▇▇▇▇▇▇▇▇ ATLANTA CINCINNATI COLUMBUS NEW YORK
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▇▇▇▇ BRUSSELS CLEVELAND DAYTON WASHINGTON, D.C.
March 16, 2009
The RAM Funds
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Gentlemen:
This letter is in response to your request for our opinion in connection
with the filing of Post-Effective Amendment No. 2 to the Registration Statement,
File Nos. 811-22162 and 333-148517 (the "Registration Statement"), of The RAM
Funds (the "Company").
We have examined a copy of the Company's Declaration of Trust, the
Company's By-laws, the Company's record of the various actions by the Trustees
thereof, and all such other certificates of public officials, certificates of
officers and representatives of the Company and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinion hereinafter expressed. We have assumed the genuineness of
the signatures and the conformity to original documents of the copies of such
documents supplied to us as copies thereof.
Based upon the foregoing, we are of the opinion that, after Post-Effective
Amendment No. 2 is effective for purposes of applicable federal and state
securities laws, the shares of each of the following series of the Company, The
RAM Small/Mid Cap Fund and The RAM Small Cap Fund, when issued in accordance
with the then current Prospectus and Statement of Additional Information of each
fund, will be legally issued, fully paid and non-assessable.
We hereby give you our permission to file this opinion with the Securities
and Exchange Commission as an exhibit to Post-Effective Amendment No. 2 to the
Registration Statement. This opinion may not be filed with any subsequent
amendment, or incorporated by reference into a subsequent amendment, without our
prior written consent. This opinion is prepared for the Company and its
shareholders, and may not be relied upon by any other person or organization
without our prior written approval.
Very truly yours,
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP
▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP
MVW/DSM/JMM
519374.2
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