EXPENSE LIMITATION AGREEMENT
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Xxxxxx Asset Management, LLC
0000 Xxx Xxxxx Xxxxxx Xxxxx 000
Xxxxxx, Xxxx 00000
December 22, 2008
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 1.30% of each Fund's Class A 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.
Very truly yours,
XXXXXX ASSET MANAGEMENT, LLC
/s/ Xxxxxxxx X. Xxxxxxx
By: Xxxxxxxx X. Xxxxxxx
Its: Principal
Agreed to and accepted as of
the date first set forth above.
THE RAM FUNDS
/s/ Xxxx X. Xxxxxx
By: Xxxx X. Xxxxxx
Its: President
