EXPENSE LIMITATION AGREEMENT Riazzi Asset Management, LLC Dayton, Ohio 45419
Xxxxxx
Asset Management, LLC
0000 Xxx
Xxxxx Xxxxxx Xxxxx 000
Xxxxxx,
Xxxx 00000
April 1, 2009
The RAM
Funds
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
Dear
Sirs:
Xxxxxx Asset Management, LLC (“Riazzi”)
confirms its agreement with The RAM Funds (the “Trust”) as follows:
1. The
Trust is an open-end management investment company registered under the
Investment Company Act of 1940 (the “Act”) and is authorized to issue shares of
separate series (funds), with each fund having its own investment objective,
policies and restrictions. The Trust proposes to engage in the
business of investing and reinvesting the assets of each of its funds in
accordance with applicable limitations. Pursuant to Investment
Advisory Agreements dated as of December 22, 2008 (the “Advisory Agreements),
the Trust has employed Riazzi to manage the investment and reinvestment of such
assets of the RAM Small/Mid Cap Fund and RAM Small Cap Fund (individually, a
“Fund,” collectively, the “Funds”).
2. Riazzi
hereby agrees that, notwithstanding any provision to the contrary contained in
the Advisory Agreements, Riazzi shall limit as provided herein the aggregate
ordinary operating expenses incurred by each Fund, including but not limited to
the fees (“Advisory Fees”) payable to Riazzi under the Advisory Agreements (the
“Limitations”). Under the Limitations, Riazzi agrees that, for a
three year period, beginning with each Fund’s public offering
(subject to paragraph 4), such expenses shall not exceed a percentage (the
“Percentage Expense Limitation”) of a Fund’s average daily net assets on an
annualized basis equal to 1.05% of each Fund’s Class I
shares. Ordinary
operating
expenses includes all Fund expenses except brokerage costs, taxes, borrowing
costs (such as interest and dividend expenses on securities sold short), costs
to organize the Fund, acquired fund fees and expenses and extraordinary
expenses. To determine Xxxxxx’x liability for each Fund’s expenses in
excess of the Percentage Expense Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Percentage
Expense Limitation based on the number of days elapsed within the fiscal year of
the Fund, or limitation period, if shorter (the “Prorated
Limitation”). The Prorated Limitation shall be compared to the
expenses of the Fund recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the “Allowable
Expenses”). If Advisory Fees and other expenses of the Fund for the
current day exceed the Allowable Expenses, Advisory Fees for the current day
shall be reduced by such excess (“Unaccrued Fees”). In the event such
excess exceeds the amount due as Advisory Fees, Riazzi shall be responsible to
the Fund to pay or absorb the additional excess (“Other Expenses Exceeding
Limit”). If there are cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit, these amounts shall be paid to Riazzi by the Fund
subject to the following conditions: (1) no such payment shall be made to Riazzi
with respect to Unaccrued Fees or Other Expenses Exceeding Limit that arose more
than three years prior to the proposed date of payment, and (2) such payment
shall be made only to the extent that it does not cause the Fund’s aggregate
expenses, on an annualized basis, to exceed the Percentage Expense
Limitation.
3. Nothing
in this Agreement shall be construed as preventing Riazzi from voluntarily
limiting, waiving or reimbursing the Funds’ expenses outside the contours of
this Agreement during any time period.
4. This
Agreement shall become effective on the date hereof and supercedes any expense
limitation agreement previously entered into with respect to a Fund. This
Agreement will terminate automatically with respect to a Fund if, as and when
Riazzi ceases to serve as investment adviser of the Fund. Upon the
termination or expiration of
this
Agreement, Riazzi shall have no claim against the Trust for any amounts not
reimbursed to Riazzi pursuant to the provisions of paragraph 2.
5. This
Agreement shall be construed in accordance with the laws of the State of Ohio,
provided, however, that nothing herein shall be construed as being inconsistent
with the Act.
If the
foregoing is in accordance with the Trust’s understanding, kindly so indicate by
signing and returning to Riazzi the enclosed copy hereof.
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Very
truly yours,
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XXXXXX
ASSET MANAGEMENT, LLC
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/s/
Xxxxxxxx X. Xxxxxxx
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By:
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Xxxxxxxx
X. Xxxxxxx
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Its:
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Principal
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Agreed to
and accepted as of
the date
first set forth above.
THE
RAM FUNDS
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/s/
Xxxx X. Xxxxxx
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By:
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Xxxx
X. Xxxxxx
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Its:
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President
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