administration) and fund accounting services to the Trust. As such, they manage the administrative affairs of the Trust, calculate the net asset value of the shares of each Portfolio, and create and maintain the Trust's required financial records.

The price of shares of each Portfolio called "net asset value," is based on the value of the Portfolio's investments.

The net asset value per share of each Portfolio is determined once daily at the close of trading on the New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern Time) on each day that the NYSE is open. Shares will not be priced on days that the NYSE is closed.

The value of each Portfolio's portfolio securities is based on the securities' market price when available. When a market price is not readily available, including circumstances under which the Adviser determines that a security’s market price is not accurate, a portfolio security is valued by a pricing committee at its fair value, as determined under procedures established by the Trust's Board of Trustees. In these cases, the Portfolio's net asset value will reflect certain portfolio securities' fair value rather than their market price.

In addition, with respect to securities that primarily are listed on a foreign exchange, when an event occurs after the close of a foreign exchange that is likely to have changed the value of the foreign securities (for example, a percentage change in value of one or more U.S. securities indices in excess of specified thresholds), such securities will be valued at their fair value, as determined under procedures established by the Trust’s Board of Trustees. Securities also may be fair valued in the event of a development effecting a country or region or an issuer-specific development, which is likely to have changed the value of the security. To the extent the International Equity Portfolio, Health & Biotechnology Portfolio, Mid Capitalization Portfolio or Energy & Basic Materials Portfolio invests in ETFs, such Portfolio’s net asset value is calculated, in relevant part, based upon the net asset values of such ETFs (which are registered open-end management investment companies). The Prospectuses for these ETFs explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.

Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security.

Purchase of shares of a Portfolio must be made through a Financial Intermediary having a sales agreement with Northern Lights Distributors, LLC, the Trust's distributor (the "Distributor"), or through a broker or intermediary designated by that Financial Intermediary, or directly through the Transfer Agent. Shares of a Portfolio are available to participants in Consulting Programs and to other investors and investment advisory services. Purchase requests received by the Trust in proper form prior to the close of regular trading on the NYSE will be effected at the net asset value per share determined on that day. Requests received after the close of regular trading will receive the net asset value per share determined on the following business day. A purchase order is deemed to be received by the Trust when it is received in good order by the Transfer Agent or by a Financial Intermediary, or a broker or intermediary designated by a Financial Intermediary, authorized to accept purchase orders on behalf of the Trust. The sales charge for Class A shares is 5.75% of the offering price. However, this sales charge may be reduced or waived as described in “Reduced Sales Charge."

The Trust is designed to help investors to implement an asset allocation strategy to meet their individual needs as well as select individual investments within each asset category among the myriad choices available. The Trust offers several Classes of shares to investors designed to provide them with the flexibility of selecting an investment best suited to their needs. For more information regarding the purchase of shares, contact the Trust at 1-800-807-FUND.

Information regarding transaction processing and the establishment of new accounts should be sent to:

If you wish to wire money to make a subsequent investment in a Portfolio, contact the Trust at 1-800-807-FUND to receive wiring instructions and to notify the Trust that a wire transfer is coming. Any commercial bank can transfer same-day funds by wire. The Trust will normally accept wired funds for investment on the day of receipt provided that such funds are received by the Trust’s designated bank before the close of regular trading on the NYSE. Your bank may charge you a fee for wiring same-day funds.

PURCHASE OF SHARES IN GOOD ORDER. All purchase requests directly through the Transfer Agent must be received by the transfer agent in “good order.” This means that your request must include:

If you are purchasing shares through a Financial Intermediary, please consult your intermediary for purchase instructions. The Trust makes available assistance to help certain investors identify their risk tolerance and investment objectives through use of an investor questionnaire, and to select an appropriate model allocation of assets among the Portfolios. As further assistance, the Trust makes available to certain investors the option of automatic reallocation or rebalancing of their selected model. The Trust also provides, on a periodic basis, a report to the investor containing an analysis and evaluation of the investor's account.

Financial Intermediaries may charge a processing or service fee in connection with the purchase or redemption of Trust shares. The amount and applicability of such a fee is determined and disclosed to its customers by each individual Financial Intermediary. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in this prospectus. Your Financial Intermediary will provide you with specific information about any processing or service fees you will be charged.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means to you: when you open an account, we will ask your name, address, date of birth, and other information that will allow us to identify you. If you are unable to verify your identity, we reserve the right to restrict additional transactions and/or liquidate your account at the next calculated net asset value after your account is closed (less any applicable sales/account charges and/or tax penalties) or take any other action required by law.

CONTINUOUS OFFERING. For Class A shares of the Trust, the minimum initial investment in the Trust is $2,500 and the minimum investment in any individual Portfolio (other than the U.S. Government Money Market Portfolio) is $250; there is no minimum investment for the U.S. Government Money Market Portfolio. For employees and relatives of: the Manager, firms distributing shares of the Trust, and the Trust service providers and their affiliates, the minimum initial investment is $1,000 with no individual Portfolio minimum. There is no minimum initial investment for employee benefit plans, mutual fund platform programs, supermarket programs, associations, and individual retirement accounts. The minimum subsequent investment in the Trust is $100 and there is no minimum subsequent investment for any Portfolio. The Trust reserves the right at any time to vary the initial and subsequent investment minimums.

The Trust offers an Automatic Investment Plan under which purchase orders of $100 or more may be placed periodically in the Trust. The purchase price is paid automatically from cash held in the shareholder's designated account. For further information regarding the Automatic Investment Plan, shareholders should contact the Trust at 1-800-807-FUND (1-800-807-3863).

The sale of shares will be suspended during any period when the determination of net asset value is suspended and may be suspended by the Board of Trustees whenever the Board judges it to be in the best interest of the Trust to do so. The Distributor in its sole discretion, may accept or reject any purchase order.

The Distributor will from time to time provide compensation to dealers in connection with sales of shares of the Trust, including financial assistance to dealers in connection with conferences, sales or training programs for their employees, seminars for the public and advertising campaigns.

Generally, each Saratoga Portfolio reserves the right to reject any purchase requests, including exchanges from other Saratoga Portfolios, that it regards as disruptive to efficient Portfolio

management. A purchase request could be rejected because of, amongst other things, the timing or amount of the investment or because of a history of excessive trading by the investor.

Certain shareholders may be eligible for reduced sales charges (i.e., breakpoint discounts), CDSC waivers and eligibility minimums. Please see the information set forth below for specific eligibility requirements. You must notify your authorized Financial Intermediary or the Transfer Agent at the time a purchase order is placed that the purchase (or redemption) qualifies for a reduced sales charge (i.e., breakpoint discount), CDSC waiver or eligibility minimum. Similar notification must be made in writing when an order is placed by mail. The reduced sales charge, CDSC waiver or eligibility minimum will not be granted if: (i) notification is not furnished at the time of order; or (ii) a review of the records of the authorized dealer of the Portfolios’ shares or the Trust’s transfer agent does not confirm your represented holdings.

In order to obtain a reduced sales charge (i.e., breakpoint discount) or to meet an eligibility minimum, it may be necessary at the time of purchase for you to inform your authorized financial representative or the transfer agent of the existence of other accounts in which there are holdings eligible to be aggregated to meet the sales load breakpoints or eligibility minimums. In order to verify your eligibility, you may be required to provide account statements and/or confirmations regarding shares of a Portfolio or other Trust Portfolios held in all related accounts described below, as well as shares held by related parties, such as members of the same family or household, in order to determine whether you have met a sales load breakpoint or eligibility minimum.

You can qualify for a reduction of the sales charge by investing one lump sum in Class A shares of the Portfolios. You can also qualify for a sales charge reduction or waiver through a right of accumulation or a letter of intent if you are a U.S. resident. See the discussions of "Right of Accumulation" and "Letter of Intent" below. If you are a U.S. resident and are investing more than $50,000, then you will pay a reduced sales charge. The following chart shows the sales charge you will pay based on the amount of your purchase. You can purchase Class A shares without any initial sales charge if you are a U.S. resident and invest $1 million or more in Class A shares.

¹ At the discretion of The Saratoga Advantage Trust, however, the entire sales charge may at times be reallowed to dealers. The staff of the SEC has indicated that dealers who receive more than 90% of the sales charge may be considered underwriters.

² The Distributor will pay certain commissions to brokers who initiate and are responsible for purchases by any single purchaser who is a resident of the United States. For purchases of $1 million to $3 million, the Distributor will pay 1%, plus 0.50% on any amounts over $3 million up to $50 million, and 0.25% on any amounts over $50 million.

For the purposes of determining the applicable reduced sales charge, the right of accumulation allows you to include prior purchases of Class A shares of any Saratoga Portfolio as part of your current investment as well as reinvested dividends. To qualify for this option, you must be either:

an individual and spouse purchasing shares for your own account or trust or custodial accounts for your minor children; or

a fiduciary purchasing for any one trust, estate or fiduciary account, including employee benefit plans created under Sections 401, 403 or 457 of the Internal Revenue Code (the “Code”), including related plans of the same employer.

If you plan to rely on this right of accumulation, you must notify the Distributor at the time of your purchase. You will need to give the Distributor your account numbers. Existing holdings of family members or other related accounts of a shareholder may be combined for purposes of determining eligibility. If applicable, you will need to provide the account numbers of your spouse and your minor children as well as the ages of your minor children.

The letter of intent allows you to count all investments within a 13-month period in Class A shares of any Saratoga Portfolio as if you were making them all at once for the purposes of calculating the applicable reduced sales charges. The minimum initial investment under a letter of intent is 5% of the total letter of intent amount. The letter of intent does not preclude the Portfolio from discontinuing sales of its shares. You may include a purchase not originally made pursuant to a letter of intent under a letter of intent entered into within 90 days of the original purchase. To determine the applicable sales charge reduction, you may also include (1) the cost of shares of a Saratoga Portfolio which were previously purchased at a price including a front end sales charge during the 90-day period prior to the Distributor receiving the letter of intent, and (2) the historical cost of shares of other Portfolios you currently own acquired in exchange for shares of Portfolios purchased during that period at a price including a front-end sales charge. You may combine purchases and exchanges by family members (limited to spouse and children, under the age of 21, living in the same household). You should retain any records necessary to substantiate historical costs because the Trust, its transfer agent and any financial intermediaries may not maintain this information. Shares acquired through reinvestment of dividends are not aggregated to achieve the stated investment goal.

Class A shares issued pursuant to the automatic reinvestment of income dividends and capital gains distributions are not subject to any sales charges.

Class A shares may be redeemed on each business day without charge at net asset value per share next determined, except in the case of investors who paid no initial sales charge because they invested $1 million or more, in which case the investor will pay a 1.00% Contingent Deferred Sales Charge ("CDSC") on shares redeemed within one year after purchase. For investments made prior to January 1, 2003, the CDSC is based upon the investor’s original purchase price, or the current net asset value of the shares that they redeem, whichever is lower. For investments that are made on or after January 1, 2003, the CDSC is based upon the investor’s original purchase price.

The Portfolios have adopted a Plan of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”) with respect to the sale and distribution of shares of the Portfolios. The Plan provides that each Portfolio will pay the Distributor or other entities, including the Manager, a fee, which is accrued daily and paid monthly, at the annual rate of 0.40% of the average net assets. A portion of the fee payable pursuant to the Plan, equal to 0.25% of the average daily net assets, is currently characterized as a service fee as such term is defined under Rule 2830 of The Financial Industry Regulatory Authority (“FINRA”) Conduct Rules and it may be paid directly to the Manager or other entities for providing support services. A service fee is a payment made for personal service and/or the maintenance of shareholder accounts. The fee is treated by each Portfolio as an expense in the year it is accrued. Because the fee is paid out of each Portfolio's assets on an ongoing basis, over time the fee may increase the costs of your investment and may cost you more than paying other types of service charges.

Additional amounts paid under the Plan are paid to the Distributor or other entities for services provided and the expenses borne by the Distributor and others in the distribution of the shares, including the payment of commissions for sales of the shares and incentive compensation to and expenses of dealers and others who engage in or support distribution of shares or who service shareholder accounts, including overhead and telephone expenses; printing and distribution of prospectuses and reports used in connection with the offering of the Portfolios' shares to other than current shareholders; and preparation, printing and distribution of sales literature and advertising materials. In addition, the Distributor or other entities may utilize fees paid pursuant to the Plan to compensate dealers or other entities for their opportunity costs in advancing such amounts, which compensation would be in the form of a carrying charge on any unreimbursed expenses.

“Market-timing” often times involves the frequent purchases and redemptions of shares of the Portfolios by shareholders, and “market-timing” may present risks for other shareholders of the Portfolios, which may include, among other things, dilution in the value of Portfolio shares held by long-term shareholders, interference with the efficient management of the Trust’s Portfolios, increased brokerage and administrative costs, incurring unwanted taxable gains, and forcing the Portfolios to hold excess levels of cash.

Short term trading strategies also present certain risks based on a Portfolio’s investment objective, strategies and policies. To the extent that a Portfolio invests substantially in foreign securities it is particularly susceptible to the risk that market timers may take advantage of time zone differences. The foreign securities in which a Portfolio invests may be traded on foreign markets that close well before the Portfolio calculates its net asset value. This gives rise to the possibility that developments may have occurred in the interim that would effect the value of these securities. A market timer may seek to capitalize on these time zone differences by purchasing shares of the Portfolio based on events occurring after foreign market closing prices are established, but before the Portfolio’s net asset value calculation, that are likely to result in higher prices in foreign markets the following day (“time zone arbitrage”). The market timer might redeem the Portfolio’s shares the next day when the Portfolio’s share price would reflect the increased prices in foreign markets, for a quick profit at the expense of long-term Portfolio shareholders.

Investments in other types of securities may also be susceptible to short-term trading strategies. These investments include securities that are, among other things, thinly traded, traded infrequently, or relatively illiquid, which have the risk that the current market price for the securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (referred to as “price arbitrage”). To the extent that a Portfolio invests in small-cap securities, technology and other specific industry sector securities, and in certain fixed-income securities, such as high-yield bonds or municipal bonds, a Portfolio may be adversely affected by price arbitrage trading strategies.

the Trust’s policies contained in this Prospectus and in the Trust’s Statement of Additional Information. Omnibus accounts intermediaries generally do not identify customers’ trading activity to the Trust on an individual basis. The ability of the Trust to monitor exchanges made by the underlying shareholders in omnibus accounts, therefore, is severely limited. Consequently, the Trust must rely on the Financial Intermediary to monitor frequent short-term trading within the Portfolios by the Financial Intermediary’s customers. The Trust monitors enforcement by Financial Intermediaries, and if a Financial Intermediary fails to enforce the Trust’s restrictions, the Trust may take certain actions, including terminating the relationship. There can be no assurance that the Trust will be able to eliminate all market-timing activities.

Certain patterns of past exchanges and/or purchase or redemption transactions involving a Portfolio may result in a Portfolio sending a warning letter, rejecting, limiting or prohibiting, at its sole discretion and without prior notice, additional purchases and/or exchanges. Determinations in this regard may be made based on, amongst other things, the frequency or dollar amount of the previous exchanges or purchase or redemption transactions.

Shares of a Portfolio may be redeemed on any day that the Portfolio calculates its net asset value. Redemption requests received by the Trust in proper form prior to the close of regular trading on the NYSE will be effected at the net asset value per share determined on that day. Redemption requests received after the close of regular trading on the NYSE will be effected at the net asset value next determined by the Trust. A redemption order is deemed to be received by the Trust when it is received in good order by the Transfer Agent or by a Financial Intermediary authorized to accept redemption orders on behalf of the Trust. A Portfolio is required to transmit redemption proceeds for credit to the shareholder's account within seven days after receipt of a redemption request. However, payments for redemptions of shares purchased by check will not be transmitted until the check clears, which may take up to 15 days from the purchase date.

Redemption requests may be given to a Financial Intermediary having a selling agreement with the Distributor. The Financial Intermediary is responsible for transmitting such redemption requests to the Trust's Transfer Agent. Redemption requests also may be given directly to the Transfer Agent, if the shareholder purchased shares directly through the Transfer Agent. In order to be effective, certain redemption requests of a shareholder may require the submission of documents commonly required to assure the safety of a particular account.

The Trust may suspend redemption procedures and postpone redemption payment during any period when the NYSE is closed other than for customary weekend or holiday closing or when the SEC has determined an emergency exists or has otherwise permitted such suspension or postponement.

Written Redemption Requests. To redeem shares by mail, send a written redemption request in proper form to:

Redeeming by Telephone. The telephone redemption privilege is automatically available to all new accounts except retirement accounts. If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must write to the Trust and instruct it to remove this privilege from your account. The proceeds will be sent by mail to the address designated on your account or wired directly to your existing account in any commercial bank or brokerage firm in the United States as designated on your application. To redeem by telephone, call 1-800-807-FUND (1-800-807-3863). The redemption proceeds normally will be set by mail or by wire within three business days after receipt of your telephone instructions. IRA accounts are not redeemable by telephone.

The Trust reserves the right to suspend the telephone redemption privileges with respect to your account if the names(s) or the address on the account has been changed within the previous 30 days. Neither the Trust, the Transfer Agent, nor their respective affiliates will be liable for any loss, damage, cost or expenses in acting on telephone instructions if they reasonably believe such telephone instructions to be genuine and you will be required to bear the risk of any such loss. The Trust or the Transfer Agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Trust and/or the Transfer Agent do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.

Wire Redemptions. If you request your redemption by wire transfer, you will be required to pay a $15.00 wire transfer fee to the Transfer Agent to cover costs associated with the transfer but the Transfer Agent does not charge a fee when transferring redemption proceeds by electronic funds transfer. In addition, your bank may impose a charge for receiving wires.

When Redemptions are Sent. Once the Trust receives your redemption request in “good order” as described below, it will issue a check based on the next determined net asset value following your redemption request. If you purchase shares using a check and soon after request a redemption, your redemption request will not be processed until the check used for your purchase has cleared (usually within 10 days).

Good Order. Your redemption request will be processed if it is in “good order.” To be in good order, the following conditions must be satisfied:

The request should be in writing indicating the number of shares or dollar amount to be redeemed;

The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and

If you request the redemption proceeds to be sent to a person, bank or an address other than that of record, or if the proceeds of a requested redemption exceed $100,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor.

Medallion Signature Guarantee. Certain requests require a medallion signature guarantee. To protect you and the Trust from fraud, certain transactions and redemption requests must be in writing and must include a medallion signature guarantee in the following situations (there may be other situations also requiring a medallion signature guarantee in the discretion of the Trust or Transfer Agent):

You should be able to obtain a medallion signature guarantee from a bank or trust company, credit union, broker-dealer, securities exchange or association, clearing agency or savings association, as defined by federal law.

REDEMPTION FEE. You will be charged a redemption fee of 2% of the value of the shares being redeemed if you redeem your shares of a Portfolio within 30 days of purchase. The redemption fee is paid directly to the Portfolio from which the redemption is made and is designed to offset brokerage commissions, market impact, and other costs associated with short-term trading. For purposes of determining whether the redemption fee applies, the shares that were held the longest will be redeemed first. The redemption fee will not apply to shares that are sold which have been acquired through the reinvestment of dividends or distributions paid by the Portfolio.

The following exchanges are exempt from the 2% redemption fee: (i) responses to the SaratogaSHARP^Ò asset allocation program’s allocations and reallocations and fees charged to participants in connection thereto; (ii) exchanges executed pursuant to asset allocation and automatic rebalancing programs and fees charged to participants in connection thereto, provided that such allocations, reallocations and exchanges do not occur more frequently than monthly and the applicable dealer provides the Trust’s transfer agent with documents evidencing such; (iii) exchanges in employer sponsored retirement plans (e.g., 401(k) and profit sharing plans); and (iv) redemptions pursuant to systematic withdrawal plans.

