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 1st day of November, 2015 by and between Xxxxx Alpha Management, LLC, a Delaware limited liability company (“Xxxxx Alpha Management”) and Xxxxx Alpha Advisors, LLC, a New York limited liability company (“Xxxxx Alpha Advisors”), and is approved 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, Xxxxx Alpha Management and the Trust are parties to an Investment Management Agreement (the “Management Agreement”) with respect to each of the Trust’s separate investment series listed on Appendix A (the “Portfolios”); and

WHEREAS, as the result of a proposed reallocation of investment management services between Xxxxx Alpha Management and Xxxxx Alpha Advisors with respect to the Portfolios, Xxxxx Alpha Management has informed the Trust that Xxxxx Alpha Management no longer intends to provide investment management services to the Portfolios under the Management Agreement and that Xxxxx Alpha Management wishes to assign all of its duties and obligations under the Management Agreement to Xxxxx Alpha Advisors and have Xxxxx Alpha Advisors assume the role of investment manager to the Portfolios; and

WHEREAS, Xxxxx Alpha Advisors has indicated its willingness to accept such assignment and to assume Xxxxx Alpha Management’s duties and obligations under the Management Agreement between Xxxxx Alpha Management and the Trust; and

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

WHEREAS, certain employees of Xxxxx Alpha Management currently having responsibility for the investment management and oversight of the Portfolios will become employees of Xxxxx Alpha Advisors in connection with the proposed assignment; and

WHEREAS, Xxxxx Alpha Management 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 October 29, 2015, the Portfolios were approved by action of the Board to be added to the

Management Agreement in connection with the assignment and assumption contemplated herein with respect to the Portfolios;

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

1. ASSIGNMENT. Xxxxx Alpha Management hereby assigns to Xxxxx Alpha Advisors all of Xxxxx Alpha Management’s duties and obligations with respect to the provision of investment management services to the Portfolios under the Management Agreement.

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

3. REPRESENTATIONS OF XXXXX ALPHA MANAGEMENT. Xxxxx Alpha Management represents and warrants that: (i) all action required of Xxxxx Alpha Management to assign its duties and obligations under the Management Agreement with respect to the provision of investment management services to the Portfolios has been taken, and (ii) this Agreement creates a valid and binding agreement enforceable against Xxxxx Alpha Management 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 and to act as investment manager to the Portfolios; (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.

[SIGNATURE PAGE FOLLOWS]

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

	Xxxxx Alpha Management, LLC
	By:
	Name:	Xxxxx X. Xxxxxxx
	Title:	President
	Xxxxx Alpha Advisors, LLC
	By:
	Name:	Xxxxx X. Xxxxxxx
	Title:	Chief Executive Officer

Approved by:
The Saratoga Advantage Trust
By:
Name: Xxxxx X. Xxxxxxxxxxx
Title: Chairman, President & CEO

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Appendix A

Xxxxx Alpha Multi Strategy Alternative Income Portfolio
Xxxxx Alpha Yorkville MLP Portfolio
Xxxxx Alpha Managed Risk Domestic Equity Portfolio
Xxxxx Alpha Managed Risk Emerging Markets Equity Portfolio
Xxxxx Alpha Family Office Portfolio

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