UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY


Investment Company Act file number   811-22162
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                                  The RAM Funds
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               (Exact name of registrant as specified in charter)

     2331 Far Hills Avenue, Suite 200     Dayton, Ohio              45419
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          (Address of principal executive offices)                (Zip code)

                               Tina H. Bloom, Esq.


Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246
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                    (Name and address of agent for service)

Registrant's telephone number, including area code:    513-587-3418
                                                     ---------------------------

Date of fiscal year end:        February 28
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Date of reporting period:       June 30, 2008
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     Form  N-PX is to be used by a  registered  management  investment  company,
other than a small business  investment  company  registered on Form N-5 (ss.ss.
239.24 and 274.5 of this  chapter),  to file  reports with the  Commission,  not
later than August 31 of each year,  containing  the  registrant's  proxy  voting
record  for the most  recent  twelve-month  period  ended June 30,  pursuant  to
section 30 of the Investment  Company Act of 1940 and rule 30b1-4 thereunder (17
CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in
its regulatory, disclosure review, inspection, and policymaking roles.

     A  registrant  is required to disclose  the  information  specified by Form
N-PX, and the Commission will make this information  public. A registrant is not
required to respond to the  collection  of  information  contained  in Form N-PX
unless the Form  displays a  currently  valid  Office of  Management  and Budget
("OMB")  control number.  Please direct comments  concerning the accuracy of the
information  collection  burden  estimate and any  suggestions  for reducing the
burden to the Secretary,  Securities and Exchange Commission,  450 Fifth Street,
NW,  Washington,  DC  20549-0609.  The  OMB  has  reviewed  this  collection  of
information under the clearance requirements of 44 U.S.C. ss. 3507.






ITEM 1. PROXY VOTING RECORD.

     Disclose the following  information for each matter relating to a portfolio
security considered at any shareholder meeting held during the period covered by
the report and with respect to which the registrant was entitled to vote:

     (a)  The name of the issuer of the portfolio security;

     (b)  The exchange ticker symbol of the portfolio security;

     (c)  The Council on Uniform Securities  Identification Procedures ("CUSIP")
          number for the portfolio security;

     (d)  The shareholder meeting date;

     (e)  A brief identification of the matter voted on;

     (f)  Whether the matter was proposed by the issuer or by a security holder;

     (g)  Whether the registrant cast its vote on the matter;

     (h)  How the registrant cast its vote (e.g.,  for or against  proposal,  or
          abstain; for or withhold regarding election of directors); and

     (i)  Whether the registrant cast its vote for or against management.



                                   SIGNATURES
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                           [See General Instruction F]

Pursuant  to the  requirements  of the  Investment  Company  Act  of  1940,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

(Registrant)              The RAM Funds
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By (Signature and Title)*     /s/ John C. Riazzi
                            ----------------------------------------------------
                            John C. Riazzi, President

Date    August 5, 2008
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* Print the name and title of each signing officer under his or her signature.






                          RAM Capital Appreciation Fund
                               PROXY VOTING RECORD
                             03/31/2008 - 6/30/2008

     The Fund held no securities entitled  to vote at a meeting of  shareholders
during the reporting period (March 31, 2008 through June 30, 2008).