Financial Intermediaries of omnibus accounts generally do not identify customers’ trading activity to the Trust on an individual basis. Therefore, the ability to monitor redemptions made by the underlying shareholders in omnibus accounts is severely limited. Consequently, the Trust must rely on the financial intermediary to monitor redemptions within the Trust’s Portfolios by the Financial Intermediary’s customers and to collect the Portfolios’ redemption fee from their customers. The Trust monitors enforcement by Financial Intermediaries, and if a Financial Intermediary fails to enforce the Trust’s restrictions, the Trust may take certain actions, including termination of the relationship.

suspend or terminate participation in the Withdrawal Plan at any time. The Withdrawal Plan may be terminated or revised at any time by the Portfolios.

Withdrawal Plan payments should not be considered dividends, yields or income. If periodic Withdrawal Plan payments continuously exceed net investment income and net capital gains, the shareholder's original investment will be correspondingly reduced and ultimately exhausted. Each withdrawal constitutes a redemption of shares and any gain or loss realized must be recognized for federal income tax purposes. Shareholders should contact their dealer representative or the Manager for further information about the Withdrawal Plan.

REINSTATEMENT PRIVILEGE. A shareholder who has had his or her shares redeemed or repurchased and has not previously exercised this reinstatement privilege may, within 35 days after the date of the redemption or repurchase, reinstate any portion or all of the proceeds of such redemption or repurchase in shares of the Portfolios in the same Class from which such shares were redeemed or repurchased, at net asset value next determined after a reinstatement request (made in writing to and approved by the Manager), together with the proceeds, is received by the Transfer Agent.

INVOLUNTARY REDEMPTIONS. Due to the relatively high cost of maintaining small accounts, the Trust may redeem an account having a current value of $1,000 or less as a result of redemptions, but not as a result of a fluctuation in a Portfolio's net asset value, after the shareholder has been given at least 30 days in which to increase the account balance to more than that amount. Involuntary redemptions may result in the liquidation of Portfolio holdings at a time when the value of those holdings is lower than the investor's cost of the investment or may result in the realization of taxable capital gains.

REDEMPTION-IN-KIND. If the Board of Trustees determines that it would be detrimental to the best interests of a Portfolio's shareholders to make a redemption payment wholly in cash, the Portfolio may pay, in accordance with rules adopted by the SEC, any portion of a redemption in excess of the lesser of $250,000 or 1% of the Portfolio's net assets by a distribution-in-kind of readily marketable portfolio securities in lieu of cash. Redemptions failing to meet this threshold must be made in cash. Shareholders receiving distributions-in-kind of portfolio securities will be subject to market risks on the securities received, and may incur brokerage commissions when subsequently disposing of those securities.

There are special considerations when you exchange Portfolio shares that are subject to a CDSC. When determining the length of time you held the shares and the corresponding CDSC rate, any period (starting at the end of the month) during which you held shares of a Portfolio that does not charge a CDSC will not be counted. Thus, in effect the ‘‘holding period’’ for purposes of calculating the CDSC is frozen upon exchanging into a fund that does not charge a CDSC. In addition, shares that are exchanged into or from a Saratoga Portfolio subject to a higher CDSC rate will be subject to the higher rate, even if the shares are re-exchanged into a Portfolio with a lower CDSC rate.

An exchange of shares is treated for federal income tax purposes as a redemption (sale) of shares given in exchange by the shareholder, and an exchanging shareholder may, therefore, realize a

taxable gain or loss in connection with the exchange. The exchange privilege is available to shareholders residing in any state in which Portfolio shares being acquired may be legally sold.

The Manager reserves the right to reject any exchange request and the exchange privilege may be modified or terminated upon notice to shareholders in accordance with applicable rules adopted by the SEC.

With regard to redemptions and exchanges made by telephone, the Distributor and the Trust's Transfer Agent will request personal or other identifying information to confirm that the instructions received from shareholders or their account representatives are genuine. Calls may be recorded. If our lines are busy or you are otherwise unable to reach us by phone, you may wish to ask your investment representative for assistance or send us written instructions, as described elsewhere in this Prospectus. For your protection, we may delay a transaction or not implement one if we are not reasonably satisfied that the instructions are genuine. If this occurs, we will not be liable for any loss. The Distributor and the Transfer Agent also will not be liable for any losses if they follow instructions by phone that they reasonably believe are genuine or if an investor is unable to execute a transaction by phone.

Net investment income (i.e., income other than long and short-term capital gains) and net realized long and short-term capital gains will be determined separately for each Portfolio. Dividends derived from net investment income and distributions of net realized long and short-term capital gains paid by a Portfolio to a shareholder will be automatically reinvested (at current net asset value) in additional shares of that Portfolio (which will be deposited in the shareholder's account) unless the shareholder instructs the Trust, in writing, to pay all dividends and distributions in cash. Dividends attributable to the net investment income are declared and paid at least annually. Distributions of any net realized long-term and short-term capital gains earned by a Portfolio will be made annually. Shares acquired by dividend and distribution reinvestment will not be subject to any CDSC and will be eligible for conversion on a pro rata basis.

The following tax information in this Prospectus is provided as general information. You should consult your own tax professional about the tax consequences of an investment in the Trust. Unless your investment in the Trust is through a tax-deferred retirement account, such as a 401(k) plan or IRA, you need to be aware of the possible tax consequences when a Portfolio makes distributions and when you sell Portfolio shares, including an exchange to another Portfolio.

TAXES ON DISTRIBUTIONS. Your distributions normally are subject to federal and state income tax when they are paid, whether you take them in cash or reinvest them in Portfolio shares. A distribution also may be subject to local income tax. Depending on your state’s rules, however, dividends attributable to interest earned on direct obligations of the U.S. Government may be exempt from state and local taxes. Any income dividend distributions and any short-term capital gain distributions are taxable to you as ordinary income. Any long-term capital gain distributions are taxable as long-term capital gains, no matter how long you have owned shares in the Trust. Prior to January 1, 2011, certain ordinary income dividends received by individuals may be taxed at the same rate as long-term capital gains if certain holding period and other requirements are satisfied. However, even if income received in the form of ordinary income dividends is taxed at the same rate as long-term capital gains, such income will not be considered long-term capital gains for other federal income tax purposes. For example, you generally will not be permitted to offset ordinary

income dividends with capital losses when calculating your net capital gains or losses. Short-term capital gain distributions will continue to be taxed at ordinary income rates.

If any dividends are declared in October, November or December and paid to shareholders of record of such months in January of the following year, then such amounts will be treated for tax purposes as received by the shareholders on December 31.

With respect to the Municipal Bond Portfolio, distributions designated as "exempt–interest dividends" generally will be exempt from federal income tax. However, income exempt from federal income tax may be subject to state or local tax. In addition, income derived from certain municipal securities may be subject to the federal "alternative minimum tax." Certain tax-exempt securities whose proceeds are used to finance private, for-profit organizations are subject to this special tax system that ensures that individuals pay at least some federal taxes. Although interest on these securities generally is exempt from federal income tax, some taxpayers who have many tax deductions or exemptions nevertheless may have to pay tax on the income. If you borrow money to purchase shares of the Portfolio, the interest on the borrowed money generally is not deductible for personal income tax purposes.

If more than 50% of a Portfolio’s assets are invested in foreign securities at the end of any fiscal year, the Portfolio may elect to permit shareholders to generally take a credit or deduction on their federal income tax return for foreign taxes paid by the Portfolio. In such a case shareholders would also need to include such foreign taxes in income.

You will be sent annually a statement (IRS Form 1099-DIV) showing the taxable distributions paid to you in the previous year. The statement provides information on your dividends and capital gains for tax purposes.

TAXES ON SALES. Your sale of Portfolio shares normally is subject to federal and state income tax and may result in a taxable gain or loss to you. A sale also may be subject to local income tax. Your exchange of Portfolio shares for shares of another Portfolio is treated for tax purposes like a sale of your original Portfolio shares and a purchase of your new shares. Thus, the exchange may, like a sale, result in a taxable gain or loss to you and will give you a new tax basis for your new shares.

If a shareholder realizes a loss on the redemption or exchange of a portfolio's shares and reinvests in that portfolio's shares or substantially identical shares within 30 days before or after the redemption or exchange, the transactions may be subject to the "wash sale" rules, resulting in a postponement of the recognition of such loss for tax purposes. The ability to deduct losses is subject to further limitations under the Code.

When you open your Portfolio account, you should provide your social security or tax identification number on your investment application. By providing this information, you can avoid being subject to federal backup withholding on taxable distributions and redemption proceeds. Any withheld amount would be sent to the IRS as an advance tax payment.

The Manager and/or the Distributor may pay additional compensation (out of their own resources and not as an expense of the Portfolios) to selected affiliated or unaffiliated brokers or other service providers in connection with the sale, distribution, retention and/or servicing of the Portfolios’ shares. Such compensation may be significant in amount and the prospect of receiving any such additional compensation may provide affiliated or unaffiliated entities with incentive to favor sales of shares of the Portfolios over other investment options. Any such payments will not change the net asset value of the price of the Portfolios’ shares.

The financial highlights tables are intended to help you understand each Portfolio's financial performance for the periods shown. The total returns in the table represent the rate an investor would have earned or lost on an investment in each respective Portfolio (assuming reinvestment of all dividends and distributions).

The information for the U.S. Government Money Market Portfolio, Investment Quality Bond Portfolio, Municipal Bond Portfolio, Large Capitalization Value Portfolio, Large Capitalization Growth Portfolio, Small Capitalization Portfolio and the International Equity Portfolio for the fiscal years ended August 31, 2009, August 31, 2008, August 31, 2007, and August 31, 2006 has been audited by Tait, Weller & Baker LLP, whose report, along with the Portfolios’ financial statements are included in the Portfolios’ August 31, 2009 Annual Report, which is available upon request.

The information for the Health & Biotechnology Portfolio, Technology & Communications Portfolio, Financial Services Portfolio, Mid Capitalization Portfolio and Energy & Basic Materials Portfolio for the fiscal years ended August 31, 2009, August 31, 2008, August 31, 2007, August 31, 2006, and August 31, 2005 has been audited by Tait, Weller and Baker LLP, whose report, along with the Portfolios’ financial statements are included in the Portfolios’ August 31, 2009 Annual Report which is available upon request.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Mid Capitalization Portfolio - Class A Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 8.96	$ 10.12		$ 10.83	$ 12.82	$ 11.42
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.06)	(0.07)		(0.08)	(0.16)	(0.15)
	Net realized and unrealized gain (loss)		(1.46)	(0.31)		1.88	0.02	2.93
	Total from investment operations		(1.52)	(0.38)		1.80	(0.14)	2.78
Dividends and Distributions:
	Dividends from net investment income		-	-		-	-	-
	Distributions from realized gains		-	(0.78)		(2.51)	(1.85)	(1.38)
	Total dividends and distributions		-	(0.78)		(2.51)	(1.85)	(1.38)

Net Asset Value, End of Year			$ 7.44	$ 8.96		$ 10.12	$ 10.83	$ 12.82

Total Return*			(16.96)%	(3.91)%		18.64%	(1.24)%	24.97%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 2,325	$ 2,934		$ 3,589	$ 3,669	$ 25,305
	Ratio of net operating expenses to
	average net assets		2.76%	1.83%	(2)	2.04%	2.30%	2.29%
	Ratio of net investment income (loss) to
	average net assets		(0.94)%	(0.71)%		(0.79)%	(1.32)%	(1.19)%
	Portfolio Turnover Rate		88%	89%		78%	130%	75%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) During the year ended August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 1.80% for the same period for the Mid Capitalization Portfolio.

* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Health & Biotechnology Portfolio - Class A Shares


			Year Ended		Year Ended		Year Ended	Year Ended	Year Ended
			August 31,		August 31,		August 31,	August 31,	August 31,
			2009(1)		2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 14.10		$ 14.51		$ 13.27	$ 14.33	$ 12.50
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.18)		(0.22)		(0.22)	(0.28)	(0.18)
	Net realized and unrealized gain (loss)		-		(0.19)		1.46	(0.78)	2.01
	Total from investment operations		(0.18)		(0.41)		1.24	(1.06)	1.83
Dividends and Distributions:
	Dividends from net investment income		-		-		-	-	-
	Distributions from realized gains		-		-		-	-	-
	Total dividends and distributions				-		-	-	-

Net Asset Value, End of Year			$ 13.92		$ 14.10		$ 14.51	$ 13.27	$ 14.33

Total Return*			(1.28)%		(2.83)%		9.34%	(7.40)%	14.64%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 5,309		$ 6,616		$ 8,352	$ 10,079	$ 15,160
	Ratio of net operating expenses to
	average net assets (3)		2.95%	(2)	2.70%	(2)	2.53%	2.70%	2.70%
	Ratio of net investment income (loss) to
	average net assets		(1.52)%		(1.57)%		(1.55)%	(2.00)%	(1.40)%
	Portfolio Turnover Rate		27%		15%		25%	16%	111%

		Technology & Communications Portfolio - Class A Shares


			Year Ended		Year Ended		Year Ended	Year Ended	Year Ended
			August 31,		August 31,		August 31,	August 31,	August 31,
			2009(1)		2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 8.88		$ 9.78		$ 7.37	$ 7.48	$ 5.70
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.18)		(0.19)		(0.18)	(0.18)	(0.13)
	Net realized and unrealized gain (loss)		(0.90)		(0.71)		2.59	0.07	1.91
	Total from investment operations		(1.08)		(0.90)		2.41	(0.11)	1.78
Dividends and Distributions:
	Dividends from net investment income		-		-		-	-	-
	Distributions from realized gains				-		-	-	-
	Total dividends and distributions		-		-		-	-	-

Net Asset Value, End of Year			$ 7.80		$ 8.88		$ 9.78	$ 7.37	$ 7.48

Total Return*			(12.16)%		(9.20)%		32.70%	(1.47)%	31.23%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 5,736		$ 7,545		$ 9,305	$ 8,964	$ 11,791
	Ratio of net operating expenses to
	average net assets (5)		3.22%		2.70%	(4)	2.62%	2.70%	2.70%
	Ratio of net investment income (loss) to
	average net assets		(2.72)%		(2.00)%		(2.13)%	(2.28)%	(1.85)%
	Portfolio Turnover Rate		279%		314%		163%	99%	70%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) During the years ended August 31, 2009 and August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 2.94% and 2.38% respectively for the same periods for the Health & Biotechnology Portfolio.
(3) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Health & Biotechnology Portfolio: 2.95% for the year ended August 31, 2009; 2.70% for the year ended August 31, 2008; 2.53% for the year ended August 31, 2007; 2.78% for the year ended August 31, 2006; and 2.84% for the year ended August 31, 2005.
(4) During the year ended August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 2.63% for the same period for the Technology & Communications Portfolio.
(5) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Technology & Communications Portfolio: 3.74% for the year ended August 31, 2009; 2.70% for the year ended August 31, 2008; 2.62% for the year ended August 31, 2007; 3.13% for the year ended August 31, 2006; and 3.10% for the year ended August 31, 2005.

* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Energy & Basic Materials Portfolio - Class A Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 26.81	$ 34.07		$ 29.50	$ 27.16	$ 17.95
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.16)	(0.50)		(0.53)	(0.45)	(0.34)
	Net realized and unrealized gain (loss)		(10.95)	4.09		6.02	3.15	9.55
	Total from investment operations		(11.11)	3.59		5.49	2.70	9.21
Dividends and Distributions:
	Dividends from net investment income		-	-		-	-	-
	Distributions from realized gains		(5.53)	(10.85)		(0.92)	(0.36)	-
	Total dividends and distributions		(5.53)	(10.85)		(0.92)	(0.36)	-

Net Asset Value, End of Year			$ 10.17	$ 26.81		$ 34.07	$ 29.50	$ 27.16

Total Return*			(35.29)%	10.26%		19.04%	9.95%	51.31%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 2,024	$ 5,010		$ 6,419	$ 5,268	$ 2,817
	Ratio of net operating expenses to
	average net assets (3)		3.17%	2.70%	(2)	2.70%	2.70%	2.70%
	Ratio of net investment income (loss) to
	average net assets		(1.44)	(1.64)%		(1.67)%	(1.48)%	(1.56)%
	Portfolio Turnover Rate		130%	139%		87%	34%	65%

		Financial Services Portfolio - Class A Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 8.35	$ 11.86		$ 13.30	$ 12.54	$ 11.63
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.04)	(0.02)		(0.12)	(0.02)	(0.16)
	Net realized and unrealized gain (loss)		(2.15)	(2.34)		0.91	1.65	1.76
	Total from investment operations		(2.19)	(2.36)		0.79	1.63	1.60
Dividends and Distributions:
	Dividends from net investment income		-	-		-	-	-
	Distributions from realized gains		-	(1.15)		(2.23)	(0.87)	(0.69)
	Total dividends and distributions		-	(1.15)		(2.23)	(0.87)	(0.69)

Net Asset Value, End of Year			$ 6.16	$ 8.35		$ 11.86	$ 13.30	$ 12.54

Total Return*			(26.23)%	(21.89)%		4.71%	13.21%	13.70%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 346	$ 804		$ 784	$ 1,042	$ 1,073
	Ratio of net operating expenses to
	average net assets (4)		3.16%	2.70%		2.70%	2.70%	2.70%
	Ratio of net investment income (loss) to
	average net assets		(0.80)%	(0.23)%		(0.89)%	(0.13)%	(1.32)%
	Portfolio Turnover Rate		92%	87%		92%	159%	150%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) During the year ended August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 2.63% for the same period for the Energy & Basic Materials Portfolio.
(3) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Energy & Basic Materials Portfolio: 3.37% for the year ended August 31, 2009; 2.70% for the year ended August 31, 2008; 2.71% for the year ended August 31, 2007; 2.81% for the year ended August 31, 2006; and 3.34% for the year ended August 31, 2005.
(4) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Financial Services Portfolio: 4.56% for the year ended August 31, 2009; 3.70% for the year ended August 31, 2008; 3.82% for the year ended August 31, 2007; 3.77% for the year ended August 31, 2006; and 4.11% for the year ended August 31, 2005.

* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Large Cap Value Portfolio - Class A Shares

					February 14,
		Year Ended	Year Ended	Year Ended	2006 (2) to
		August 31,	August 31,	August 31,	August 31,
		2009(1)	2008(1)	2007(1)	2006(1)
Net Asset Value, Beginning of Year		$ 12.94	$ 21.88	$ 20.10	$ 19.43
Income (Loss) from Investment Operations:
	Net investment income (loss)	(0.06)	0.14	0.06	0.03
	Net realized and unrealized gain (loss)	(2.39)	(6.43)	1.82	0.64
	Total from investment operations	(2.45)	(6.29)	1.88	0.67
Dividends and Distributions:
	Dividends from net investment income	(0.21)	(0.09)	(0.10)	-
	Distributions from realized gains	-	(2.56)	-	-
	Total dividends and distributions	(0.21)	(2.65)	(0.10)	-

Net Asset Value, End of Year		$ 10.28	$ 12.94	$ 21.88	$ 20.10

Total Return*		(18.39)%	(31.76)%	9.33%	3.45%
Ratios and Supplemental Data:
	Net assets, end of period	$ 44,634	$ 19,809	$ 31,586	$ 2,975
	Ratio of net operating expenses to
	average net assets (3)	2.42%	1.92%	1.83%	1.92%
	Ratio of net investment income (loss) to
	average net assets (3)	(0.68)%	0.86%	0.23%	0.30%
	Portfolio Turnover Rate	82%	182%	66%	49%
		Large Cap Growth Portfolio - Class A Shares

					February 14,
		Year Ended	Year Ended	Year Ended	2006 (2) to
		August 31,	August 31,	August 31,	August 31,
		2009(1)	2008(1)	2007(1)	2006(1)
Net Asset Value, Beginning of Year		$ 17.07	$ 17.17	$ 13.79	$ 16.46
Income (Loss) from Investment Operations:
	Net investment income (loss)	(0.17)	(0.11)	(0.23)	(0.12)
	Net realized and unrealized gain (loss)	(4.74)	0.01	3.61	(2.55)
	Total from investment operations	(4.91)	(0.10)	3.38	(2.67)
Dividends and Distributions:
	Dividends from net investment income	(0.02)	-	-	-
	Distributions from realized gains	-	-	-	-
	Total dividends and distributions	(0.02)	-	-	-

Net Asset Value, End of Year		$ 12.14	$ 17.07	$ 17.17	$ 13.79

Total Return*		(28.70)%	(0.58)%	24.51%	(16.22)%
Ratios and Supplemental Data:
	Net assets, end of period	$ 61,632	$ 45,672	$ 15,332	$ 5,711
	Ratio of net operating expenses to
	average net assets (3)	2.31%	1.69%	1.93%	1.99%
	Ratio of net investment income (loss) to
	average net assets (3)	(1.50)%	(0.58)%	(1.47)%	(1.45)%
	Portfolio Turnover Rate	200%	167%	104%	125%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) Commencement of offering.
(3) Annualized for periods less than one year.


* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Small Cap Portfolio - Class A Shares

					February 14,
		Year Ended	Year Ended	Year Ended	2006 (2) to
		August 31,	August 31,	August 31,	August 31,
		2009(1)	2008(1)	2007(1)	2006(1)
Net Asset Value, Beginning of Year		$ 8.96	$ 12.07	$ 13.03	$ 12.84
Income (Loss) from Investment Operations:
	Net investment income (loss)	(0.01)	(0.01)	(0.03)	(0.05)
	Net realized and unrealized gain (loss)	(1.88)	(0.33)	1.58	0.24
	Total from investment operations	(1.89)	(0.34)	1.55	0.19
Dividends and Distributions:
	Dividends from net investment income	-	-	-	-
	Distributions from realized gains	(0.86)	(2.77)	(2.51)	-
	Total dividends and distributions	(0.86)	(2.77)	(2.51)	-

Net Asset Value, End of Year		$ 6.21	$ 8.96	$ 12.07	$ 13.03

Total Return*		(19.45)%	(2.94)%	12.94%	1.48%
Ratios and Supplemental Data:
	Net assets, end of period	$ 5,418	$ 1,776	$ 935	$ 2,944
	Ratio of net operating expenses to
	average net assets (3)	2.68%	2.09%	1.72%	2.25%
	Ratio of net investment income (loss) to
	average net assets (3)	(0.20)%	(0.15)%	(0.23)%	(0.67)%
	Portfolio Turnover Rate	77%	58%	42%	35%
		International Equity Portfolio - Class A Shares

					February 14,
		Year Ended	Year Ended	Year Ended	2006 (2) to
		August 31,	August 31,	August 31,	August 31,
		2009(1)	2008(1)	2007(1)	2006(1)
Net Asset Value, Beginning of Year		$ 12.22	$ 14.78	$ 13.01	$ 12.05
Income (Loss) from Investment Operations:
	Net investment income (loss)	0.01	0.17	0.07	0.07
	Net realized and unrealized gain (loss)	(2.49)	(2.58)	1.70	0.89
	Total from investment operations	(2.48)	(2.41)	1.77	0.96
Dividends and Distributions:
	Dividends from net investment income	(0.14)	(0.15)	-	-
	Distributions from realized gains	-	-	-	-
	Total dividends and distributions	(0.14)	(0.15)	-	-

Net Asset Value, End of Year		$ 9.60	$ 12.22	$ 14.78	$ 13.01

Total Return*		(20.01)%	(16.48)%	13.60%	7.97%
Ratios and Supplemental Data:
	Net assets, end of period	$ 16,939	$ 72,722	$ 48,085	$ 7,885
	Ratio of net operating expenses to
	average net assets (3)	2.43%	2.31%	2.35%	2.31%
	Ratio of net investment income (loss) to
	average net assets (3)	0.07%	1.18%	(0.20)%	0.98%
	Portfolio Turnover Rate	52%	70%	83%	69%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) Commencement of offering.
(3) Annualized for periods less than one year.


* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Municipal Bond Portfolio - Class A Shares

						February 14,
		Year Ended		Year Ended	Year Ended	2006 (2) to
		August 31,		August 31,	August 31,	August 31,
		2009(1)		2008(1)	2007(1)	2006(1)
Net Asset Value, Beginning of Year		$ 9.94		$ 10.00	$ 10.19	$ 10.22
Income (Loss) from Investment Operations:
	Net investment income (loss)	0.21		0.29	0.24	0.00	**
	Net realized and unrealized gain (loss)	(0.14)		(0.11)	(0.18)	(0.03)
	Total from investment operations	0.07		0.18	0.06	(0.03)
Dividends and Distributions:
	Dividends from net investment income	(0.21)		(0.18)	(0.24)	(0.00)	**
	Distributions from realized gains	(0.11)		(0.06)	(0.01)	-
	Total dividends and distributions	(0.32)		(0.24)	(0.25)	-

Net Asset Value, End of Year		$ 9.69		$ 9.94	$ 10.00	$ 10.19

Total Return*		0.76%		1.82%	(1.62)%	(0.29)%
Ratios and Supplemental Data:
	Net assets, end of period	$ 44,072		$ 749	$ 10	$ 10
	Ratio of net operating expenses to
	average net assets (3)(4)	2.25%		1.80%	1.80%	1.80%
	Ratio of net investment income (loss) to
	average net assets (3)	2.05%		2.88%	2.80%	0.00%
	Portfolio Turnover Rate	26%		3%	33%	19%
		U.S. Government Money Market Portfolio - Class A Shares

						February 14,
		Year Ended		Year Ended	Year Ended	2006 (2) to
		August 31,		August 31,	August 31,	August 31,
		2009(1)		2008(1)	2007(1)	2006(1)
Net Asset Value, Beginning of Year		$ 1.00		$ 1.00	$ 1.00	$ 1.00
Income (Loss) from Investment Operations:
	Net investment income (loss)	0.00	**	0.02	0.04	0.00	**
	Net realized and unrealized gain (loss)	-		-	-	-
	Total from investment operations	0.00	**	0.02	0.04	0.00	**
Dividends and Distributions:
	Dividends from net investment income	(0.00)	**	(0.02)	(0.04)	(0.00)	**
	Distributions from realized gains	-		-	-	-
	Total dividends and distributions	(0.00)	**	(0.02)	(0.04)	(0.00)	**

Net Asset Value, End of Year		$ 1.00		$ 1.00	$ 1.00	$ 1.00

Total Return*		0.10%		2.07%	3.22%	0.00%
Ratios and Supplemental Data:
	Net assets, end of period	$ 82,113		$ 44,283	$ 39,425	$ 10
	Ratio of net operating expenses to
	average net assets (3)(5)	0.55%	(6)	1.25%	1.65%	1.65%
	Ratio of net investment income (loss) to
	average net assets (3)	0.05%		2.03%	4.07%	0.00%
	Portfolio Turnover Rate	N/A		N/A	N/A	N/A
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) Commencement of offering.
(3) Annualized for periods less than one year.
(4) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Municipal Bond Portfolio: 2.32% for the year ended August 31, 2009; 2.34% for the year ended August 31, 2008; 1.80% for the year ended August 31, 2007; and 1.80% for the year ended August 31, 2006.
(5) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the U.S. Government Money Market Portfolio: 1.70% for the year ended August 31, 2009; 1.71% for the year ended August 31, 2008; 1.78% for the year ended August 31, 2007; and 1.65% for the year ended August 31, 2006.
(6) During the year ended August 31, 2009, the U.S. Government Money Market Portfolio incurred expenses associated with participation in the U.S. Department of the Treasury's Temporary Guarantee Program for Money Market Funds. The ratio of net operating expenses to average daily net assets including these expenses was 0.64%.
* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.
** Per share amount represents less than $0.01 per share.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Investment Quality Bond Portfolio - Class A Shares

						February 14,
		Year Ended	Year Ended		Year Ended	2006 (2) to
		August 31,	August 31,		August 31,	August 31,
		2009(1)	2008(1)		2007(1)	2006(1)
Net Asset Value, Beginning of Year		$ 9.90	$ 9.75		$ 9.68	$ 9.65
Income (Loss) from Investment Operations:
	Net investment income (loss)	0.24	0.32		0.28	0.00	**
	Net realized and unrealized gain (loss)	0.26	0.15		0.07	0.03
	Total from investment operations	0.50	0.47		0.35	0.03
Dividends and Distributions:
	Dividends from net investment income	(0.24)	(0.32)		(0.28)	(0.00)	**
	Distributions from realized gains	-	-		-	-
	Total dividends and distributions	(0.24)	(0.32)		(0.28)	-

Net Asset Value, End of Year		$ 10.16	$ 9.90		$ 9.75	$ 9.68

Total Return*		5.09%	4.88%		3.05%	0.31%
Ratios and Supplemental Data:
	Net assets, end of period	$ 54,130	$ 50,908		$ 49,271	$ 10
	Ratio of net operating expenses to
	average net assets (3)(5)	2.09%	1.80%	(4)	1.80%	1.80%
	Ratio of net investment income (loss) to
	average net assets (3)	2.39%	3.26%		3.01%	0.00%
	Portfolio Turnover Rate	45%	39%		49%	35%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) Commencement of offering.
(3) Annualized for periods less than one year.
(4) During the year ended August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 1.75% for the same period for the Investment Quality Bond Portfolio.
(5) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Investment Quality Bond Portfolio: 2.09% for the year ended August 31, 2009; 1.80% for the year ended August 31, 2008; 1.90% for the year ended August 31, 2007; and 1.80% for the year ended August 31, 2006.

* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.
** Per share amount represents less than $0.01 per share.

Additional information about each Portfolio's investments is available in the Trust's Annual and Semi-Annual Reports to Shareholders. In the Trust's Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected each Portfolio's performance during its last fiscal year. The Trust's Statement of Additional Information also provides additional information about each Portfolio. The Statement of Additional Information is incorporated herein by reference (legally is part of this Prospectus). For a free copy of the Annual Report, the Semi-Annual Report or the Statement of Additional Information, to request other information about the Trust, or to make shareholder inquiries, please call: 1-(800) 807-FUND.

You also may obtain information about the Trust, including the Annual and Semi-Annual Reports and the Statement of Additional Information, by calling your financial advisor or by visiting our Internet site at: www.saratogacap.com

Information about the Trust, including the Annual and Semi-Annual Reports and the Statement of Additional Information, can be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information about the Reference Room's operations may be obtained by calling the SEC at (202) 551-8090. Reports and other information about the Trust are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, DC 20549-1520.

The Board of Trustees of the Saratoga Advantage Trust has approved suspending the offering of Class B shares of the Portfolios of the Trust, except that current Class B shareholders may continue to (i) exchange into Class B shares of other Portfolios of the Trust and (ii) reinvest dividends and distributions into Class B Shares pursuant to the Dividends and Distributions section of this Prospectus.

The Saratoga Advantage Trust is a mutual fund company comprised of 12 separate mutual fund portfolios, each with its own distinctive investment objectives and policies.

The Portfolios are managed by Saratoga Capital Management, LLC (the “Manager”). Each Portfolio is advised by an Investment Adviser selected and supervised by the Manager.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The U.S. Government Money Market Portfolio seeks to provide maximum current income to the extent consistent with the maintenance of liquidity and the preservation of capital.

The U.S. Government Money Market Portfolio is advised by Reich & Tang Asset Management, LLC (“Reich & Tang” or the “Adviser”). All investment decisions for the Portfolio are made by Reich & Tang’s investment department.

The Portfolio will invest at least 80% of its assets in high quality, short-term U.S. government securities. The Adviser seeks to maintain the Portfolio’s share price at $1.00. The share price remaining stable at $1.00 means that the Portfolio would preserve the principal value of your investment.

U.S. treasury bills, notes and bonds, all of which are direct obligations of the U.S. Government.

Securities issued by agencies and instrumentalities of the U.S. Government which are backed by the full faith and credit of the United States. Among the agencies and instrumentalities issuing these obligations are the Government National Mortgage Association (“Ginnie Mae”) and the Federal Housing Administration.

Securities issued by agencies and instrumentalities, which are not backed by the full faith and credit of the United States, but whose issuing agency or instrumentality has the right to borrow from the U.S. Department of the Treasury (the Treasury”) to meet its obligations. Among these agencies and instrumentalities are the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal Home Loan Bank. Fannie Mae and Freddie Mac each may borrow from the Treasury to meet its obligations, but the Treasury is under no obligation to lend to Fannie Mae or Freddie Mac. In September 2008, the Treasury announced that the U.S. Government would be taking over Fannie Mae and Freddie Mac and placing the companies into a conservatorship.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

Credit risk is minimal with respect to the Portfolio’s U.S. government securities investments. Repurchase agreements involve a greater degree of credit risk. The Adviser, however, actively manages the Portfolio’s assets to reduce the risk of losing any principal investment as a result of credit or interest rate risks. In addition, federal regulations require money market funds, such as the Portfolio, to invest only in high quality debt obligations with short maturities.

The Portfolio may invest in senior unsecured debt of banks, thrifts, and certain holding companies that are guaranteed under the FDIC’s Temporary Liquidity Guarantee Program. Although these investments are guaranteed under the FDIC's Temporary Liquidity Guarantee Program and are backed by the full faith and credit of the United States, such guarantee does not extend to shares of the Portfolio itself. The Portfolio’s investments in debt issued by private issuers that is guaranteed under the FDIC's Temporary Liquidity Guarantee Program are subject to certain risks, including, the risk that a trustee appointed by the private issuer of the debt fails to follow the specified FDIC claims process, and therefore the holders of such debt, including the Portfolio, may be deprived of all rights and remedies with respect to the FDIC guarantee claim. In addition, the Portfolio is subject to the risk that the payments by the FDIC pursuant to its guarantee will be delayed from the date payments are due under the terms of the debt. These risks could adversely affect the value of these securities. These investments are subject to the Portfolio’s 10% limitation on investments in illiquid securities.

The bar chart and table below provide some indication of the risks of investing in the Portfolio. The Portfolio’s past performance does not indicate how the Portfolio will perform in the future.

This bar chart shows how the performance of the Portfolio’s Class B shares has varied from year to year over the past ten calendar years. It does not reflect the deduction of sales charges. If these amounts were reflected, returns would be less than shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 1.17% (quarter ended December 31, 2000) and the lowest return for a calendar quarter was 0.00% (quarter ended June 30, 2003). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 0.01%.

The following table compares the average annual total returns of the Class B shares of the Portfolio with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns assume that you sold the shares at the end of each period and you were charged a contingent deferred sales charge. Of course, if you did not sell your shares at the end of the period, your return would be higher. You may obtain the Portfolio’s current 7-day yield by calling toll free 1-800-807-FUND.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The Lipper U.S. Treasury Money Market Index consists of the 30 largest mutual funds that invest principally in U.S. treasury obligations with dollar-weighted average maturities of less than 90 days. These funds intend to keep a constant net asset value. Indexes are not managed, and it is not possible to invest directly in an Index.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Investment Quality Bond Portfolio seeks current income and reasonable stability of principal.

The Investment Quality Bond Portfolio is advised by Fox Asset Management LLC (“Fox”). The Portfolio is managed by a management team consisting of portfolio managers and analysts and is led by Douglas Edler, CFA, who leads the fixed-income effort at Fox, and William Howarth, Assistant Lead Manager of Fixed Income at Fox. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are Mr. Edler, William Dodge, CFA and Mr. Howarth. Mr. Edler is a Managing Director of Fox, which he joined in 1999 from J.P. Morgan & Co. Inc., where he co-managed that firm's proprietary fixed income investment portfolio. Mr. Dodge is CEO/CIO and President of Fox. Prior to joining Fox, Mr. Dodge founded and operated Nine Gates Capital from 2003 to 2005. Mr. Howarth is a Principal of Fox, which he joined in 2006. Prior to joining Fox, Mr. Howarth was a Senior Portfolio Manager, Taxable Fixed Income-Corporate Sector Specialist at The Dreyfus Corporation for 13 years.

The Portfolio will normally invest at least 80% of its assets in investment grade fixed-income securities, mortgage pass-through securities, or non-rated securities considered by the Adviser to be of comparable quality. In deciding which securities to buy, hold or sell, the Adviser considers economic developments, interest rate trends and other factors such as the issuer’s creditworthiness. The average maturity of the securities held by the Portfolio may range from three to ten years.

In addition, the Portfolio may invest up to 5% of its net assets in fixed-income securities rated lower than investment grade, commonly known as "junk bonds."

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

Investments in mortgage-backed securities are made based upon, among other things, expectations regarding the rate of prepayments on underlying mortgage pools. Rates of prepayment faster or slower than expected by the Adviser could reduce the Portfolio’s yield, increase the volatility of the Portfolio and/or cause a decline in net asset value. Certain mortgage-backed securities may be more volatile and less liquid than other traditional types of debt securities.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments, including the risks associated with investing in junk bonds. For more information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

During the periods shown in the bar chart, the highest return for a calendar quarter was 4.28% (quarter ended September 30, 2002 ) and the lowest return for a calendar quarter was -2.00% (quarter ended June 30, 2004). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 4.31%.

period and you were charged a contingent deferred sales charge. Of course, if you did not sell your shares at the end of the period, your return would be higher.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The Barclays Intermediate U.S. Government/Credit Bond Index is composed of the bonds in the Barclays Intermediate Government/Credit Bond Index that have maturities between 1 and 9.99 years. The Barclays Intermediate U.S. Government/Credit Bond Index consists of approximately 5,400 issues. The securities must be investment grade (Baa or higher) with amounts outstanding in excess of $1 million and have at least one year to maturity. The Barclays Intermediate U.S.Government/Credit Bond Index is an unmanaged Index. Unlike the returns for the Portfolio, the returns for the Index do not include fees and expenses. Such costs would lower performance. Investors may not invest directly in the Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

As a matter of fundamental policy, the Portfolio will normally invest at least 80% of its total assets in securities that pay interest exempt from federal income taxes. The Portfolio’s Adviser generally invests the Portfolio’s assets in municipal obligations. There are no maturity limitations on the Portfolio’s securities. Municipal obligations are bonds, notes or short-term commercial paper issued by state governments, local governments, and their respective agencies. In pursuing the Portfolio’s investment objective, the Adviser has considerable leeway in deciding which investments it buys, holds or sells on a day-to-day basis. The Portfolio will invest primarily in municipal bonds rated within the four highest grades by Moody’s Investors Service, Inc. ("Moody’s"), Standard & Poor’s Corporation ("S&P"), or Fitch IBCA, Inc. ("Fitch") or, if not rated, of comparable quality in the opinion of the Adviser. The Portfolio may invest without limit in municipal obligations that pay interest income subject to the "alternative income tax," although it does not currently expect to invest more than 20% of its total assets in such instruments. Some shareholders may have to pay tax on distributions of this income.

education and industrial development. Included within the revenue category are participations in lease obligations. The Portfolio’s municipal obligation investments may include zero coupon securities, which are purchased at a discount and make no interest payments until maturity.

Tax Risk. There is no guarantee that the Municipal Bond Portfolio's income will be exempt from federal or state income taxes. Events occurring after the date of issuance of a municipal bond or after the Municipal Bond Portfolio's acquisition of a municipal bond may result in a determination that interest on that bond is includible in gross income for federal income tax purposes retroactively to its date of issuance. Such a determination may cause a portion of prior distributions by the Municipal Bond Portfolio to its shareholders to be taxable to those shareholders in the year of receipt. Federal or state changes in income or alternative minimum tax rates or in the tax treatment of municipal bonds may make municipal bonds less attractive as investments and cause them to lose value.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other

risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

During the periods shown in the bar chart, the highest return for a calendar quarter was 5.36% (quarter ended December 31, 2000) and the lowest return for a calendar quarter was -2.94% (quarter ended June 30, 1999). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 8.78%.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Large Capitalization Value Portfolio seeks total return consisting of capital appreciation and dividend income.

