THE SARATOGA ADVANTAGE TRUST ASSIGNMENT AND ASSUMPTION AGREEMENT

THE SARATOGA ADVANTAGE TRUST

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of this 3rd day of August 2017 by and between Ascent Investment Advisors, LLC, a Colorado limited liability company (“Ascent”) and Xxxxx Alpha Advisors, LLC, a New York limited liability company (“Xxxxx Alpha Advisors”), and is acknowledged by The Saratoga Advantage Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

WITNESSETH  THAT:

WHEREAS, Ascent and Ranger Global Real Estate Advisors, LLC (“Ranger”) are parties to an Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) with respect to Xxxxx Alpha Global Real Estate Investments Portfolio, a series of the Trust (the “Portfolio”); and

WHEREAS, Ascent has informed the Trust that Ascent no longer intends to provide investment management services to the Portfolio under the Sub-Advisory Agreement and that Ascent wishes to assign all of its duties and obligations under the Sub-Advisory Agreement to Xxxxx Alpha Advisors and have Xxxxx Alpha Advisors assume the role of investment manager to the Portfolio; and

WHEREAS, Xxxxx Alpha Advisors has indicated its willingness to accept such assignment and to assume Ascent’s duties and obligations under the Sub-Advisory Agreement between Ascent and Ranger; and

WHEREAS, Xxxxx Alpha Advisors possesses the personnel, resources and expertise necessary in order to serve as investment manager to the Portfolio; and

WHEREAS, certain employees of Ascent currently having responsibility for the investment management and oversight of the Portfolio are employees of Xxxxx Alpha Advisors; and

WHEREAS, Ascent and Xxxxx Alpha Advisors are deemed to be affiliates of one another for purposes of the 1940 Act due to the fact that they are under the common control of Xxxxx Alpha Holdings, LLC, and the assignment contemplated hereunder is being made in reliance upon Rule 2a-6 under the 1940 Act; and

WHEREAS, at a meeting of the Board of Trustees of the Trust (the “Board”) held on July 28, 2017, the Portfolio was approved by action of the Board to be added to the Sub-Advisory Agreement in connection with the assignment and assumption contemplated herein with respect to the Portfolio;

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. ASSIGNMENT. Ascent hereby assigns to Xxxxx Alpha Advisors all of Ascent’s duties and obligations with respect to the provision of investment management services to the Portfolio under the Sub-Advisory Agreement.

2. ASSUMPTION. Xxxxx Alpha Advisors, intending to be legally bound, hereby agrees to assume all of the duties and obligations of Ascent with respect to the provision of investment management services to the Portfolio as applicable to Ascent under the Sub-Advisory Agreement and accepts the responsibilities and agrees to perform all such services required in connection with the Portfolio.

3. REPRESENTATIONS OF ASCENT. Ascent represents and warrants that: (i) all action required of Ascent to assign its duties and obligations under the Sub-Advisory Agreement with respect to the provision of investment management services to the Portfolio has been taken, and (ii) this Agreement creates a valid and binding agreement enforceable against Ascent in accordance with its terms.

4. REPRESENTATIONS OF XXXXX ALPHA ADVISORS. Xxxxx Alpha Advisors represents and warrants that: (i) Xxxxx Alpha Advisors is registered as an investment adviser with the U. S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and its registration is currently in full force and effect; (ii) Xxxxx Alpha Advisors is capable and is legally empowered to assume the duties and obligations being assigned to it hereunder; (iii) all action required of Xxxxx Alpha Advisors to assume the duties and obligations being assigned to it hereunder has been taken, and (iv) this Agreement

creates a valid and binding agreement enforceable against Xxxxx Alpha Advisors in accordance with its terms.

5. GOVERNING LAW. This Agreement shall be governed by and enforced in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Ascent and Xxxxx Alpha Advisors hereby execute this Agreement as of the day and year first above written.

	Ascent Investment Advisors, LLC
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	President
	Xxxxx Alpha Advisors, LLC
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Chief Executive Officer

Acknowledged by:

The Saratoga Advantage Trust

By:   /s/ Xxxxx X. Xxxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxxx

Title: Chairman, President & CEO