INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made as of the 31st day of March , 2008 by and between Xxxxxx
Asset Management, LLC (the "Investment Adviser"), an Ohio Limited Liability
Company, and The RAM Funds (the "Trust"), an Ohio business trust.
WHEREAS, the Trust is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"), and
is currently authorized to issue separate series of shares, each having its own
investment objective, policies and restrictions, all as more fully described in
the prospectus and the statement of additional information constituting parts of
the Trust's Registration Statement on Form N-1A filed the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, and the Act (the "Registration Statement"); and
WHEREAS, the Trust is engaged in the business of investing and reinvesting the
assets of each of its series in securities ("the portfolio assets") of the type
and in accordance with the limitations specified in the Trust's Agreement and
Declaration of Trust (the "Declaration") and Registration Statement, and any
representations made in its prospectus and statement of additional information,
all in such manner and to such extent as may from time to time be authorized by
the Trustees; and
WHEREAS, the Trust has established the RAM Capital Appreciation Fund (the
"Fund") as a series of the Trust, and wishes to employ the Investment Adviser to
manage the investment and reinvestment of the Fund's portfolio assets as above
specified and, without limiting the generality of the foregoing, to provide
management and other services specified below and acknowledges that it has
received prior to entering into this Agreement a copy of Form ADV-Part II as
filed by the Investment Adviser with the Commission.
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints the Investment Adviser to supervise and direct
the investments of and for the Fund and as the Fund's agent and
attorney-in-fact with full discretionary and exclusive power and authority
to establish, maintain and trade in brokerage accounts for and in the name
of the Fund and to buy, sell and trade in all stocks, bonds and other
assets of the Fund. The Investment Adviser hereby accepts such appointment
and agrees to manage the portfolio assets in a manner consistent with the
investment objective, policies and restrictions of the Fund and with
applicable law.
2. Unless advised by the Trustees of the Trust of an objection, the
Investment Adviser may, to the extent permitted by applicable laws and
regulations, direct that a portion of the brokerage commissions that may
be generated by the Fund be applied to payment for brokerage and research
services. Brokerage and research services furnished by brokers may
include, but are not
limited to, written information and analyses concerning specific
securities, companies or sectors; market, financial and economic studies
and forecasts as well as discussions with research personnel; financial
publications; and statistic and pricing services utilized in the
investment management process. Brokerage and research services obtained by
the use of commissions arising from the Fund's portfolio transactions may
be used by the Investment Adviser in its other investment activities. In
selecting brokers and negotiating commission rates, the Investment Adviser
will take into account the financial stability and reputation of brokerage
firms and the brokerage, execution and research services provided by such
brokers. The benefits which the Fund may receive from such services may
not be in direct proportion to the commissions generated by the Fund. The
Trust acknowledges that since commission rates are generally negotiable,
selecting brokers on the basis of considerations which are not limited to
applicable commission rates may result in higher transaction costs that
would otherwise by obtainable.
3. The Investment Adviser may bunch orders for the Fund with orders for the
same security for other accounts managed by the Investment Adviser or its
affiliates. In such instances, the Fund will be charged the average price
per unit for the security in such transactions. Complete records of such
transactions will be maintained by the Investment Adviser and will be made
available to the Trust upon request.
4. The Investment Adviser shall report to the Board of Trustees at each
meeting thereof important developments affecting the portfolio assets and
on the Investment Adviser's own initiative will furnish the Trustees from
time to time with such information as the Investment Adviser may believe
appropriate for this purpose, whether concerning the individual issuers
whose securities are included in the portfolio assets, the industries in
which they engage, or the conditions prevailing in the economy generally.
The Investment Adviser will also furnish the Trustees with such
statistical and analytical information with respect to the portfolio
assets as the Investment Adviser may believe appropriate or as the
Trustees reasonably may request. In making purchases and sales of the
portfolio assets, the Investment Adviser will bear in mind the policies
set from time to time by the Board of Trustees as well as the limitations
imposed by the Trust's Agreement and Declaration of Trust, and in the
Trust's Registration Statement, in each case as amended from time to time,
the limitations in the Act and of the Internal Revenue Code of 1986, as
amended, in respect of regulated investment companies and the investment
objective, policies and practices, including restrictions applicable to
the Fund's portfolio.
5. The Investment Adviser shall not be liable for any mistake of judgment or
in any event whatsoever, except for lack of good faith, provided that
nothing herein shall be deemed to protect, or purport to protect, the
Investment Adviser against any liability to the Fund or to its security
holders to which the
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Investment Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties hereunder, or by reason of the Investment Adviser's reckless
disregard of its obligations and duties hereunder. It is understood that
the Investment Adviser may perform various investment advisory and
managerial services for others, and the Trust agrees that the Investment
Adviser may give advice and take action in the performance of its duties
with respect to others which may differ from advice given or action taken
with respect to the Fund. Nothing contained herein shall in any way
constitute a waiver or limitation of any rights which the Fund or its
shareholders may have under common law, or any federal or state securities
laws.