The Large Capitalization Value Portfolio is advised by M.D. Sass Investors Services, Inc. (“M.D. Sass”). The Portfolio is managed by a team of portfolio analysts. The member of the team who has primary responsibility for the day-to-day management of the Portfolio is Martin D. Sass who is Chairman and Chief Executive Officer of M.D. Sass. Mr. Sass formed M.D. Sass in 1972. He holds a B.S. in Accounting form Brooklyn College and studied finance in graduate programs at New York University and City College of New York. Mr. Sass has 44 years of investment experience.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

There is no assurance that the Portfolio will achieve its investment objective. The Portfolio share price will fluctuate with changes in the market value of its portfolio securities. When you sell

your Portfolio shares, they may be worth less than what you paid for them and, accordingly, you can lose money investing in this Portfolio.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments, including the risks associated with stock index futures contracts and options. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

The bar chart and table below provide some indication of the risks of investing in the Portfolio. The Portfolio’s past performance does not indicate how the Portfolio will perform in the future.

During the periods shown in the bar chart, the highest return for a calendar quarter was 15.65% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -24.31% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 30.28%.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The S&P500^®/Citigroup Value Index, a broad, unmanaged, market-capitalization weighted Index which is the successor to the S&P 500^®/BARRA Value Index, uses a multifactor methodology to score constituents, which are weighted according to market cap and classified as growth, value, or a mix of growth and value. The S&P 500^®/Citigroup Value Index does not include fees and expenses, and investors may not invest directly in the Index.

The Morningstar Large Value Average (“Large Value Average”), as of December 31, 2008, consisted of 1,433 mutual funds comprised of large market capitalization value stocks. The Large Value Average is not managed, and it is not possible to invest directly in the Large Value Average.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Large Capitalization Growth Portfolio is advised by Loomis Sayles & Company, L.P. (“Loomis Sayles”). Stock selection for the Portfolio is made by Loomis Sayles’ Large Cap Growth team that consists of portfolio managers and analysts. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are Mark B. Baribeau, CFA, Pamela N. Czekanski, CFA and Richard D. Skaggs, CFA. Each of Mr. Baribeau, Ms. Czekanski and Mr. Skaggs is a Vice President of Loomis Sayles and joined the firm in 1989, 1994 and 1984, respectively.

The Portfolio will normally invest at least 80% of its total assets in a portfolio of equity securities issued by U.S. issuers with total market capitalizations of $5 billion or more. Equity securities include common stocks, preferred stocks, securities convertible into common stocks, and warrants. The Portfolio generally concentrates its holdings in a relatively small number of companies. The Adviser uses a research-based, bottom-up investment process, executed in a disciplined manner to select investments for the Portfolio. In deciding which securities to buy, hold or sell, the Adviser evaluates the following factors, which it believes determines the attractiveness of future growth potential: (i) earnings per share growth rates; (ii) revenue growth; (iii) earnings estimates revisions; (iv) valuation using discounted cash flow analysis; (v) competitive advantage; (vi) management quality; and (vii) business strategy.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

The frequency of a Portfolio’s transactions will vary from year to year. Increased portfolio turnover may result in higher brokerage commissions, dealer mark-ups and

other transaction costs and may result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in a Portfolio’s performance.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

During the periods shown in the bar chart, the highest return for a calendar quarter was 24.87% (quarter ended December 31, 1999) and the lowest return for a calendar quarter was -27.06% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 24.63%.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The S&P500^®/Citigroup Growth Index, a broad, unmanaged, market-capitalization weighted Index which is the successor to the S&P500^® /BARRA Growth Index, uses a multifactor methodology to score constituents, which are weighted according to market cap and classified as growth, value, or a mix of growth and value. The S&P 500^®/Citigroup Growth Index does not include fees and expenses, and investors may not invest directly in the Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Portfolio will normally invest at least 80% of its total assets in equity securities of U.S. companies that have a total market capitalization of between $1 billion and $15 billion at the time of purchase. Equity securities include common stocks, preferred stocks, securities convertible into common stocks and warrants. The $1-15 billion dollar range is believed appropriate by the Adviser in light of the broad market capitalization range of the Russell^® Midcap Index. As of October 31, 2009, the average market capitalization of the Russell Midcap^® Index was approximately $5.7 billion; the median market capitalization was approximately $3.1 billion; and the largest company in the Index has an approximate market capitalization of $15.4 billion. The Portfolio invests in securities of companies that are believed by the Adviser to be undervalued, thereby offering above-average potential for capital appreciation. The Portfolio may also invest in equity securities of foreign companies.

• companies earning a positive economic margin with stable-to-improving returns;

• use of value-driven screens to create a research universe of companies with market capitalizations of at least $1 billion; and

• use of fundamental and risk analysis to construct a portfolio of securities that the Adviser believes has an attractive return potential.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

to corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt instruments.

The Portfolio’s investments in foreign securities (including depositary receipts) involve risks in addition to the risks associated with domestic securities. One additional risk is currency risk. While the price of Portfolio shares is quoted in U.S. dollars, the Portfolio generally converts U.S. dollars to a foreign market’s local currency to purchase a security in that market. If the value of that local currency falls relative to the U.S. dollar, the U.S. dollar value of the foreign security will decrease. This is true even if the foreign security’s local price remains unchanged.

Foreign companies, in general, are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about these companies. Moreover, foreign accounting, auditing and financial reporting standards generally are different from those applicable to U.S. companies. Finally, in the event of a default of any foreign debt obligations, it may be more difficult for the Portfolio to obtain or enforce a judgment against the issuers of the securities.

Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlements of the Portfolio’s trades effected in those markets. Delays in purchasing securities may result in the Portfolio losing investment opportunities. The inability to dispose of foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

The Portfolio may invest in U.S. and foreign small capitalization securities. Investing in lesser known, smaller capitalized companies may involve greater risk of volatility of the Portfolio’s share price than is customarily associated with investing in larger, more established companies as described in “Medium and Small Capitalization Companies” above.

OTHER RISKS. The performance of the Portfolio will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

For the periods prior to January 6, 2003, the Portfolio operated as a separate fund called the Orbitex Caterpillar Mid-Cap Relative Value Fund (the “Predecessor Fund”), which was managed by Orbitex Management, Inc. The investment policy of the Portfolio is substantially similar to that of the Predecessor Fund. The Predecessor Fund was subject to a similar level of fees as those applied to the Portfolio.

The bar chart and table below show the performance of the Class B shares of the Predecessor Fund (see footnote below) and the Portfolio. The table gives some indication of the risks of an investment in the Portfolio by comparing the Predecessor Fund’s and the Portfolio’s performance with a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. Past performance does not necessarily indicate how the Portfolio will perform in the future.

This bar chart below shows the performance of the Class B shares of the Predecessor Fund and the Portfolio over the past six calendar years. It does not reflect the deduction of sales charges. If these amounts were reflected, returns would be less than shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 21.73% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -20.60% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 27.32%.

The following table compares the average annual total returns of the Class B shares of the Predecessor Fund’s (for the periods prior to January 6, 2003) and the Portfolio’s (for the periods beginning January 6, 2003) shares with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns assume that you sold the shares at the end of each period and you were charged a contingent deferred sales charge. Of course, if you did not sell your shares at the end of the period, your return would be higher.

The performance figures shown above reflect the performance of Class B shares of the Predecessor Fund (for the periods prior to January 6, 2003) and the Portfolio (for the periods beginning January 6, 2003). The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The Russell Midcap^â Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represents approximately 27% of the total market capitalization of the Russell 1000 Index. As of October 31, 2009, the average market capitalization of the Russell Midcap^® Index was approximately $5.7 billion; the median market capitalization was approximately $3.1 billion; and the largest company in the Index had an approximate market capitalization of $15.4 billion. Investors may not invest in the Index directly; unlike the Portfolio’s returns, the Index does not reflect any fees or expenses. Such costs would lower performance.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Small Capitalization Portfolio is advised by Fox. The Portfolio is managed by a management team that consists of portfolio managers and analysts. The member of the team who is primarily responsible for the day-to-day management of the Portfolio is Gregory R. Greene, who is the key small-cap member on the firm's Investment Committee. Mr. Greene, a Managing Director and Co-Director of Small-Cap Equities, joined Fox in 1998 from Chris Blair Asset Management. Other members of the Small Cap Team include J. Bradley Ohlmuller, CFA and Robert Milmore, CFA. Mr. Ohlmuller, a Principal of the firm, joined Fox in 2004 and is a member of the firm’s Investment Committee. Mr. Ohlmuller was formerly a Vice President and research analyst at Goldman Sachs & Co. Robert Milmore, CFA, is a Vice President and Equity Research Analyst at Fox. Prior to joining Fox in 2005, Mr. Milmore was a Manager of International Treasury at Cendant Corporation.

In selecting securities for the Portfolio, the Adviser begins with a screening process that seeks to identify growing companies whose stocks sell at discounted price-to-earnings and price-to-cash flow multiples. The Adviser also attempts to discern situations where intrinsic asset values are not widely recognized. The Adviser favors such higher-quality companies that generate strong cash flow, provide above-average free cash flow yields and maintain sound balance sheets. Rigorous fundamental analysis, from both a quantitative and qualitative standpoint, is applied to all investment candidates. While the Adviser employs a disciplined "bottom-up" approach that attempts to identify undervalued stocks, it nonetheless is sensitive to emerging secular trends. The Adviser does not, however, rely on macroeconomic forecasts in its stock selection efforts and prefers to remain fully invested.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolio’s investments in small and medium capitalization companies carry more risk than investments in larger companies. While some of the Portfolio’s holdings in these companies may be listed on a national securities exchange, such securities are more likely to be traded in the over-the-counter (“OTC”) market. The low market liquidity of these securities may have an adverse impact on the Portfolio’s ability to sell certain securities at favorable prices and may also make it difficult for the Portfolio to obtain market quotations based on actual trades, for purposes of valuing its securities. Investing in lesser known, small and medium capitalization companies involves greater risk of volatility of the Portfolio’s net asset value than is customarily associated with larger, more established companies. Often small and medium capitalization companies and the industries in which they are focused are still evolving and, while this may offer better growth potential than larger, more established companies, it also may make them more sensitive to changing market conditions. Small capitalization companies may have returns that can vary, occasionally significantly, from the market in general. In addition, small capitalization companies may not pay a dividend.

Also, it may take a long time before the Portfolio realizes a gain, if any, on an investment in a micro-cap company.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section. Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

The bar chart and table below provide some indication of the risks of investing in the Portfolio. The Portfolio’s past performance does not indicate how the Portfolio will perform in the future.

This bar chart shows how the performance of the Portfolio’s shares has varied from year to year over the past ten calendar years. It does not reflect the deduction of sales charges. If these amounts were reflected, returns would be less than shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 22.34% (quarter ended June 30, 1999) and the lowest return for a calendar quarter was -22.71% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 15.67%.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The Russell 2000^® Index is comprised of the 2,000 smallest U.S. domiciled publicly traded common stocks, which are included in the Russell 3000 Index. The common stocks included in the Russell 2000^® Index represent approximately 10% of the U.S. equity market as measured by market capitalization. The Russell 3000^® Index is an unmanaged Index of the 3,000 largest U.S. domiciled publicly traded common stocks by market capitalization representing approximately 98% of the U.S. publicly traded equity market. The Russell 2000^® Index is an unmanaged Index. Unlike the returns for the Portfolio, the returns for the Russell 2000^® Index do not include fees and expenses (which would lower performance) and reflect reinvested dividends. Investors may not invest directly in an Index.

The Morningstar Small Blend Average (“Small Blend Average”), as of December 31, 2008, consisted of 670 mutual funds comprised of small market capitalization stocks. The Small Blend Average is not managed and it is not possible to invest directly in the Small Blend Average.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The International Equity Portfolio is advised by DePrince, Race & Zollo, Inc. (“DePrince, Race & Zollo”). The Portfolio is managed in the international value style by a portfolio manager with a team of supporting analysts. The individual who is primarily responsible for the day-to-day management of the Portfolio is Eugene Wu. Mr. Wu is the portfolio manager for DePrince, Race & Zollo’s International Equity team. Prior to joining DePrince, Race & Zollo, Inc. in April 2008, Mr. Wu was employed at Lazard Asset Management as a Vice President, Portfolio Manager/Research Analyst in the Discounted Asset Strategies Group. Mr. Wu holds the Chartered Financial Analyst designation. He received his Bachelor of Science in Finance and Economics from New York University’s Leonard N. Stern School of Business and his Masters of Business Administration from Columbia University.

The Portfolio will normally invest at least 80% of its total assets in the equity securities of companies located outside of the United States. Equity securities consist of common stock and other securities such as depositary receipts. Under normal market conditions, at least 65% of the Portfolio’s assets will be invested in securities of issuers located in at least three foreign countries (generally in excess of three), including countries with developing and emerging economies. The Adviser seeks to purchase undervalued stocks with above average dividend yields and a fundamental catalyst such as improving prospects or a sustainable competitive advantage. Emphasis is placed on bottom-up stock selection. In addition, the Adviser considers four global opportunity fundamentals: Macro, Political, Business and Portfolio diversification to assist in the basis of portfolio construction. A stock is sold when it no longer meets the Adviser’s criteria. Under adverse market conditions, the Portfolio may also make temporary investments in investment grade debt securities. Such investment strategies could result in the Portfolio not achieving its investment objective.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

The Portfolio’s investments in foreign securities (including depositary receipts) involve risks in addition to the risks associated with domestic securities. One additional risk is currency risk. While depositary receipts are denominated in U.S. dollars, currency fluctuations could adversely affect the value of the Portfolio’s investments.

Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlements of the Portfolio’s trades effected in those markets. Delays in purchasing securities may result in the Portfolio losing investment opportunities. The inability to dispose of foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited security.

The Portfolio may invest in foreign small capitalization securities. Investing in lesser known, smaller capitalized companies may involve greater risk of volatility of the Portfolio’s share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning smaller companies than for larger, more established companies. Some small companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because smaller companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

The bar chart and table below provide some indication of the risks of investing in the Portfolio. The Portfolio’s past performance does not indicate how the Portfolio will perform in the future.

During the periods shown in the bar chart, the highest return for a calendar quarter was 27.15% (quarter ended December 31, 1999) and the lowest return for a calendar quarter was -23.59% (quarter ended September 30, 2002). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 23.50%.

The following table compares the average annual total returns of the Class B shares of the Portfolio with those of a broad measure of market performance over time. The returns assume that you sold the shares at the end of each period and you were charged a contingent deferred sales charge. Of course, if you did not sell your shares at the end of the period, your return would be higher.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

MSCI EAFE^®Index (Europe, Australaisa, Far East) is a free, float-adjusted, market capitalization Index that is designed to measure developed market equity performance, excluding the U.S. & Canada. As of December 31 2008, the MSCI EAFE^® Index consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. This unmanaged Index assumes the reinvestment of dividends, does not include fees and expenses (which would lower performance) and investors may not invest directly in the Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

Companies described as Health Care Equipment and Supplies, Health Care Provider Services, Pharmaceutical or Biotechnology Companies under the North American Industry Classification System are considered healthcare or biotechnology companies for purposes of investment by the Portfolio. These companies are engaged in: the design, manufacture or sale of products or services used for or in connection with health, medical, or personal care such as medical, dental and optical supplies or equipment; research and development of pharmaceutical products and services; the operation of healthcare facilities such as hospitals, clinical test laboratories, and convalescent and mental healthcare facilities; and the design, manufacture, or sale of healthcare-related products and services, research, development, manufacture or distribution of products and services relating to human health care, pharmaceuticals, agricultural and veterinary applications, and the environment; and manufacturing and/or distributing biotechnological and biomedical products, devices or instruments, or provide materials, products or services to the foregoing companies.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

COMMON STOCK. A principal risk of investing in the Portfolio is associated with common stock investments. In general, stock values fluctuate in response to activities specific to the company as well as general market, economic and political conditions. Stock prices can fluctuate widely in response to these factors. Common stockholders are subordinate to debt or preferred stockholders in a company's capital structure in terms of priority to corporate income and liquidation payments and, therefore, will be subject to greater credit risk than preferred stock or debt instruments.

CONVERTIBLE BONDS. The Portfolio’s investments in convertible bonds subject the Portfolio to the risks associated with fixed-income securities. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

CONCENTRATION IN THE HEALTHCARE AND BIOTECHNOLOGY SECTORS. Because of its specific focus, the Portfolio’s performance is closely tied to and affected by events occurring in the healthcare and biotechnology industries. Companies in the same industry often face similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to, and move in unison with, one another. Healthcare companies are subject to government regulation and approval of their products and services, which can have a significant effect on their market price. Furthermore, the types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial, and may have a significant impact on a healthcare company’s market value and/or share price. Biotechnology companies are affected by patent considerations, intense competition, rapid technology change and obsolescence, and regulatory requirements of various federal and state agencies. In addition, many of these companies are relatively small and have thinly-traded securities, may not yet offer products or offer a single product, and may have persistent losses during a new product’s transition from development to production or erratic revenue patterns. Moreover, stock prices of biotechnology companies are very volatile, particularly when their products are up for regulatory approval and/or under regulatory scrutiny. Consequently, the Portfolio’s performance may sometimes be significantly better or worse than that of other types of funds.

Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlements of the Portfolio’s trades effected in those markets. Delays in purchasing securities may result in the Portfolio losing investment opportunities. The inability to dispose of foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

SMALL AND MEDIUM CAPITALIZATION COMPANIES The Portfolio may invest in U.S. and foreign small and medium capitalization securities. Investing in lesser known, small and medium capitalization companies may involve greater risk of volatility of the Portfolio’s share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning small and medium capitalization companies than for larger, more established companies. Some small and medium capitalization companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because small and medium sized companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

PORTFOLIO TURNOVER. The frequency of a Portfolio’s transactions will vary from year to year. Increased portfolio turnover may result in higher brokerage commissions, dealer mark-ups and other transaction costs and may result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in a Portfolio’s performance.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

This bar chart shows how the performance of the Class B shares of the Predecessor Fund and the Portfolio has varied from year to year over the past nine calendar years. It does not reflect the deduction of sales charges. If these amounts were reflected, returns would be less than shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 32.51% (quarter ended March 31, 2000) and the lowest return for a calendar quarter was -30.91% (quarter ended March 31, 2001). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 23.56%.

The following table compares the average annual total returns of the Class B shares of the Predecessor Fund (for the periods prior to January 27, 2003) and the Portfolio (for the periods beginning January 27, 2003) with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns assume that you sold the

shares at the end of each period and you were charged a contingent deferred sales charge. Of course, if you did not sell your shares at the end of the period, your return would be higher.

The performance figures shown above reflect the performance of Class B shares of the Predecessor Fund (for the periods prior to January 27, 2003) and the Portfolio (for the periods beginning January 27, 2003). The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The S&P 500^âTotal Return Index is a broad-based, unmanaged Index, the performance of which is based on the performance of 500 widely-held common stocks chosen for market size, liquidity and industry group representation. Index returns assume reinvestment of dividends; unlike the Portfolio’s returns, however, Index returns do not reflect any fees or expenses. Such costs would lower performance. It is not possible to invest directly in an Index.

The S&P 500^âHealthcare Index is a widely-recognized, equally-weighted Index, adjusted for capital gains distribution and income dividends, of securities of companies engaged in the healthcare/biotechnology and medical industries. Index returns assume reinvestment of dividends; unlike the Portfolio’s returns, however, Index returns do not reflect any fees or expenses. Such costs would lower performance. It is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Technology & Communications Portfolio is advised by Columbus Circle Investors (“CCI”). Stock selection for the Portfolio is made by a management team that consist of portfolio managers and analysts. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are co-portfolio managers, Anthony Rizza, CFA and Craig L. Chodash, CFA. Mr. Rizza, Senior Managing Director, created and has managed CCI’s technology process since January 1, 1005. Mr. Chodash, Senior Vice President/Senior Securities Analyst, joined CCI in May 2003. Mr. Chodash is also a member of the New York Society of Security Analysts.

