0001580642-18-003864 Sample Contracts

SARATOGA ADVANTAGE TRUST INVESTMENT MANAGEMENT AGREEMENT JAMES ALPHA STRUCTURED CREDIT VALUE PORTFOLIO
Investment Management Agreement • August 13th, 2018 • Saratoga Advantage Trust • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT is made as of the 25th day of June, 2018, by and between Saratoga Advantage Trust (the “Trust”), on behalf of the James Alpha Structured Credit Value Portfolio, a series of the Trust (the “Fund”), and James Alpha Advisors, LLC (the “Manager”).

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INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN James Alpha Advisors, LLC AND Orange Investment Advisors, LLC REGARDING THE SARATOGA ADVANTAGE TRUST
Investment Sub-Advisory Agreement • August 13th, 2018 • Saratoga Advantage Trust • Delaware

AGREEMENT made this 13th day of August, 2018 between James Alpha Advisors, LLC, a New York limited liability company (the “Manager”), and Orange Investment Advisors, LLC, a Delaware limited liability company (the “Sub-Advisor”).

SARATOGA ADVANTAGE TRUST OPERATING EXPENSE LIMITATION AGREEMENT FOR CLASS A, I, C SHARES
Saratoga Advantage Trust Operating Expense Limitation Agreement • August 13th, 2018 • Saratoga Advantage Trust • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT FOR CLASS A, I, AND C SHARES (the “Agreement”) is effective as of the 25th day of June, 2018, by and between Saratoga Advantage Trust, (the “Trust”), on behalf of the James Alpha Structured Credit Value Portfolio, a series of the Trust (the “Fund”), and James Alpha Advisors, LLC, the investment adviser to the Fund (the “Manager”).

SARATOGA ADVANTAGE TRUST FEE WAIVER AND OPERATING EXPENSE LIMITATION AGREEMENT FOR CLASS S SHARES
Limitation Agreement • August 13th, 2018 • Saratoga Advantage Trust • Delaware

THIS FEE WAIVER AND OPERATING EXPENSE LIMITATION AGREEMENT FOR CLASS S SHARES (the “Agreement”) is effective as of the 25th day of June, 2018, by and between Saratoga Advantage Trust (the “Trust”), on behalf of the James Alpha Structured Credit Value Portfolio, a series of the Trust (the “Fund”), and James Alpha Advisors, LLC, the investment adviser to the Fund (the “Manager”).

SUB-EXPENSE LIMITATION AGREEMENT FOR CLASS S SHARES
Sub-Expense Limitation Agreement • August 13th, 2018 • Saratoga Advantage Trust • Delaware

THIS SUB-EXPENSE LIMITATION AGREEMENT FOR CLASS S SHARES (the “Agreement”) is effective as of the 13th day of August, 2018, by and between James Alpha Advisors, LLC (the “Manager”), the investment adviser to the James Alpha Structured Credit Value Portfolio (the “Portfolio”), a series of The Saratoga Advantage Trust (the “Trust”), and Orange Investment Advisors, LLC (the “Advisor”), the investment sub-advisor to the Portfolio.

MARKETING AND DISTRIBUTION SUPPORT AGREEMENT BETWEEN JAMES ALPHA ADVISORS, LLC AND Orange Investment Advisors, LLC REGARDING THE
Marketing and Distribution Support Agreement • August 13th, 2018 • Saratoga Advantage Trust • Delaware

THIS MARKETING AND DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) is effective as of the 13th day of August, 2018, between James Alpha Advisors, LLC, a New York limited liability company (the “Manager”), and Orange Investment Advisors, LLC, a Delaware limited liability company (the “Sub-Advisor”).

Underwriting Agreement Schedule A As of June 25, 2018 The Saratoga Advantage Trust
Underwriting Agreement • August 13th, 2018 • Saratoga Advantage Trust
THE SARATOGA ADVANTAGE TRUST AMENDED AND RESTATED SCHEDULE II SERIES
Saratoga Advantage Trust • August 13th, 2018 • Saratoga Advantage Trust

This Schedule II, amended and restated effective as of April 11, 2018, is the Schedule II to that certain Custody Agreement dated as of October 31, 2002, as amended April 12, 2007 by and between Saratoga Advantage Trust and The Bank of New York Mellon.

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