EXPENSE LIMITATION AGREEMENT
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Xxxxxx Asset Management, LLC
0000 Xxx Xxxxx Xxxxxx Xxxxx 000
Xxxxxx, Xxxx 00000
________, 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
March __, 2008 (the "Advisory Agreement"), the Trust has employed Riazzi to
manage the investment and reinvestment of such assets of the RAM Capital
Appreciation Fund and RAM Enhanced Income 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 Section 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 1.00% for the RAM Capital Appreciation Fund and
0.80% for the RAM Enhanced Income Fund. 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
By: __________________________
Its: __________________________
Agreed to and accepted as of the date first set forth above.
THE RAM FUNDS
By: _________________________
Its: _______________________