The Portfolio will normally invest at least 80% of its total assets in equity securities issued by technology and communications companies, both domestic and foreign, regardless of their stock market value (or “market capitalization”). Equity securities include common stocks, preferred stocks, securities convertible into common stocks and warrants. The Portfolio may invest up to 25% of its total assets in foreign companies. The Portfolio defines a "technology company" as an entity in which at least 50% of the company’s revenues or earnings were derived from technology activities or at least 50% of the company’s assets were devoted to such activities, based upon the company’s most recent fiscal year. Technology companies may include, among others, companies that are engaged in the research, design, development or manufacturing of technology products. These companies include among others, those in the Internet, medical, pharmaceutical, manufacturing, computer software and hardware industries. The Portfolio defines a "communications company" as an entity in which at least 50% of the company’s revenues or earnings were derived from communications activities or at least 50% of the company’s assets were devoted to such activities, based upon the company’s most recent fiscal year. Communications activities may include, among others, regular telephone service; communications equipment and services; electronic components and equipment; broadcasting; computer software and hardware; semiconductors; mobile communications and cellular radio/paging; electronic mail and other electronic data transmission services; networking and linkage of word and data processing systems; publishing and information systems; video text and teletext; emerging technologies combining telephone, television and/or computer systems; and Internet and network equipment and services.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to and move in unison with one another. Because technology continues to advance at an accelerated rate, and the number of companies and product offerings continues to expand, these companies could become increasingly sensitive to short product cycles, aggressive pricing and intense competition. Many technology companies sell stock before they have a commercially viable product, and may be acutely susceptible to problems relating to bringing their products to market. Additionally, many technology companies have very high price/earnings ratios, high price volatility, and high personnel turnover due to severe labor shortages for skilled technology professionals.

EMERGING TECHNOLOGY SECTOR RISK. Because of its narrow focus, the Portfolio’s performance is closely tied to, and affected by, events occurring in the emerging technology and general technology industries. Companies in the same industry often face similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to and move in unison with one another. Because technology continues to advance at an accelerated rate, and the number of companies and product offerings continues to expand, these companies could become increasingly sensitive to short product cycles, aggressive pricing and intense competition. In some cases, there are some emerging technology companies, which sell stock before they have a commercially viable product, and may be acutely susceptible to problems relating to bringing their products to market. Additionally, many emerging technology companies have very high price/earnings ratios, high price volatility, and high personnel turnover due to severe labor shortages for skilled emerging technology professionals.

Portfolio’s trades effected in those markets. Delays in purchasing securities may result in the Portfolio losing investment opportunities. The inability to dispose of foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited security.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolio may invest in U.S. and foreign, small and medium capitalization securities. Investing in lesser known, small and medium capitalization companies may involve greater risk of volatility of the Portfolio’s share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning small and medium capitalization companies than for larger, more established companies. Some small and medium capitalization companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because small and medium capitalization companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

This bar chart shows how the performance of the Class B shares of the Predecessor Fund and the Portfolio has varied from year to year over the past ten calendar years. It does not reflect the deduction of sales charges. If these amounts were reflected, returns would be less than shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 62.41% (quarter ended December 31, 1999) and the lowest return for a calendar quarter was -44.39% (quarter ended December 31, 2000). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 45.45%.

The following table compares the average annual total returns of the Class B shares of the Predecessor Fund (for periods prior to January 6, 2003) and the Portfolio (for periods beginning January 6, 2003) with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns assume that you sold the shares at the end of each period and you were charged a contingent deferred sales charge. Of course, if you did not sell your shares at the end of the period, your return would be higher.

The performance figures shown above reflect the performance of Class B shares of the Predecessor Fund (for periods prior to January 6, 2003) and the Portfolio (for periods beginning January 6, 2003). The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class B shares as described under "Contingent Deferred Sales Charge."

The S&P 500^â Total Return Index is a broad-based, unmanaged Index, the performance of which is based on the performance of 500 widely-held common stocks chosen for market size, liquidity and industry group representation. Index returns assume reinvestment of dividends; unlike the Portfolio’s returns, however, Index returns do not reflect any fees or expenses. Such costs would lower performance. It is not possible to invest directly in an Index.

The Lipper Science & Technology Funds Index is an equal-weighted, performance Index, adjusted for capital gain distributions and income dividends, of the largest qualifying funds within the Science and Technology fund classification, as defined by Lipper. Indexes are not managed and it is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Financial Services Portfolio is advised by Loomis Sayles. Stock selection for the Portfolio is made by a team led by Thomas M. Finucane and Kathleen M. Bochman, CFA, co-portfolio managers, who are jointly responsible for the day-to-day management of the Portfolio. Mr. Finucane joined Loomis Sayles in 2006 and is a financial service sector analyst/portfolio manager and Vice President of Loomis Sayles. Prior to joining Loomis Sayles, Mr. Finucane was a Vice President and portfolio manager (from 1996 to 2002 and from 2004 until 2006) at John Hancock Funds. Mr. Finucane also served as a Senior Vice President and equity analyst at State Street Research and Management from 2002 until 2004. Ms. Bochman joined Loomis Sayles in 2006 and is a financial services sector analyst/portfolio manager. Prior to joining Loomis Sayles, Ms. Bochman was a senior credit analyst covering financial services at Gimme Credit, LLC from 2004 to 2006.

banks, savings and loan associations, thrifts, finance companies, brokerage and advisory firms, transaction and payroll processors, insurance companies, real estate and leasing companies, and companies that span across these segments, and service providers whose revenue is largely derived from the financial services sector. Under Securities and Exchange Commission (“SEC”) regulations, the Portfolio may not invest more than 5% of its total assets in the equity securities of any company that derives more than 15% of its revenues from brokerage or investment management activities.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

securities, and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Portfolio will lose its entire investment in such warrant.

CONCENTRATION IN THE FINANCIAL SERVICES SECTOR. Because of its specific focus, the Portfolio’s performance is closely tied to and affected by events occurring in the financial services industry. Companies in the same industry often face similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to and move in unison with one another. The Portfolio is more vulnerable to price fluctuations of financial services companies and other factors that particularly affect financial services industries than a more broadly diversified mutual fund. In particular, the prices of stock issued by many financial services companies have historically been more closely correlated with changes in interest rates than other stocks. Generally, when interest rates go up, stock prices of these companies go down. This relationship may not continue in the future. Financial services companies are subject to extensive government regulation, which tends to limit both the amount and types of loans and other financial commitments the company can make, and the interest rates and fees it can charge. These limitations can have a significant impact on the profitability of a financial services company since profitability is impacted by the company’s ability to make financial commitments such as loans. Insurance companies in which the Portfolio invests may also have an impact on the Portfolio’s performance as insurers may be subject to severe price competition, claims activity, marketing competition and general economic conditions. Certain lines of insurance can be significantly influenced by specific events. For example, property and casualty insurer profits may be affected by certain weather catastrophes and other disasters; and life and health insurer profits may be affected by mortality risks and morbidity rates. The financial services industry is currently undergoing a number of changes such as continuing consolidations, development of new products and structures and changes to its regulatory framework. These changes are likely to have a significant impact on the financial services industry and the Portfolio.

Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlements of the Portfolio’s trades effected in those markets. Delays in purchasing securities may result in the Portfolio losing investment opportunities. The inability to dispose of foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolio may invest in U.S and foreign small and medium capitalization securities. Investing in lesser-known, small and medium capitalization companies may involve greater risk of volatility of the Portfolio’s share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning small and medium capitalization companies than for larger, more established companies. Some small and medium capitalization companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because small and medium capitalization companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

PORTFOLIO TURNOVER. The frequency of a Portfolio’s transactions will vary from year to year. Increased portfolio turnover may result in higher brokerage commissions, dealer mark-ups and other

transaction costs and may result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in a Portfolio’s performance.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

This bar chart shows how the performance of the Class B shares of the Predecessor Fund and the Portfolio has varied from year to year over the past eight calendar years. It does not reflect the deduction of sales charges. If these amounts were reflected, returns would be less than shown.

During the periods shown in the bar chart, the highest return for a calendar quarter was 18.50% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -31.82% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 15.10%.

The S&P 500^âTotal Return Index is a broad-based, unmanaged Index, the performance of which is based on the performance of 500 widely-held common stocks chosen for market size, liquidity and industry group representation. Index returns assume reinvestment of dividends; unlike the portfolio’s returns, however, Index returns do not reflect any fees or expenses. Such costs would lower performance. It is not possible to invest directly in an Index.

The Lipper Financial Services Funds Index is an equal dollar weighted index of the 30 largest mutual funds within the Financial Services fund classification, as defined by Lipper. The Index is adjusted for the reinvestment of capital gains and income dividends. Indexes are not managed, and it is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Energy & Basic Materials Portfolio is advised by Loomis Sayles. Stock selection for the Portfolio is made by a team led by co-portfolio managers James L. Carroll, CFA and Larry Shaw, CFA, who have joint primary responsibility for the day-to-day management of the Portfolio. Mr. Carroll and Mr. Shaw are Vice Presidents at Loomis Sayles. Mr. Carroll joined Loomis Sayles in 1986, where from 1998 to 2002, he was an energy analyst and value portfolio manager. Mr. Shaw originally joined Loomis Sayles in 1986, where from 1998 to 2002, he was an energy analyst and value portfolio manager. Prior to re-joining Loomis Sayles in 2005, Mr. Shaw served as a consultant to the Loomis Sayles’ equity department, focusing on energy and energy-related companies.

ratio analysis, price to sales ratio analysis, relative price to earnings ratio analysis, price to book and cash flow ratio analysis and discounted cash flow. Valuation methodology is industry-specific within the energy sector and the determination of intrinsic value of a particular security is driven by specific industry metrics. Based on this analysis, Loomis Sayles establishes company-specific price targets and position weights.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

CONCENTRATION IN THE ENERGY AND BASIC MATERIALS SECTOR. Because of its specific focus, the Portfolio’s performance is closely tied to and affected by events occurring in the energy and basic materials industries. Companies in the same industry often face similar obstacles, issues and regulatory burdens. As a result, the securities owned by the Portfolio may react similarly to and move in unison with one another. Companies in the energy and basic materials sector are subject to swift fluctuations in supply and demand. These fluctuations may be caused by events relating to international political and economic developments, energy conservation, the success of exploration projects, the environmental impact of energy and basic materials operations and tax and other governmental regulatory policies. Consequently, the Portfolio’s performance may sometimes be significantly better or worse than that of other types of funds.

Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlements of the Portfolio’s trades effected in those markets. Delays in purchasing securities may result in the Portfolio losing investment opportunities. The inability to dispose of foreign securities due to settlement delays could result in losses to the Portfolio due to subsequent declines in the value of the securities.

Depositary receipts involve substantially identical risks associated with direct investments in foreign securities. Issuers of the foreign security represented by a depositary receipt, particularly

unsponsored or unregistered depositary receipts, may not be obligated to disclose material information in the United States or to pass through to holders of such receipts any voting rights with respect to the deposited securities.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. The Portfolio may invest in U. S. and foreign small and medium capitalization securities. Investing in lesser known, small and medium capitalization companies may involve greater risk of volatility of the Portfolio’s share price than is customarily associated with investing in larger, more established companies. There is typically less publicly available information concerning small and medium capitalization companies than for larger, more established companies. Some small and medium capitalization companies have limited product lines, distribution channels and financial and managerial resources and tend to concentrate on fewer geographical markets than do larger companies. Also, because small and medium sized companies normally have fewer shares outstanding than larger companies and trade less frequently, it may be more difficult for the Portfolio to buy and sell significant amounts of shares without an unfavorable impact on prevailing market prices.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

For the periods prior to January 6, 2003, the Portfolio operated as a separate fund called the Orbitex Energy & Basic Materials Fund (the "Predecessor Fund"), which was managed by Orbitex Management, Inc. The investment policy of the Portfolio is substantially similar to that of the Predecessor Fund. The Predecessor Fund was subject to a similar level of fees as those applied to the Portfolio.

During the periods shown in the bar chart, the highest return for a calendar quarter was 23.72% (quarter ended September 30, 2005) and the lowest return for a calendar quarter was -32.78% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class B shares was 30.38%.

end of each period and you were charged a contingent deferred sales charge. Of course, if you did not sell your shares at the end of the period, your return would be higher.

The S&P 500^â Total Return Index is a broad-based, unmanaged Index, the performance of which is based on the performance of 500 widely-held common stocks chosen for market size, liquidity and industry group representation. Index returns assume reinvestment of dividends; unlike the portfolio’s returns, however, Index returns do not reflect any fees or expenses. Such costs would lower performance. It is not possible to invest directly in an Index.

The Lipper Natural Resources Funds Index is an equal-weighted, performance Index, adjusted for capital gain distributions and income dividends, of the largest qualifying funds within the Natural Resources fund classification, as defined by Lipper. Indexes are not managed and it is not possible to invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Predecessor Fund’s and the Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

subject to reimbursement by the relevant class of each Portfolio for up to three years from the date the fee or expense was incurred. Prior Board approval is required with respect to any such expense reimbursements. No reimbursement payment will be made by a Portfolio if it would result in the Portfolio exceeding its Expense Cap. The following are the Expense Caps for Class B shares for each of the Portfolios: U.S. Government Money Market, 2.75%; Investment Quality Bond, 2.90%; Municipal Bond, 2.90%; Large Capitalization Value, 3.60%; Large Capitalization Growth, 3.60%; Mid Capitalization, 3.60%; Small Capitalization, 3.60%; International Equity, 3.90%; Health & Biotechnology, 4.00%; Technology & Communications, 4.00%; Financial Services, 4.00%; Energy & Basic Materials, 4.00%.

For the fiscal year ended August 31, 2009 the net expenses for the Portfolios were: U.S. Government Money Market, 0.70% (taking into account the expense reimbursement/waiver of 1.63%); Investment Quality Bond, 2.63% Municipal Bond, 2.79% (taking into account the expense reimbursement/waiver of 0.12%); Large Capitalization Value, 3.01%; Large Capitalization Growth, 2.92%; Mid Capitalization, 3.30%; Small Capitalization, 3.23%; International Equity, 3.05%; Health & Biotechnology, 3.48%; Technology & Communications, 3.75% (taking into account the expense reimbursement/waiver of 0.56%); Financial Services, 3.57% (taking into account the expense reimbursement/waiver of 1.38%); and Energy & Basic Materials, 3.69%(taking into account the expense reimbursement/waiver of 0.23%). The Expense Agreement can be terminated by either party, without penalty, upon 60 days’ prior notice. For the year ended August 31, 2009, the Manager recaptured previously waived/reimbursed fees of $149 (which represents 0.02% of the Class B average net assets) for Health & Biotechnology.

The Contingent Deferred Sales Charge is scaled down to 1.00% during the sixth year, reaching zero thereafter.

MANAGEMENT FEES AND OTHER EXPENSES: Each Portfolio pays the Manager a fee for its services that is computed daily and paid monthly at an annual rate ranging from.475% to 1.25% of the value of the average daily net assets of the Portfolio. The fees of each Adviser are paid by the Manager. The nature of the services provided to, and the aggregate management fees paid by each Portfolio are described under "Investment Manager." "Other Expenses" also include fees for shareholder services, administration, custodial fees, legal and accounting fees, printing costs, registration fees, the costs of regulatory compliance, a Portfolio’s allocated portion of the costs associated with maintaining the Trust’s legal existence and the costs involved in the Trust’s communications with shareholders

The 12b-1 fee is accrued daily and payable monthly at the annual rate of 1% of the average net assets of Class B shares, all of which may be paid to the Manager. A portion of the fee payable pursuant to the plan, equal to 0.25% of the average daily net assets, is currently characterized as a service fee and may be paid directly to the Manager for support services. A service fee is a payment made for personal service and/or maintenance of shareholder accounts.

Upon conversion of Class B shares to Class I shares, such shares will not be subject to a 12b-1 Fee. No sales charge is imposed at the time of conversion of Class B shares to Class I shares (see "Shareholder Information—Contingent Deferred Sales Charge").

Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. These Acquired Fund Fees and Expenses are not considered in the calculation of Expense Caps. The Operating Expenses in the above fee table will not correlate to certain of the expense ratios in the Portfolios’ financial statements (or the financial highlights in this Prospectus) because the financial statements include only the direct operating expenses incurred by the Portfolios, not the indirect costs of investing in other investment companies (“Acquired Funds”). Excluding the indirect costs of investing in Acquired Funds, Total Annual Portfolio Operating Expenses would be 2.63% for Investment Quality Bond; 2.91% for Municipal Bond; 3.23% for Small Capitalization; 3.01% for Large Capitalization Value; 4.31% for Technology & Communications; 4.95% for Financial Services; and 3.92% for Energy & Basic Materials.

The following exchanges are exempt from the 2% redemption fee: responses to the SaratogaSHARP^Ò asset allocation program’s allocations and reallocations and fees charged to participants in connection thereto; exchanges executed pursuant to asset allocation and automatic rebalancing programs and fees charged to participants in connection thereto, provided that such allocations, reallocations and exchanges do not occur more frequently than monthly and the applicable dealer provides the Trust’s transfer agent with documents evidencing such; exchanges in employer sponsored retirement plans (e.g., 401(k) and profit sharing plans), and redemptions pursuant to systematic withdrawal plans.

EXAMPLE. This example is intended to help you compare the cost of investing in the Portfolios with the cost of investing in other mutual funds. This example shows what expenses you could pay over time. The example assumes that you invest $10,000 in the Portfolio, your investment has a 5% return each year, and the Portfolio’s operating expenses remain the same. Although your

actual costs may be higher or lower, the table below shows your costs at the end of each period based on these assumptions.

This section provides additional information relating to each Portfolio’s non-principal investment strategies.

DEFENSIVE INVESTING. The Portfolios are intended primarily as vehicles for the implementation of a long-term investment program utilizing asset allocation strategies rendered through investment advisory programs that are based on an evaluation of an investor’s investment objectives and risk tolerance. Because these asset allocation strategies are designed to spread investment risk across the various segments of the securities markets through investment in a number of Portfolios, each individual Portfolio generally intends to be substantially fully invested in accordance with its investment objectives and policies during most market conditions. Although the Adviser of a Portfolio may, upon the concurrence of the Manager, take a temporary defensive position during adverse market conditions, it can be expected that a defensive posture will be adopted less frequently than would be by other mutual funds. This policy may impede an Adviser’s ability to protect a Portfolio’s capital during declines in the particular segment of the market to which the Portfolio’s assets are committed.

INVESTMENT POLICIES. The percentage limitations relating to the composition of a Portfolio referenced in the discussion of a Portfolio apply at the time a Portfolio acquires an investment and refer to the Portfolio’s net assets, unless otherwise noted. Subsequent percentage changes that result from market fluctuations will not require a Portfolio to sell any Portfolio security. A Portfolio may change its principal investment strategies without shareholder approval; however you would be notified of any change.

DERIVATIVES AND OTHER STRATEGIES. Each of the Portfolios may invest in options, futures, foreign securities, foreign currencies, and other derivatives (collectively, "Derivative Transactions"), and may enter into certain types of short sales. If these practices are used by a Portfolio, the intent would be primarily to hedge the Portfolio’s holdings. For example, a Portfolio may purchase or sell options contracts on equity securities to hedge against the risk of fluctuations in the prices of securities held by the Portfolio. Or, a Portfolio may purchase or sell stock index futures contracts and might purchase put options or write call options on such futures contracts to protect against a general stock market decline or decline in a specific market sector that could adversely affect the Portfolio’s holdings.

Investing for hedging purposes may result in certain transaction costs, which may reduce a Portfolio’s performance. In addition, no assurances can be given that hedging will be implemented or that each derivative position will achieve a perfect correlation with the security or currency being hedged against.

MONEY MARKET FUNDS. Each Portfolio’s cash balances may be invested in money market funds.

This section provides information relating to risks of investing in the Portfolios in addition to the principal risks described previously.

The risks set forth below are applicable to a Portfolio only to the extent the Portfolio invests in the investment described.

or individual corporate developments than higher rated securities. During an economic downturn or substantial period of rising interest rates, junk bond issuers and, in particular, highly leveraged issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet their projected business goals or to obtain additional financing. In the event of a default, the Portfolio may incur additional expenses to seek recovery. The secondary market for junk bonds may be less liquid than the markets for higher quality securities and, as such, may have an adverse effect on the market prices of certain securities. The illiquidity of the market may also adversely affect the ability of the Trust’s Trustees to arrive at a fair value for certain junk bonds at certain times and could make it difficult for the Portfolios to sell certain securities. In addition, periods of economic uncertainty and change probably would result in increased volatility of market prices of high yield securities and a corresponding volatility in a Portfolio’s net asset value.