6. This Agreement shall become effective on the date hereof and shall remain
in effect for a period of two years from such date, and shall continue in
effect from year to year thereafter so long as its continuance is
specifically approved at least annually by the Board of Trustees or by a
vote of a majority of the outstanding voting securities (as defined in the
Act) of the Fund, and, in either case, by a vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority
of the Trust's Trustees who are not parties to this Agreement or
interested persons, as defined in the Act, of any party to this Agreement,
and provided further, however, that if the continuation of this Agreement
is not approved, the Investment Adviser may continue to render to the Fund
the services described herein in the manner and to the extent permitted by
the Act and the rules and regulations thereunder. Upon the effectiveness
of this Agreement, it shall supersede all previous agreements between the
parties covering the subject matter hereof. This Agreement may be
terminated at any time, without the payment of any penalty, by vote of a
majority of the outstanding voting securities (as defined in the Act) of
the Fund, or by a vote of the Board of Trustees on 60 days' written notice
to the Investment Adviser, or by the Investment Adviser on 60 days'
written notice to the Trust.
7. This Agreement shall not be amended unless such amendment is approved by
vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's Trustees who are not parties to
this Agreement or interested persons, as defined in the Act, of any party
to this Agreement (other than as Trustees of the Trust), and, if required
by law, by vote of a majority of the outstanding voting securities (as
defined in the Act) of the Fund.
8. This Agreement may not be assigned by the Investment Adviser and shall
terminate automatically in the event of any assignment by the Investment
Adviser. The term "assignment" as used in this paragraph shall have the
meaning ascribed thereto by the Act and any regulations or interpretations
of the Commission thereunder.
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9. The Fund shall pay the Investment Adviser an investment advisory fee equal
to 0.60% per annum of the average daily net assets of the Fund. The
investment advisory fee will be computed and accrued daily and paid
monthly. The Investment Adviser's compensation for the period from the
date hereof through the last day of the month of the effective date hereof
will be prorated based on the proportion that such period bears to the
full month. In the event of any termination of this Agreement, the
Investment Adviser's compensation will be calculated on the basis of a
period ending on the last day on which this Agreement is in effect,
subject to proration based on the number of days elapsed in the current
period as a percentage of the total number of days in such period.
10. Unless otherwise agreed to in writing by the parties, the Fund shall be
responsible and hereby assumes the obligation for payment of all of its
expenses, including, but not limited to: (a) payment to the Investment
Adviser of the fee provided for in the foregoing paragraph; (b) custody,
administration and transfer and dividend disbursing expenses; (c) fees of
trustees who are not affiliated persons of the Investment Adviser or any
administrator of the Trust; (d) legal and auditing expenses; (e) clerical,
accounting and other office costs; (f) the cost of personnel providing
services to the Fund, including Chief Compliance Officer services; (g)
costs of printing the Fund's prospectuses and shareholder reports for
existing shareholders; (h) cost of maintenance of the Fund's corporate
existence; (i) interest charges, taxes, brokerage fees and commissions;
(j) costs of stationery and supplies; (k) expenses and fees related to
registration and filing with the Commission and with state regulatory
authorities; (l) expenses related to the filing of the Fund's proxy voting
record; and (m) such promotional, shareholder servicing and other expenses
as may be contemplated by one or more effective plans pursuant to Rule
12b-1 under the Act or one or more effective non-Rule 12b-1 shareholder
servicing plans, in each case provided, however, that the Fund's payment
of such promotional, shareholder servicing and other expenses shall be in
the amounts, and in accordance with the procedures, set forth in such plan
or plans.
11. Except to the extent necessary to perform the Investment Adviser's
obligations hereunder, nothing herein shall be deemed to limit or restrict
the right of the Investment Adviser or its members, officers or employees
to engage in any other business or to devote time and attention to the
management of other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other
individual or entity.
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12. The validity of the Agreement and the rights and liabilities of the
parties hereunder shall be determined in accordance with the laws of the
State of Ohio without regard to its conflict of laws provisions, provided,
however, that nothing herein shall be construed as being inconsistent with
the Act.
13. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio, and notice is hereby given that
this instrument is executed on behalf of the Board of Trustees of the
Trust and not individually and that the obligations of this instrument are
not binding upon any of the Trustees, officers or shareholders
individually but are binding only upon the assets and property of the
Fund, and the Investment Adviser shall look only to the assets of the Fund
for the satisfaction of such obligations.
14. The Investment Adviser shall promptly notify the Trust of any change in
the ownership or control of the Investment Adviser.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
THE RAM FUNDS
By: /s/ Xxxx X. Xxxxxx
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XXXXXX ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxxx
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