INVESTMENT ADVISORY AGREEMENT

BETWEEN

SARATOGA CAPITAL MANAGEMENT, LLC

AND

LOOMIS, SAYLES & COMPANY, L.P.

REGARDING THE

THE SARATOGA ADVANTAGE TRUST

AGREEMENT made this ___ day of ___, 2005 between Saratoga Capital Management, LLC a Delaware limited liability company (the "Manager") and _________________, an _____ limited liability company (the "Advisor").

WHEREAS, the Manager has entered into a Management Agreement (the "Managers Agreement") with The Saratoga Advantage Trust (the "Trust"), an open-end investment company organized in series form with separate portfolios, one of which is the Large Capitalization Growth Portfolio (the Portfolio), a portfolio, pursuant to which the Manager furnishes continuous investment advice and direction; and

WHEREAS, the Managers Agreement provides that the Manager may, at its own expense, contract for such advisory and research services as it deems necessary or desirable to fulfill such obligations; and

WHEREAS, the Advisor is registered under the Investment Advisers Act of 1940; and

WHEREAS, the Manager desires to retain the Advisor to provide continuous investment management and direction concerning the Portfolio and the Advisor is willing to provide such management;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the Manager and the Advisor as follows:

1.         Appointment.  The Manager hereby retains the Advisor to manage the Portfolio, subject to the provisions of the Trust registration statement and the Portfolio's prospectus and overall supervision by the Manager and the Trust's Board of Trustees.  The Manager will continue to have general responsibility for all services to be provided to the Trust pursuant to the Managers Agreement and will oversee and review the Advisor's performance of its duties under this Agreement.  The day-to-day management of the Portfolio's assets will be the responsibility of the Advisor.

2.         Expenses.  The Advisor assumes as its own expense, or agrees to pay the cost of, all services provided by it pursuant to Paragraph 1, above, provided that it will not be responsible for any expenses specifically assumed by the Trust pursuant to the Managers Agreement.  The Advisor will, for all purposes herein, be deemed to be an independent contractor and will, except as expressly provided or authorized (herein or otherwise) have no authority to act for or on behalf of the Trust in any way or otherwise be deemed to be an agent of the Trust.

3.         Investment Activities.

(a)        The Advisor will direct the investment of the Portfolio's assets on a discretionary basis in accordance with applicable law and the investment objectives, policies and restrictions set forth in the then-current Prospectus and Statement of Additional Information relating to the Portfolio contained in its Registration Statement under the Investment Company Act of 1940 and the Securities Act of 1933, as amended; in accordance with the investment objectives, policies and restrictions from time to time prescribed by the Board of Trustees of the Trust (the "Board"), and communicated by the Manager to the Advisor and; subject to such further reasonable limitations as the Manager may from time to time impose by written notice to the Advisor.  The Advisor hereby acknowledges that it has carefully reviewed the Prospectus, Statement of Additional Information, Declaration of Trust and By-laws, if any, of the Trust and it agrees that it will make investments solely for the purpose of achieving the stated investment objectives of the Portfolio.

(b)        The Advisor hereby specifically acknowledges and represents:

(i)         The Advisor has provided the Manager with full information regarding the Advisors historical track record of investment performance.

(ii)        The Advisor has carefully reviewed the portions of the Prospectus and Statement of Additional Information stating the Advisors investment methodology and that all representations made therein are accurate and true and there are no material omissions.

(iii)      The Advisor will direct the investment of the Portfolios assets using the same investment methodology referred to in Paragraph 3(b)(ii). The Advisor represents that nothing contained in Paragraph 3(a) or elsewhere in this Agreement, the Prospectus, or the Statement of Additional Information is inconsistent with the Advisor directing the investment of the Portfolios assets in said manner.

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