OPTIONS AND FUTURES. If a Portfolio invests in options and/or futures, its participation in these markets would subject the Portfolio to certain risks. The Adviser’s predictions of movements in the direction of the stock, bond, stock Index, currency or interest rate markets may be inaccurate, and the adverse consequences to the Portfolio (e.g., a reduction in the Portfolio’s net asset value or a reduction in the amount of income available for distribution) may leave the Portfolio in a worse position than if these strategies were not used. Other risks inherent in the use of options and futures include, for example, the possible imperfect correlation between the price of options and futures contracts and movements in the prices of the securities being hedged, and the possible absence of a liquid secondary market for any particular instrument. Certain options may be OTC options, which are options negotiated with dealers; there is no secondary market for these investments.

FORWARD CURRENCY CONTRACTS. A Portfolio’s participation in forward currency contracts also involves risks. If the Adviser employs a strategy that does not correlate well with the Portfolio’s investments or the currencies in which the investments are denominated, currency contracts could result in a loss. The contracts also may increase the Portfolio’s volatility and may involve a significant risk.

SMALL AND MEDIUM CAPITALIZATION COMPANIES. Certain Portfolios may invest in companies with small and medium market capitalization. Market capitalization refers to the total market value of the outstanding stock of a company. Investing in such companies may involve more risk than is usually associated with investing in larger, more established companies. Small and mid-cap companies and the industries in which they are involved frequently are still maturing and are more sensitive to changing market conditions than larger companies in more established industries. Small companies often have limited product lines, markets, financial resources and less experienced management. Small and mid-cap companies are often traded in the OTC market, and the low market liquidity of these securities may have an adverse effect on the ability of a Portfolio to sell certain securities at favorable prices. Such securities usually trade in lower volumes and are subject to greater and more unpredictable price fluctuations than larger cap securities or the stock market in general. This also may impede the Portfolio’s ability to obtain market quotations based on actual trades in order to value the Portfolio’s securities. Small and mid-cap securities may have returns that can vary, occasionally significantly, from the market in general. In addition, small and mid cap companies may not pay a dividend. Although income may not be a primary goal of a Portfolio, dividends can cushion returns in a falling market.

CONVERTIBLE SECURITIES. Certain Portfolios may invest a portion of their assets in convertible securities, which are securities that generally pay interest and may be converted into

common stock. These securities may carry risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

A description of the Portfolios’ policies and procedures with respect to the disclosure of each of the Portfolios’ securities is available in the Trust’s Statement of Additional Information.

Saratoga Capital Management, LLC serves as the Trust’s Manager and is located at 1101 Stewart Avenue, Suite 207, Garden City, New York 11530. Saratoga Capital Management, LLC is a Delaware limited liability company. The Manager and the Trust have obtained an exemptive order (the "Order") from the SEC that permits the Manager to enter into investment advisory agreements with Advisers without obtaining shareholder approval. The Manager, subject to the review and approval of the Board of Trustees of the Trust, selects Advisers for each Portfolio and supervises and monitors the performance of each Adviser.

The total amount of investment management fees payable by each Portfolio to the Manager may not be changed without shareholder approval.

Reich & Tang Asset Management, LLC ("Reich & Tang"), a registered investment adviser located at 600 Fifth Avenue, 8^th Floor, New York, New York 10020, serves as the Adviser to the U.S. Government Money Market Portfolio. Reich & Tang has been an investment adviser since 1970 and advises mutual funds, pension trusts, profit-sharing trusts and endowments. As of September 30, 2008, Reich & Tang had approximately $17 billion in assets under management.

Fox Asset Management LLC ("Fox"), a registered investment adviser, serves as Adviser to the Investment Quality Bond, Municipal Bond and Small Capitalization Portfolios. Fox was formed in 1985. Fox is 20% owned by employees, with a controlling interest held by Eaton Vance Corp. Fox is located at 331 Newman Springs Road, Suite 122, Red Bank, New Jersey 07701. As of September 30, 2009, assets under management by Fox were approximately $2.04 billion.

Loomis, Sayles & Company, L.P. (“Loomis Sayles”), a registered investment adviser, located at One Financial Center, Boston, Massachusetts 02111, serves as the Adviser to the Energy & Basic Materials Portfolio, Financial Services Portfolio and the Large Capitalization Growth Portfolio. Loomis Sayles advises institutional, high net worth and mutual fund clients. Loomis Sayles managed assets of approximately $138.9 billion as of September 30, 2009.

Columbus Circle Investors, a registered investment adviser, located at Metro Center, One Station Place Stamford, Connecticut 06902, serves as the Adviser to the Technology & Communications Portfolio. Principal Global Investors LLC, a wholly owned subsidiary of Principal Financial Group, Inc., has a majority interest in Columbus Circle Investors. Columbus Circle Investors provides investment management services to corporations, public funds, endowments and foundations, Taft-Hartley accounts, and healthcare organizations. As of September 30, 2009, Columbus Circle Investors had approximately $13.1 billion in assets under management.

Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”), a registered investment adviser located at 600 Travis, Suite 6300, Houston, Texas 77002-3071, serves as the Adviser to the Mid Capitalization Portfolio. With $4.4 billion of assets under management as of September 30, 2009, Vaughan Nelson provides investment services to foundations, endowments, institutions, corporate pension funds, mutual funds and families/individuals.

The Bank of New York Mellon, located at One Wall Street, 25th Floor, New York, New York 10286, is the custodian of the assets of the Trust.

Gemini Fund Services, LLC, located at 4020 South 147^th Street, Suite #2, Omaha, Nebraska 68137 serves as the Trust’s transfer agent.

Gemini Fund Services, LLC, located at 450 Wireless Blvd, Hauppauge, New York 11788, provides administrative (including custody administration) and fund accounting services to the Trust. As such, they manage the administrative affairs of the Trust, calculate the net asset value of the shares of each Portfolio, and create and maintain the Trust’s required financial records.

The price of shares of each Portfolio called "net asset value," is based on the value of the Portfolio’s investments.

The value of each Portfolio’s portfolio securities is based on the securities’ market price when available. When a market price is not readily available, including circumstances under which the Adviser determines that a security’s market price is not accurate, a portfolio security is valued by a pricing committee at its fair value, as determined under procedures established by the Trust’s Board of Trustees. In these cases, the Portfolio’s net asset value will reflect certain portfolio securities’ fair value rather than their market price.

All securities held by the U.S. Government Money Market Portfolio and debt securities with remaining maturities of sixty days or less at the time of purchase are valued at amortized cost. The amortized cost valuation method involves valuing a debt obligation in reference to its cost rather than market forces.

of specified thresholds), such securities will be valued at their fair value, as determined under procedures established by the Trust’s Board of Trustees. Securities also may be fair valued in the event of a development affecting a country or region or an issuer-specific development, which is likely to have changed the value of the security. To the extent the International Equity Portfolio, Health & Biotechnology Portfolio, Mid Capitalization Portfolio or Energy & Basic Materials Portfolio invests ETFs such Portfolio’s net asset value is calculated, in relevant part, based upon the net asset values of such ETFs (which are registered open-end management investment companies). The Prospectuses for these ETFs explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.

Purchase of shares of a Portfolio must be made through a Financial Intermediary having a sales agreement with Northern Lights Distributors, LLC, the Trust’s distributor (the "Distributor"), or directly through the Transfer Agent. Shares of a Portfolio are available to participants in Consulting Programs and to other investors and investment advisory services. Purchase requests received by the Trust in proper form prior to the close of regular trading on the NYSE will be effected at the net asset value per share determined on that day. Requests received after the close of regular trading will receive the net asset value per share determined on the following business day. A purchase order is deemed to be received by the Trust when it is received in good order by the Transfer Agent or by a Financial Intermediary, or a broker or intermediary designated by a Financial Intermediary, authorized to accept purchase orders on behalf of the Trust.

The Trust is designed to help investors to implement an asset allocation strategy to meet their individual needs as well as select individual investments within each asset category among the myriad choices available. The Trust offers several Classes of shares to investors designed to provide them with the flexibility of selecting an investment best suited to their needs. For more information regarding the purchase of shares, contact the Trust at 1-800-807-FUND.

Information regarding transaction processing and the establishment of new accounts should be sent to:

PURCHASE OF SHARES IN GOOD ORDER. All purchase requests directly through the Transfer Agent must be received by the transfer agent in “good order.” This means that your request must include:

Financial Intermediaries may charge a processing or service fee in connection with the purchase or redemption of Trust shares. The amount and applicability of such a fee is determined and disclosed to its customers by each individual Financial Intermediary. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in this Prospectus. Your Financial Intermediary will provide you with specific information about any processing or service fees you will be charged.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means to you: when you open an account we will ask your name, address, date of birth and other information that will allow us to identify you. If you are unable to verify your identity, we reserve the right to restrict additional transactions and/or liquidate your account at the next calculated net asset value after your account is closed (less any applicable sale/account charges and/or tax penalties) or take any other action required by law.

CONTINUOUS OFFERING. For Class B shares of the Trust, the minimum initial investment in the Trust is $10,000 and the minimum investment in any individual Portfolio (other than the U.S. Government Money Market Portfolio) is $250; there is no minimum investment for the U.S. Government Money Market Portfolio. For employees and relatives of: the Manager, firms distributing shares of the Trust, and the Trust service providers and their affiliates, the minimum initial investment is $1,000 with no individual Portfolio minimum. There is no minimum initial investment for employee benefit plans, mutual fund platform programs, supermarket programs, associations, and individual retirement accounts. The minimum subsequent investment in the Trust is $100 and there is no minimum subsequent investment for any Portfolio. The Trust reserves the right at any time to vary the initial and subsequent investment minimums.

The Trust offers an Automatic Investment Plan under which purchase orders of $100 or more may be placed periodically in the Trust. The purchase price is paid automatically from cash held in the shareholder’s designated account. For further information regarding the Automatic Investment Plan, shareholders should contact the Trust at 1-800-807-FUND (1-800-807-3863).

Generally, each Saratoga Portfolio reserves the right to reject any purchase requests, including exchanges from other Saratoga Portfolios that it regards as disruptive to efficient Portfolio management. A purchase request could be rejected because of, amongst other things, the timing or amount of the investment or because of a history of excessive trading by the investor.

Shares are sold at net asset value next determined without an initial sales charge so that the full amount of an investor’s purchase payment may be invested in the Trust. A CDSC, however, will be imposed on most shares redeemed within six years after purchase. The CDSC will be imposed on any redemption of shares if after such redemption the aggregate current value of an account with the Trust falls below the aggregate amount of the investor’s purchase payments for shares made during the six years preceding the redemption. For investments made prior to January 1, 2003, the CDSC is based upon the investors original purchase price, or the current net asset value of the shares that they redeem, whichever is lower. For investments that are made on or after January 1, 2003, the CDSC is based upon the investors original purchase price. In addition, shares are subject to an annual 12b-1 fee of 1.00% of the average daily net assets.

Certain shareholders may be eligible for CDSC waivers. Please see the information set forth below for specific eligibility requirements. You must notify your authorized Financial Intermediary or the Transfer Agent at the time a purchase order is placed that the purchase (or redemption) qualifies for a CDSC waiver. Similar notification must be made in writing when an order is placed by mail. The CDSC waiver will not be granted if: (i) notification is not furnished at the time of order; or (ii) a review of the records of the authorized dealer of the Portfolios’ shares or the Trust’s Transfer Agent does not confirm your represented holdings. In order to verify your eligibility, you may be required to provide account statements and/or confirmations regarding shares of a Portfolio or other Trust Portfolios.

Shares of the Trust which are held for six years or more after purchase will not be subject to any CDSC upon redemption. Shares redeemed earlier than six years after purchase may, however, be subject to a CDSC which will be a percentage of the dollar amount of shares redeemed and will be assessed on an amount equal to the lesser of the current market value or the cost of the shares being redeemed. The size of this percentage will depend upon how long the shares have been held, as set forth in the following tables:

CDSC WAIVERS. A CDSC will not be imposed on: (i) any amount which represents an increase in value of shares purchased within the six years preceding the redemption; (ii) the current net asset value of shares purchased more than six years prior to the redemption; and (iii) the current net asset value of shares purchased through reinvestment of dividends or distributions. Moreover, in determining whether a CDSC is applicable it will be assumed that amounts described in (i), (ii), and (iii) above (in that order) are redeemed first.

(1) redemptions of shares held at the time a shareholder dies or becomes disabled, only if the shares are: (a) registered either in the name of an individual shareholder (not a trust), or in the names of such shareholder and his or her spouse as joint tenants with right of survivorship; or (b) held in a qualified corporate or self-employed retirement plan, Individual Retirement Account ("IRA") or Custodial Account under Section 403(b)(7) of the Internal Revenue Code ("403(b) Custodial Account"), provided in either case that the redemption is requested within one year of the death or initial determination of disability;

(2) redemptions in connection with the following retirement plan distributions: (a) lump-sum or other distributions from a qualified corporate or self-employed retirement plan following retirement (or, in the case of a "key employee" of a "top heavy" plan, following attainment of age 59 1/2); (b) distributions from an IRA or 403(b) Custodial Account following attainment of age 70 1/2; or (c) a tax-free return of an excess contribution to an IRA;

(3) certain redemptions pursuant to the Portfolio’s Systematic Withdrawal Plan (see "Redemption of Shares—Systematic Withdrawal Plan").

With reference to (1) above, for the purpose of determining disability, the Distributor utilizes the definition of disability contained in Section 72(m)(7) of the Internal Revenue Code, which relates to the inability to engage in gainful employment. With reference to (2) above, the term "distribution" does not encompass a direct transfer of an IRA, 403(b) Custodial Account or retirement plan assets to a

successor custodian or trustee. All waivers will be granted only following receipt by the Distributor of written confirmation of the shareholder’s entitlement.

CONVERSION TO CLASS I SHARES. Class B shares will convert automatically 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 eight (8) years after the date of the original purchase, or if acquired through an exchange or a series of exchanges, from the date the original shares were purchased. The conversion of shares will take place in the month following the eighth anniversary of the purchase. There will also be converted at that time such proportion of shares acquired through automatic reinvestment of dividends and distributions owned by the shareholder as the total number of his or her shares converting at the time bears to the total number of outstanding shares purchased and owned by the shareholder.

Currently, the Class I share conversion is not a taxable event. The conversion feature may be canceled if it is deemed a taxable event in the future by the Internal Revenue Service.

The Portfolios have adopted a Plan of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”) with respect to the sale and distribution of shares of the Portfolios. The Plan provides that each Portfolio will pay the Distributor or other entities, including the Manager, a fee, which is accrued daily and paid monthly, at the annual rate of 1.00% of the average net assets. A portion of the fee payable pursuant to the Plan, equal to 0.25% of the average daily net assets, is currently characterized as a service fee as such term is defined under Rule 2830 of the Financial Industry Regulatory Authority (“FINRA”) Conduct Rules and it may be paid directly to the Manager or other entities for providing support services. A service fee is a payment made for personal service and/or the maintenance of shareholder accounts. The fee is treated by each Portfolio as an expense in the year it is accrued. Because the fee is paid out of each Portfolio’s assets on an ongoing basis, over time the fee may increase the costs of your investment and may cost you more than paying other types of service charges.

Additional amounts paid under the Plan are paid to the Distributor or other entities for services provided and the expenses borne by the Distributor and others in the distribution of the shares, including the payment of commissions for sales of the shares and incentive compensation to and expenses of dealers and others who engage in or support distribution of shares or who service shareholder accounts, including overhead and telephone expenses; printing and distribution of prospectuses and reports used in connection with the offering of the Portfolios’ shares to other than current shareholders; and preparation, printing and distribution of sales literature and advertising materials. In addition, the Distributor or other entities may utilize fees paid pursuant to the Plan to compensate dealers or other entities for their opportunity costs in advancing such amounts, which compensation would be in the form of a carrying charge on any unreimbursed expenses.

brokerage and administrative costs, incurring unwanted taxable gains, and forcing the Portfolios to hold excess levels of cash.

Short term trading strategies also present certain risks based on a Portfolio’s investment objective, strategies and policies. To the extent that a Portfolio invests substantially in foreign securities it is particularly susceptible to the risk that market timers may take advantage of time zone differences. The foreign securities in which a Portfolio invests may be traded on foreign markets that close well before the Portfolio calculates its net asset value. This gives rise to the possibility that developments may have occurred in the interim that would affect the value of these securities. A market timer may seek to capitalize on these time zone differences by purchasing shares of the Portfolio based on events occurring after foreign market closing prices are established, but before the Portfolio’s net asset value calculation, that are likely to result in higher prices in foreign markets the following day (“time zone arbitrage”). The market timer might redeem the Portfolio’s shares the next day when the Portfolio’s share price would reflect the increased prices in foreign markets, for a quick profit at the expense of long-term Portfolio shareholders.

The Trust discourages frequent purchases and redemptions of Portfolio shares by Portfolio shareholders and the Trust’s Board of Trustees has adopted policies and procedures with respect to such frequent purchases and redemptions. The Trust does not accommodate frequent purchases and sales by Portfolio shareholders. With the exception of the U.S. Government Money Market Portfolio, shareholders will be charged a redemption fee of 2% of the value of shares being redeemed, if shares are redeemed within 30 days of purchase. The Trust’s policies with respect to purchases, redemptions and exchanges of Portfolio shares are described in the “Summary of Trust Expenses,” “Purchase of Shares” and “Redemption of Shares” sections of this Prospectus. Except as described in these sections, the Trust’s policies regarding frequent trading of Portfolio shares are applied uniformly to all shareholders. The Trust requires all intermediaries to enforce all of the Trust’s policies contained in this Prospectus and in the Trust’s Statement of Additional Information. Omnibus accounts intermediaries generally do not identify customers’ trading activity to the Trust on an individual basis. The ability of the Trust to monitor exchanges made by the underlying shareholders in omnibus accounts, therefore, is severely limited. Consequently, the Trust must rely on the Financial Intermediary to monitor frequent short-term trading within the Portfolios by the Financial Intermediary’s customers. The Trust monitors enforcement by Financial Intermediaries, and if a Financial Intermediary fails to enforce the Trust’s restrictions, the Trust may take certain actions, including terminating the relationship. There can be no assurance that the Trust will be able to eliminate all market-timing activities.

regard may be made based on, amongst other things, the frequency or dollar amount of the previous exchanges or purchase or redemption transactions.

Shares of a Portfolio may be redeemed on any day that the Portfolio calculates its net asset value. Redemption requests received by the Trust in proper form prior to the close of regular trading on the NYSE will be effected at the net asset value per share determined on that day less the amount of any applicable CDSC. Redemption requests received by the Trust after the close of regular trading on the NYSE will be effected at the net asset value next determined less the CDSC. A redemption order is deemed to be received by the Trust when it is received in good order by the Transfer Agent or by a Financial Intermediary authorized to accept redemption orders on behalf of the Trust. A Portfolio is required to transmit redemption proceeds for credit to the shareholder’s account within seven days after receipt of a redemption request. However, payments for redemptions of shares purchased by check will not be transmitted until the check clears, which may take up to 15 days from the purchase date.

Redemption requests may be given to a Financial Intermediary having a selling agreement with the Distributor. The Financial Intermediary is responsible for transmitting such redemption requests to the Trust’s Transfer Agent. Redemption requests also may be given directly to the Transfer Agent, if the shareholder purchased shares directly through the Transfer Agent. In order to be effective, certain redemption requests of a shareholder may require the submission of documents commonly required to assure the safety of a particular account.

Written Redemption Requests. To redeem shares by mail, send a written redemption request in proper form to:

The Trust reserves the right to suspend the telephone redemption privileges with respect to your account if the names(s) or the address on the account has been changed within the previous 30 days. Neither the Trust, the Transfer Agent, nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expenses in acting on such telephone instructions and you will be required to bear the risk of any such loss. The Trust or the Transfer Agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Trust and/or the Transfer Agent do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.

Good Order. Your redemption request will be processed if it is in “good order.” To be in good order, the following conditions must be satisfied:

The request should be in writing indicating the number of shares or dollar amount to be redeemed;

The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and

6. Any redemption check that is being mailed to a different address than the address of record.

REDEMPTION FEE. You will be charged a redemption fee of 2% of the value of the shares being redeemed if you redeem your shares of a Portfolio (except for the U.S. Government Money Market Portfolio) within 30 days of purchase. The redemption fee is paid directly to the Portfolio from which the redemption is made and is designed to offset brokerage commissions, market impact, and other costs associated with short-term trading. For purposes of determining whether the redemption fee applies, the shares that were held the longest will be redeemed first. The redemption fee will not apply to shares that are sold which have been acquired through the reinvestment of dividends or distributions paid by the Portfolio.

Financial Intermediaries of omnibus accounts generally do not identify customers’ trading activity to the Trust on an individual basis. Therefore, the ability to monitor redemptions made by the underlying shareholders in omnibus accounts is severely limited. Consequently, the Trust must rely on the Financial Intermediary to monitor redemptions within the Trust’s Portfolios by the Financial Intermediary’s customers and to collect the Portfolios’ redemption fee from their customers. The Trust monitors enforcement by Financial Intermediaries, and if a Financial Intermediary fails to enforce the Trust’s restrictions, the Trust may take certain actions, including termination of the relationship.

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan (the "Withdrawal Plan") is available for shareholders. Any Portfolio from which redemptions will be made pursuant to the Plan will be referred to as a "SWP Portfolio". The Withdrawal Plan provides for monthly, quarterly, semi-annual or annual payments in any amount not less than $25, or in any whole percentage of the value of the SWP Portfolio’s shares, on an annualized basis. Any applicable CDSC will be imposed on shares redeemed under the Withdrawal Plan (see "Purchase of Shares"), except that the CDSC, if any, will be waived on redemptions under the Withdrawal Plan of up to 12% annually of the value of each SWP Portfolio account, based on the share values next determined after the shareholder establishes the Withdrawal Plan. Redemptions for which this CDSC waiver policy applies may be in amounts up to 1% per month, 3% per quarter, 6% semi-annually or 12% annually. Under this CDSC waiver policy, amounts withdrawn each period will be paid by first redeeming shares not subject to a CDSC because the shares were purchased by the reinvestment of dividends or capital gains distributions, the CDSC period has elapsed or some other waiver of the CDSC applies. If shares subject to a CDSC must be redeemed, shares held for the longest period of time will be redeemed first followed by shares held the next longest period of time until shares held the shortest period of time are redeemed. Any shareholder participating in the Withdrawal Plan will have sufficient shares redeemed

from his or her account so that the proceeds (net of any applicable CDSC) to the shareholder will be the designated monthly, quarterly, semi-annual or annual amount.

A shareholder may suspend or terminate participation in the Withdrawal Plan at any time. A shareholder who has suspended participation may resume payments under the Withdrawal Plan, without requiring a new determination of the account value for the 12% CDSC waiver. The Withdrawal Plan may be terminated or revised at any time by the Portfolios.

The addition of a new SWP Portfolio will not change the account value for the 12% CDSC waiver for the SWP Portfolios already participating in the Withdrawal Plan.

Withdrawal Plan payments should not be considered dividends, yields or income. If periodic Withdrawal Plan payments continuously exceed net investment income and net capital gains, the shareholder’s original investment will be correspondingly reduced and ultimately exhausted. Each withdrawal constitutes redemption of shares and any gain or loss realized must be recognized for federal income tax purposes. Shareholders should contact their dealer representative or the Manager for further information about the Withdrawal Plan.

INVOLUNTARY REDEMPTIONS. Due to the relatively high cost of maintaining small accounts, the Trust may redeem an account having a current value of $7,500 or less as a result of redemptions, but not as a result of a fluctuation in a Portfolio’s net asset value after the shareholder has been given at least 30 days in which to increase the account balance to more than that amount. Involuntary redemptions may result in the liquidation of Portfolio holdings at a time when the value of those holdings is lower than the investor’s cost of the investment or may result in the realization of taxable capital gains. No CDSC will be imposed on any involuntary redemption.

No CDSC is imposed at the time of any exchange of shares, although any applicable CDSC will be imposed upon ultimate redemption. The Trust may in the future offer an exchange feature involving shares of an unaffiliated fund group subject to receipt of appropriate regulatory relief.

An exchange of shares is treated for federal income tax purposes as a redemption (sale) of shares given in exchange by the shareholder, and an exchanging shareholder may, therefore, realize a taxable gain or loss in connection with the exchange. The exchange privilege is available to shareholders residing in any state in which Portfolio shares being acquired may be legally sold.

With regard to redemptions and exchanges made by telephone, the Distributor and the Trust’s Transfer Agent will request personal or other identifying information to confirm that the instructions received from shareholders or their account representatives are genuine. Calls may be recorded. If our lines are busy or you are otherwise unable to reach us by phone, you may wish to ask your investment representative for assistance or send us written instructions, as described elsewhere in this Prospectus. For your protection, we may delay a transaction or not implement one if we are not reasonably satisfied that the instructions are genuine. If this occurs, we will not be liable for any loss. The Distributor and the Transfer Agent also will not be liable for any losses if they follow instructions by phone that they reasonably believe are genuine or if an investor is unable to execute a transaction by phone.

Net investment income (i.e., income other than long and short-term capital gains) and net realized long and short-term capital gains will be determined separately for each Portfolio. Dividends derived from net investment income and distributions of net realized long and short-term capital gains paid by a Portfolio to a shareholder will be automatically reinvested (at current net asset value) in additional shares of that Portfolio (which will be deposited in the shareholder’s account) unless the shareholder instructs the Trust, in writing, to pay all dividends and distributions in cash. Dividends attributable to the net investment income of the U.S. Government Money Market Portfolio, the Municipal Bond Portfolio and the Investment Quality Bond Portfolio will be declared daily and paid monthly. Shareholders of those Portfolios receive dividends from the day following the purchase settlement up to and including the date of redemption settlement. Dividends attributable to the net investment income settlement of the remaining Portfolios are declared and paid at least annually. Distributions of any net realized long-term and short-term capital gains earned by a Portfolio will be made annually. Shares acquired by dividend and distribution reinvestment will not be subject to any CDSC and will be eligible for conversion on a pro rata basis.

The financial highlights tables are intended to help you understand each Portfolio’s financial performance for the periods shown. The total returns in the table represent the rate an investor would have earned or lost on an investment in each respective Portfolio (assuming reinvestment of all dividends and distributions).

The information for the U.S. Government Money Market Portfolio, Investment Quality Bond Portfolio, Municipal Bond Portfolio, Large Capitalization Value Portfolio, Large Capitalization Growth Portfolio, Small Capitalization Portfolio, International Equity Portfolio, Health & Biotechnology Portfolio, Technology & Communications Portfolio, Financial Services Portfolio, Energy & Basic Materials Portfolio, and the Mid Capitalization Portfolio for the fiscal years ended August 31, 2009, August 31, 2008, August 31, 2007, August 31, 2006 and August 31, 2005 has been audited by Tait, Weller and Baker LLP, whose report, along with the Portfolios’ financial statements are included in the Portfolios’ August 31, 2009 Annual Report, which is available upon request.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Large Cap Value Portfolio - Class B Shares


			Year Ended	Year Ended	Year Ended	Year Ended	Year Ended
			August 31,	August 31,	August 31,	August 31,	August 31,
			2009(1)	2008(1)	2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 11.90	$ 20.37	$ 18.79	$ 17.19	$ 15.68
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.10)	0.01	(0.07)	(0.09)	(0.14)
	Net realized and unrealized gain (loss)		(2.21)	(5.92)	1.71	1.69	1.65
	Total from investment operations		(2.31)	(5.91)	1.64	1.60	1.51
Dividends and Distributions:
	Dividends from net investment income		(0.19)	-	(0.06)	-	-
	Distributions from realized gains		-	(2.56)	-	-	-
	Total dividends and distributions		(0.19)	(2.56)	(0.06)	-	-

Net Asset Value, End of Year			$ 9.40	$ 11.90	$ 20.37	$ 18.79	$ 17.19

Total Return*			(18.93)%	(32.16)%	8.70%	9.31%	9.63%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 135	$ 286	$ 1,143	$ 2,123	$ 2,873
	Ratio of net operating expenses to
	average net assets		3.01%	2.58%	2.43%	2.52%	2.65%
	Ratio of net investment income (loss) to
	average net assets		(1.25)%	0.08%	(0.37)%	(0.49)%	(0.82)%
	Portfolio Turnover Rate		82%	182%	66%	49%	71%

		Large Cap Growth Portfolio - Class B Shares


			Year Ended	Year Ended	Year Ended	Year Ended	Year Ended
			August 31,	August 31,	August 31,	August 31,	August 31,
			2009(1)	2008(1)	2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 15.63	$ 15.82	$ 12.79	$ 13.40	$ 11.20
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.22)	(0.12)	(0.30)	(0.29)	(0.25)
	Net realized and unrealized gain (loss)		(4.33)	(0.07)	3.33	(0.32)	2.45
	Total from investment operations		(4.55)	(0.19)	3.03	(0.61)	2.20
Dividends and Distributions:
	Dividends from net investment income		-	-	-	-	-
	Distributions from realized gains		-	-	-	-	-
	Total dividends and distributions		-	-	-	-	-

Net Asset Value, End of Year			$ 11.08	$ 15.63	$ 15.82	$ 12.79	$ 13.40

Total Return*			(29.11)%	(1.20)%	23.69%	(4.55)%	19.64%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 97	$ 178	$ 198	$ 313	$ 423
	Ratio of net operating expenses to
	average net assets		2.92%	2.28%	2.53%	2.59%	2.74%
	Ratio of net investment income (loss) to
	average net assets		(2.13)%	(0.73)%	(2.07)%	(2.04)%	(2.05)%
	Portfolio Turnover Rate		200%	167%	104%	125%	147%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Mid Capitalization Portfolio - Class B Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 8.49	$ 9.69		$ 10.52	$ 12.55	$ 11.26
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.09)	(0.12)		(0.14)	(0.22)	(0.21)
	Net realized and unrealized gain (loss)		(1.40)	(0.30)		1.82	0.04	2.88
	Total from investment operations		(1.49)	(0.42)		1.68	(0.18)	2.67
Dividends and Distributions:
	Dividends from net investment income		-	-		-	-	-
	Distributions from realized gains		-	(0.78)		(2.51)	(1.85)	(1.38)
	Total dividends and distributions		-	(0.78)		(2.51)	(1.85)	(1.38)

Net Asset Value, End of Year			$ 7.00	$ 8.49		$ 9.69	$ 10.52	$ 12.55

Total Return*			(17.55)%	(4.53)%		17.97%	(1.61)%	24.30%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 119	$ 398		$ 1,687	$ 2,069	$ 3,075
	Ratio of net operating expenses to
	average net assets (3)		3.30%	2.51%	(2)	2.64%	3.00%	2.89%
	Ratio of net investment income (loss) to
	average net assets		(1.42)%	(1.36)%		(1.39)%	(1.98)%	(1.79)%
	Portfolio Turnover Rate		88%	89%		78%	130%	75%

		Small Cap Portfolio - Class B Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 7.42	$ 10.53		$ 11.73	$ 14.51	$ 12.22
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.04)	(0.07)		(0.10)	(0.19)	(0.23)
	Net realized and unrealized gain (loss)		(1.59)	(0.27)		1.41	0.91	2.53
	Total from investment operations		(1.63)	(0.34)		1.31	0.72	2.30
Dividends and Distributions:
	Dividends from net investment income		-	-		-	-	-
	Distributions from realized gains		(0.86)	(2.77)		(2.51)	(3.50)	(0.01)
	Total dividends and distributions		(0.86)	(2.77)		(2.51)	(3.50)	(0.01)

Net Asset Value, End of Year			$ 4.93	$ 7.42		$ 10.53	$ 11.73	$ 14.51

Total Return*			(20.08)%	(3.47)%		12.21%	5.97%	18.86%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 52	$ 106		$ 262	$ 363	$ 432
	Ratio of net operating expenses to
	average net assets		3.23%	2.73%		2.32%	2.85%	2.85%
	Ratio of net investment income (loss) to
	average net assets		(0.96)%	(0.79)%		(0.86)%	(1.53)%	(1.68)%
	Portfolio Turnover Rate		77%	58%		42%	35%	17%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) During the year ended August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 2.50% for the same period for the Mid Capitalization Portfolio.
(3) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Mid Cap Portfolio: 3.30% for the year ended August 31, 2009; 2.51% for the year ended August 31, 2008; 2.64% for the year ended August 31, 2007; 3.06% for the year ended August 31, 2006; and 2.89% for the year ended August 31, 2005.

* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		International Equity Portfolio - Class B Shares


			Year Ended		Year Ended		Year Ended	Year Ended	Year Ended
			August 31,		August 31,		August 31,	August 31,	August 31,
			2009(1)		2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 11.37		$ 13.69		$ 12.14	$ 9.99	$ 8.33
Income (Loss) from Investment Operations:
	Net investment income (loss)		0.05		(0.04)		(0.01)	(0.08)	(0.04)
	Net realized and unrealized gain (loss)		(2.42)		(2.28)		1.56	2.23	1.70
	Total from investment operations		(2.37)		(2.32)		1.55	2.15	1.66
Dividends and Distributions:
	Dividends from net investment income		(0.14)		-		-	-	-
	Distributions from realized gains		-		-		-	-	-
	Total dividends and distributions		(0.14)		-		-	-	-

Net Asset Value, End of Year			$ 8.86		$ 11.37		$ 13.69	$ 12.14	$ 9.99

Total Return*			(20.49)%		(16.95)%		12.77%	21.52%	19.93%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 31		$ 53		$ 120	$ 151	$ 150
	Ratio of net operating expenses to
	average net assets		3.05%		2.97%		2.82%	2.91%	3.00%
	Ratio of net investment income (loss) to
	average net assets		0.59%		(0.27)%		(0.40)%	(0.73)%	(0.43)%
	Portfolio Turnover Rate		52%		70%		83%	69%	74%

		Health & Biotechnology Portfolio - Class B Shares


			Year Ended		Year Ended		Year Ended	Year Ended	Year Ended
			August 31,		August 31,		August 31,	August 31,	August 31,
			2009(1)		2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 13.29		$ 13.81		$ 12.69	$ 13.80	$ 12.11
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.24)		(0.30)		(0.29)	(0.35)	(0.25)
	Net realized and unrealized gain (loss)		-		(0.22)		1.41	(0.76)	1.94
	Total from investment operations		(0.24)		(0.52)		1.12	(1.11)	1.69
Dividends and Distributions:
	Dividends from net investment income		-		-		-	-	-
	Distributions from realized gains		-		-		-	-	-
	Total dividends and distributions		-		-		-	-	-

Net Asset Value, End of Year			$ 13.05		$ 13.29		$ 13.81	$ 12.69	$ 13.80

Total Return*			(1.81)%		(3.77)%		8.83%	(8.04)%	13.95%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 506		$ 2,516		$ 11,159	$ 15,518	$ 23,626
	Ratio of net operating expenses to
	average net assets (3)		3.48%	(2)	3.30%	(2)	3.13%	3.30%	3.30%
	Ratio of net investment income (loss) to
	average net assets		(2.19)%		(2.26)%		(2.15)%	(2.60)%	(2.00)%
	Portfolio Turnover Rate		27%		15%		25%	16%	111%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) During the years ended August 31, 2009 and August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 3.46% and 3.08% respectively for the same periods for the Health & Biotechnology Portfolio.
(3) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Health & Biotechnology Portfolio: 3.48% for the year ended August 31, 2009; 3.30% for the year ended August 31, 2008; 3.13% for the year ended August 31, 2007; 3.38% for the year ended August 31, 2006; and 3.44% for the year ended August 31, 2005.

* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Technology & Communications Portfolio - Class B Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 8.22	$ 9.20		$ 6.94	$ 7.09	$ 5.43
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.19)	(0.24)		(0.22)	(0.21)	(0.16)
	Net realized and unrealized gain (loss)		(0.86)	(0.74)		2.48	0.06	1.82
	Total from investment operations		(1.05)	(0.98)		2.26	(0.15)	1.66
Dividends and Distributions:
	Dividends from net investment income		-	-		-	-	-
	Distributions from realized gains		-	-		-	-	-
	Total dividends and distributions		-	-		-	-	-

Net Asset Value, End of Year			$ 7.17	$ 8.22		$ 9.20	$ 6.94	$ 7.09

Total Return*			(12.77)%	(10.65)%		32.56%	(2.12)%	30.57%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 340	$ 999		$ 6,562	$ 8,097	$ 10,953
	Ratio of net operating expenses to
	average net assets (3)		3.75%	3.30%	(2)	3.22%	3.30%	3.30%
	Ratio of net investment income (loss) to
	average net assets		(3.25)%	(2.64)%		(2.73)%	(2.88)%	(2.45)%
	Portfolio Turnover Rate		279%	314%		163%	99%	70%

		Energy & Basic Materials Portfolio - Class B Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 24.87	$ 32.47		$ 28.20	$ 26.14	$ 17.38
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.20)	(0.64)		(0.67)	(0.60)	(0.45)
	Net realized and unrealized gain (loss)		(10.29)	3.89		5.86	3.02	9.21
	Total from investment operations		(10.49)	3.25		5.19	2.42	8.76
Dividends and Distributions:
	Dividends from net investment income		-	-		-	-	-
	Distributions from realized gains		(5.50)	(10.85)		(0.92)	(0.36)	-
	Total dividends and distributions		(5.50)	(10.85)		(0.92)	(0.36)	-

Net Asset Value, End of Year			$ 8.88	$ 24.87		$ 32.47	$ 28.20	$ 26.14

Total Return*			(35.74)%	9.57%		18.85%	9.26%	50.40%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 159	$ 1,278		$ 2,444	$ 3,536	$ 3,922
	Ratio of net operating expenses to
	average net assets (5)		3.69%	3.30%	(4)	3.30%	3.30%	3.30%
	Ratio of net investment income (loss) to
	average net assets		(1.85)%	(2.23)%		(2.27)%	(2.10)%	(2.15)%
	Portfolio Turnover Rate		130%	139%		87%	34%	65%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) During the year ended August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 2.98% for the same period for the Technology & Communications Portfolio.
(3) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Technology & Communications Portfolio: 4.31% for the year ended August 31, 2009; 3.30% for the year ended August 31, 2008; 3.22% for the year ended August 31, 2007; 3.73% for the year ended August 31, 2006; and 3.69% for the year ended August 31, 2005.
(4) During the year ended August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 3.24% for the same period for the Energy & Basic Materials Portfolio.
(5) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Energy & Basic Materials Portfolio: 3.92% for the year ended August 31, 2009; 3.30% for the year ended August 31, 2008; 3.31% for the year ended August 31, 2007; 3.41% for the year ended August 31, 2006; and 3.93% for the year ended August 31, 2005.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Financial Services Portfolio - Class B Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 7.82	$ 11.26		$ 12.79	$ 12.15	$ 11.36
Income (Loss) from Investment Operations:
	Net investment income (loss)		(0.05)	(0.10)		(0.19)	(0.09)	(0.23)
	Net realized and unrealized gain (loss)		(2.04)	(2.19)		0.89	1.60	1.71
	Total from investment operations		(2.09)	(2.29)		0.70	1.51	1.48
Dividends and Distributions:
	Dividends from net investment income		-	-		-	-	-
	Distributions from realized gains		-	(1.15)		(2.23)	(0.87)	(0.69)
	Total dividends and distributions		-	(1.15)		(2.23)	(0.87)	(0.69)

Net Asset Value, End of Year			$ 5.73	$ 7.82		$ 11.26	$ 12.79	$ 12.15

Total Return*			(26.73)%	(22.48)%		4.13%	12.61%	12.94%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 11	$ 177		$ 589	$ 894	$ 1,143
	Ratio of net operating expenses to
	average net assets (2)		3.57%	3.30%		3.30%	3.30%	3.30%
	Ratio of net investment income (loss) to
	average net assets		(0.87)%	(1.03)%		(1.49)%	(0.74)%	(1.92)%
	Portfolio Turnover Rate		92%	87%		92%	159%	150%

		Investment Quality Bond Portfolio - Class B Shares


			Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
			August 31,	August 31,		August 31,	August 31,	August 31,
			2009(1)	2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 9.90	$ 9.75		$ 9.68	$ 9.90	$ 10.17
Income (Loss) from Investment Operations:
	Net investment income (loss)		0.17	0.26		0.24	0.20	0.17
	Net realized and unrealized gain (loss)		0.27	0.16		0.06	(0.16)	(0.09)
	Total from investment operations		0.44	0.42		0.30	0.04	0.08
Dividends and Distributions:
	Dividends from net investment income		(0.18)	(0.27)		(0.23)	(0.20)	(0.17)
	Distributions from realized gains		-	-		-	(0.06)	(0.18)
	Total dividends and distributions		(0.18)	(0.27)		(0.23)	(0.26)	(0.35)

Net Asset Value, End of Year			$ 10.16	$ 9.90		$ 9.75	$ 9.68	$ 9.90

Total Return*			4.47%	4.27%		3.14%	0.40%	0.75%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 22	$ 68		$ 98	$ 54	$ 77
	Ratio of net operating expenses to
	average net assets (4)		2.63%	2.40%	(3)	2.40%	2.40%	2.40%
	Ratio of net investment income (loss) to
	average net assets		1.72%	2.64%		2.41%	2.05%	1.71%
	Portfolio Turnover Rate		45%	39%		49%	35%	50%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Financial Services Portfolio: 4.95% for the year ended August 31, 2009; 4.27% for the year ended August 31, 2008; 4.42% for the year ended August 31, 2007; 4.37% for the year ended August 31, 2006; and 4.72% for the year ended August 31, 2005.
(3) During the year ended August 31, 2008, the Manager recaptured previously waived/reimbursed expenses. The ratio of expenses to average net assets excluding the effect of any recapture was 2.39% for the same period for the Investment Quality Bond Portfolio.
(4) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Investment Quality Bond Portfolio: 2.63% for the year ended August 31, 2009; 2.40% for the year ended August 31, 2008; 2.50% for the year ended August 31, 2007; 2.66% for the year ended August 31, 2006; and 2.78% for the year ended August 31, 2005.

* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

		Municipal Bond Portfolio - Class B Shares


			Year Ended		Year Ended		Year Ended	Year Ended	Year Ended
			August 31,		August 31,		August 31,	August 31,	August 31,
			2009(1)		2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 9.97		$ 10.03		$ 10.22	$ 10.44	$ 10.53
Income (Loss) from Investment Operations:
	Net investment income (loss)		0.15		0.22		0.22	0.22	0.21
	Net realized and unrealized gain (loss)		(0.14)		0.00	**	(0.18)	(0.19)	(0.01)
	Total from investment operations		0.01		0.22		0.04	0.03	0.20
Dividends and Distributions:
	Dividends from net investment income		(0.15)		(0.22)		(0.22)	(0.22)	(0.21)
	Distributions from realized gains		(0.11)		(0.06)		(0.01)	(0.03)	(0.08)
	Total dividends and distributions		(0.26)		(0.28)		(0.23)	(0.25)	(0.29)

Net Asset Value, End of Year			$ 9.72		$ 9.97		$ 10.03	$ 10.22	$ 10.44

Total Return*			0.14%		2.21%		0.43%	0.30%	1.97%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 57		$ 55		$ 56	$ 117	$ 69
	Ratio of net operating expenses to
	average net assets (2)		2.79%		2.40%		2.40%	2.40%	2.40%
	Ratio of net investment income (loss) to
	average net assets		1.55%		2.18%		2.21%	2.17%	2.03%
	Portfolio Turnover Rate		26%		3%		33%	19%	25%

		U.S. Government Money Market Portfolio - Class B Shares


			Year Ended		Year Ended		Year Ended	Year Ended	Year Ended
			August 31,		August 31,		August 31,	August 31,	August 31,
			2009(1)		2008(1)		2007(1)	2006(1)	2005(1)
Net Asset Value, Beginning of Year			$ 1.00		$ 1.00		$ 1.00	$ 1.00	$ 1.00
Income (Loss) from Investment Operations:
	Net investment income (loss)		0.00	**	0.02		0.04	0.03	0.01
	Net realized and unrealized gain (loss)		-		-		-	-	-
	Total from investment operations		0.00	**	0.02		0.04	0.03	0.01
Dividends and Distributions:
	Dividends from net investment income		(0.00)	**	(0.02)		(0.04)	(0.03)	(0.01)
	Distributions from realized gains		-		-		-	-	-
	Total dividends and distributions		(0.00)	**	(0.02)		(0.04)	(0.03)	(0.01)

Net Asset Value, End of Year			$ 1.00		$ 1.00		$ 1.00	$ 1.00	$ 1.00

Total Return*			0.10%		2.07%		4.12%	3.33%	1.28%
Ratios and Supplemental Data:
	Net assets, end of period (000s)		$ 106		$ 121		$ 142	$ 194	$ 205
	Ratio of net operating expenses to
	average net assets (3)		0.70%	(4)	1.25%		2.25%	2.25%	2.25%
	Ratio of net investment income (loss) to
	average net assets		0.09%		2.27%		4.07%	3.25%	1.27%
	Portfolio Turnover Rate		N/A		N/A		N/A	N/A	N/A
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
(2) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the Municipal Bond Portfolio: 2.91% for the year ended August 31, 2009; 2.73% for the year ended August 31, 2008; 2.60% for the year ended August 31, 2007; 3.16% for the year ended August 31, 2006; and 3.09% for the year ended August 31, 2005.
(3) Before the application of any fees waived or reimbursed by Saratoga Capital Management, LLC, the ratios of net operating expenses to average daily net assets would have been as follows for the U.S. Government Money Market Portfolio: 2.33% for the year ended August 31, 2009; 2.35% for the year ended August 31, 2008; 2.38% for the year ended August 31, 2007; 2.65% for the year ended August 31, 2006; and 2.73% for the year ended August 31, 2005.
(4) During the year ended August 31, 2009, the U.S. Government Money Market Portfolio incurred expenses associated with participation in the U.S. Department of the Treasury's Temporary Guarantee Program for Money Market Funds. The ratio of net operating expenses to average daily net assets including these expenses was 0.79%.

* Assumes reinvestment of all dividends and distributions and does not assume the effects of any sales charges. Aggregate (not annualized) total return is shown for any period shorter than one year. Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of shares.

** Per share amount represents less than $0.01 per share.

Additional information about each Portfolio’s investments is available in the Trust’s Annual and Semi-Annual Reports to Shareholders. In the Trust’s Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected each Portfolio’s performance during its last fiscal year. The Trust’s Statement of Additional Information also provides additional information about each Portfolio. The Statement of Additional Information is incorporated herein by reference (legally is part of this Prospectus). For a free copy of the Annual Report, the Semi-Annual Report or the Statement of Additional Information, to request other information about the Trust, or to make shareholder inquiries, please call: 1-(800) 807-FUND.

Information about the Trust, including the Annual and Semi-Annual Reports and the Statement of Additional Information, can be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information about the Reference Room’s operations may be obtained by calling the SEC at (202) 551-8090. Reports and other information about the Trust are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, DC 20549-1520.

The Saratoga Advantage Trust is a mutual fund company comprised of 12 separate mutual fund portfolios, each with its own distinctive investment objectives and policies.

The Portfolios are managed by Saratoga Capital Management, LLC (the "Manager"). Each Portfolio is advised by an Investment Adviser selected and supervised by the Manager.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The U.S. Government Money Market Portfolio seeks to provide maximum current income to the extent consistent with the maintenance of liquidity and the preservation of capital.

U.S. treasury bills, notes and bonds, all of which are direct obligations of the U.S. Government.

Securities issued by agencies and instrumentalities, which are not backed by the full faith and credit of the United States, but whose issuing agency or instrumentality has the right to borrow from the U.S. Department of the Treasury (the “Treasury”) to meet its obligations. Among these agencies and instrumentalities are the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal Home Loan Bank. Fannie Mae and Freddie Mac each may borrow from the Treasury to meet its obligations, but the Treasury is under no obligation to lend to Fannie Mae or Freddie Mac. In September 2008, the Treasury announced that the government would be taking over Fannie Mae and Freddie Mac and placing the companies into a conservatorship.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“ FDIC”) or any other government agency. Although the Portfolio seeks to preserve the value of your investment at $1.00 per share, if it is unable to do so, it is possible to lose money by investing in this Portfolio.

This bar chart shows how the performance of the Portfolio’s Class C shares has varied from year to year over the past ten calendar years. It does not reflect the deduction of sales charges. If these amounts were reflected, returns would be less than shown.

During the period shown in the bar chart, the highest return for a calendar quarter was 1.17% (quarter ended December 31, 2000) and the lowest return for a calendar quarter was 0.00% (quarter ended June 30, 2003). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class C shares was 0.01%.

The following table compares the average annual total returns of the Class C shares of the Portfolio with those of a broad measure of market performance over time, as well as with an Index of funds with similar investment objectives. The returns assume that you sold the shares at the end of each period and you were charged a contingent deferred sales charge. Of course, if you did not sell your shares at the end of the period, your return would be higher. You may obtain the Portfolio’s current 7-day yield by calling toll free 1-800-807-FUND.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class C Shares as described under "contingent deferred sales charge."

The Lipper U.S. Treasury Money Market Index consists of the 30 largest mutual funds that invest principally in U.S. Treasury obligations with dollar-weighted average maturities of less than 90 days. These funds intend to keep a constant net asset value. Indexes are not managed, and it is not possible to invest directly in an Index.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the “Summary of Trust Expenses” section.

The Investment Quality Bond Portfolio seeks current income and reasonable stability of principal.

The Investment Quality Bond Portfolio is advised by Fox Asset Management LLC (“Fox”). The Portfolio is managed by a management team consisting of portfolio managers and analysts and is led by Douglas Edler, CFA, who leads the fixed-income effort at Fox, and William Howarth, Assistant Lead Manager of Fixed Income at Fox. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are Mr. Edler, William Dodge, CFA and Mr. Howarth. Mr. Edler is a Managing Director of Fox, which he joined Fox in 1999 from J.P. Morgan & Co. Inc., where he co-managed that firm’s proprietary fixed income investment portfolio. Mr. Dodge is CEO/CIO and President of Fox. Prior to joining Fox, Mr. Dodge founded and operated Nine Gates Capital from 2003 to 2005. Mr. Howarth is a Principal of Fox, which he joined in 2006. Prior to joining Fox, Mr. Howarth was a Senior Portfolio Manager, Taxable Fixed Income-Corporate Sector Specialist at The Dreyfus Corporation for 13 years.

The Portfolio will normally invest at least 80% of its assets in investment grade fixed-income securities, mortgage pass-through securities or non-rated securities considered by the Adviser to be of comparable quality. In deciding which securities to buy, hold or sell, the Adviser considers economic developments, interest rate trends and other factors such as the issuer’s creditworthiness. The average maturity of the securities held by the Portfolio may range from three to ten years.

Mortgage pass-through securities are mortgage-backed securities that represent a participation interest in a pool of residential mortgage loans originated by the U.S. Government or private lenders such as banks. They differ from conventional debt securities, which provide for periodic payment of interest in fixed amounts and principal payments at maturity or on specified call dates. Mortgage pass-through securities provide for monthly payments that are a “pass-through” of the monthly interest and principal payments made by the individual borrowers on the pooled mortgage loans.

mortgage banks. Since private mortgage pass-through securities typically are not guaranteed by an entity having the credit status of a U.S. government agency, the securities generally are structured with one or more type of credit enhancement.

In addition, the Portfolio may invest up to 5% of its net assets in fixed-income securities rated lower than investment grade.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

Investments in mortgage-backed securities are made based upon, among other things, expectations regarding the rate of prepayments on underlying mortgage pools. Rates of prepayment faster or slower than expected by the Adviser could reduce the Portfolio’s yield, increase the volatility of the Portfolio and/or cause a decline in net asset value. Certain mortgage-backed securities may be more volatile and less liquid than other traditional types of debt securities.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

During the periods shown in the bar chart, the highest return for a calendar quarter was 4.28% (quarter ended September 30, 2002) and the lowest return for a calendar quarter was –2.00% (quarter ended June 30, 2004). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class C shares was 4.21%.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class C shares as described under "Contingent Deferred Sales Charge."

The Barclays Intermediate U.S. Government/Credit Bond Index is composed of the bonds in the Barclays Intermediate U.S. Government/Credit Bond Index that have maturities between 1 and 9.99 years. The Barclays Intermediate U.S. Government/ Credit Bond Index consists of approximately 5,400 issues. The securities must be investment grade (Baa or higher) with amounts outstanding in excess of $1 million and have at least one year to maturity. The Barclays Intermediate U.S. Government/ Credit Bond Index is an unmanaged Index. Unlike the returns for the Portfolio, the returns for the Index do not include fees and expenses. Such costs would lower performance. Investors may not invest directly in the Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Municipal Bond Portfolio is advised by Fox. The Portfolio is managed by a management team consisting of portfolio managers and analysts and is led by Douglas Edler, CFA, who leads the fixed-income effort at Fox, and William Howarth, Assistant Lead Manager of Fixed Income. The members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are Mr. Edler, William Dodge, CFA and Mr. Howarth. Mr. Edler is a Managing Director of Fox, which he joined Fox in 1999 from J.P. Morgan & Co. Inc., where he co-managed that firm’s proprietary fixed income investment portfolio. Mr. Dodge is CEO/CIO and President of Fox. Prior to joining Fox, Mr. Dodge founded and operated Nine Gates Capital from 2003 to 2005. Mr. Howarth is a Principal of Fox, which he joined in 2006. Prior to joining Fox, Mr. Howarth was a Senior Portfolio Manager, Taxable Fixed Income-Corporate Sector Specialist at The Dreyfus Corporation for 13 years.

As a matter of fundamental policy, the Portfolio will normally invest at least 80% of its total assets in securities that pay interest exempt from federal income taxes. The Portfolio’s Adviser generally invests the Portfolio’s assets in municipal obligations. There are no maturity limitations on the Portfolio’s securities. Municipal obligations are bonds, notes or short-term commercial paper issued by state governments, local governments, and their respective agencies. In pursuing the Portfolio’s investment objective, the Adviser has considerable leeway in deciding which investments it buys, holds or sells on a day-to-day basis. The Portfolio will invest primarily in municipal bonds rated within the four highest grades by Moody’s Investors Service, Inc. ("Moody’s"), Standard & Poor’s Corporation ("S&P"), or Fitch IBCA, Inc. ("Fitch") or, if not rated, of comparable quality in the opinion of the Adviser. The Portfolio may invest without limit in municipal obligations that pay interest income subject to the "alternative income tax," although it does not currently expect to invest more than 20% of its total assets in such instruments. Some shareholders may have to pay tax on distributions of this income.

Municipal bonds, notes and commercial paper are commonly classified as either "general obligation" or "revenue." General obligation bonds, notes and commercial paper are secured by the issuer’s faith and credit, as well as its taxing power, for payment of principal and interest. Revenue bonds, notes and commercial paper, however, are generally payable from a specific source of income. They are issued to fund a wide variety of public and private projects in sectors such as transportation, education and industrial development. Included within the revenue category are participations in lease obligations. The Portfolio’s municipal obligation investments may include zero coupon securities, which are purchased at a discount and make no interest payments until maturity.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

During the period shown in the bar chart, the highest return for a calendar quarter was 5.33% (quarter ended December 31, 2000) and the lowest return for a calendar quarter was -2.69% (quarter ended June 30, 2004). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class C shares was 7.37%.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class C shares as described under "Contingent Deferred Sales Charge."

The Barclays Municipal Bond Index consists of approximately 25,000 municipal bonds, which are selected to be representative of the long-term, investment grade tax-exempt bond market. The bonds selected for the Index have the following characteristics: a minimum credit rating of at least Baa; an original issue of at least $50 million; at least $3 million of the issue outstanding; issued within the last five years; and a maturity of at least one year. The Lehman Barclays Index is an unmanaged Index. Unlike the returns for the Portfolio, the returns for the Index do not include fees and expenses. Such costs would lower performance. Investors may not invest directly in an Index.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Large Capitalization Value Portfolio seeks total return consisting of capital appreciation and dividend income.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

CONVERTIBLE SECURITIES. The Portfolio’s investments in convertible securities subject the Portfolio to the risks associated with both fixed-income securities and common stocks. To the extent that a convertible security’s investment value is greater than its conversion value, its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments, including the risks associated with stock index futures contracts and options. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

During the period shown in the bar chart, the highest return for a calendar quarter was 15.57% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -24.30% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class C shares was 30.32%.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class C shares as described under "Contingent Deferred Sales Charge."

The Morningstar Large Value Average (“Large Value Average”), as of December 31, 2008, consisted of 1,433 mutual funds comprised of large market capitalization value stocks. The Large Value Average is not managed, and it is not possible to invest directly in the Large Value Average.

The table above shows after-tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates during the period shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns are not relevant to investors who hold their Portfolio shares through tax deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns may be higher than before-tax returns due to an assumed benefit from capital losses that would have been realized had Portfolio shares been sold at the end of the relevant periods. The Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future.

For a description of the fees and expenses that you may pay if you buy and hold shares of the Portfolio, see the "Summary of Trust Expenses" section.

The Portfolio will normally invest at least 80% of its total assets in a portfolio of equity securities issued by U.S. issuers with total market capitalizations of $5 billion or more. Equity securities include common stocks, preferred stocks, securities convertible into common stocks, and warrants. The Portfolio generally concentrates its holdings in a relatively small number of companies. The Adviser uses a research-based, bottom-up investment process, executed in a disciplined manner to select investments for the Portfolio. In deciding which securities to buy, hold or sell, the Adviser evaluates the following factors, which it believes determines the attractiveness of future growth potential: (i) earnings per share growth rates; (ii) revenue growth; (iii) earnings estimates revisions; (iv) valuation using discounted cash flow analysis; (v) competitive advantage; (vi) management quality; and (vii) business strategy. Under adverse market conditions, the Portfolio may also make temporary investments in investment grade debt securities. Such investment strategies could result in the Portfolio not achieving its investment objective.

The 80% investment restriction noted above is non-fundamental, but requires 60 days’ prior written notice to shareholders before it can be changed.

company's capital structure in terms of priority to corporate income and liquidation payments and, therefore, will be subject to greater credit risk than preferred stock or debt instruments.

The frequency of a Portfolio’s transactions will vary from year to year. Increased portfolio turnover may result in higher brokerage commissions, dealer mark-ups and other transaction costs and may result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in a Portfolio’s performance.

OTHER RISKS. The performance of the Portfolio also will depend on whether the Adviser is successful in pursuing the Portfolio’s investment strategy. In addition, the Portfolio is subject to other risks from its permissible investments. For information about these risks, see the "Additional Risk Information" section.

Shares of the Portfolio are not bank deposits and are not guaranteed or insured by the FDIC or any other government agency.

During the period shown in the bar chart, the highest return for a calendar quarter was 24.92% (quarter ended December 31, 1999) and the lowest return for a calendar quarter was -27.07% (quarter ended December 31, 2008). For the period January 1, 2009 through September 30, 2009, the return for the Portfolio’s Class C shares was 24.57%.

The returns for all periods indicated reflect the imposition of a contingent deferred sales charge assessed on Class C shares as described under "Contingent Deferred Sales Charge."

The S&P 500^®/Citigroup Growth Index, a broad, unmanaged, market-capitalization weighted Index which is the successor to the S&P 500^®/BARRA Growth Index, uses a multifactor methodology to score constituents, which are weighted according to market cap and classified as growth, value, or a mix of growth and value. The S&P 500^®/Citigroup Growth Index does not include fees and expenses, and investors may not invest directly in the Index.