EXECUTION COPY
ISI FUNDS
AMENDED AND RESTATED FUND ACCOUNTING AGREEMENT
AGREEMENT made as of the 1st day of May, 2004, by and between each of ISI
Strategy Fund, Inc., Managed Municipal Fund, Inc., North American Government
Bond Fund, Inc. and Total Return US Treasury Fund, Inc. (each a "Company"),
corporations organized under the laws of the State of Maryland, with their
principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, and Forum Accounting Services, LLC, a Delaware limited liability
company with its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Forum").
WHEREAS, each Company and Forum entered into a certain Fund Accounting
Agreement on May 24, 2002 (the "Agreement");
WHEREAS, each Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and may issue its shares of beneficial interest (the "Shares"), in separate
series and classes; and
WHEREAS, each Company offers shares in various series as listed in Appendix
A hereto (each such series, together with all other series subsequently
established by each Company and made subject to this Agreement in accordance
with Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and each Company offers or may in the future offer shares of various
classes of each Fund as listed in Appendix A hereto (each such class together
with all other classes subsequently established by each Company in a Fund being
herein referred to as a "Class," and collectively as the "Classes");
WHEREAS, each Company desires that Forum perform certain fund accounting
services for each Fund and Class thereof and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, each Company and Forum hereby agree to amend and
restate the Agreement as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) Each Company hereby appoints Forum, and Forum hereby agrees, to act as
fund accountant of each Company for the period and on the terms set forth in
this Agreement.
(b) In connection therewith, each Company has delivered to Forum copies of:
(i) its Articles of Incorporation and Bylaws (collectively, as amended from time
to time, "Organic Documents"); (ii) its Registration Statement and all
amendments thereto filed with the U.S.
Securities and Exchange Commission ("SEC") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), or the 1940 Act (the "Registration
Statement"); (iii) the current Prospectus and Statement of Additional
Information of each of its Funds (collectively, as currently in effect and as
amended or supplemented, the "Prospectus"); (iv) each plan of distribution or
similar document adopted by it under Rule 12b-1 under the 1940 Act ("Plan") and
each current shareholder service plan or similar document adopted by it
("Service Plan"); and (v) all procedures adopted by it with respect to the
Funds, and shall promptly furnish Forum with all amendments of or supplements to
the foregoing. Each Company shall deliver to Forum a certified copy of the
resolution of its Board of Directors (the "Board") appointing Forum and
authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF FORUM
(a) Forum and each Company's administrator, Forum Administrative Services,
LLC. (the "Administrator"), may from time to time adopt such procedures as they
agree upon to implement the terms of this Section. With respect to each Fund and
its Company, Forum shall:
(i) calculate the net asset value per share ("NAV") with the frequency
prescribed in the Fund's then-current Prospectus;
(ii) calculate each item of income, deduction, credit, gain and loss, if
any, and process each Fund's stated expense ratio as required by the
Company and in conformance with generally accepted accounting practice
("GAAP"), the SEC's Regulation S-X (or any successor regulation) and the
Internal Revenue Code of 1986, as amended (or any successor laws)(the
"Code");
(iii) maintain the Fund's general ledger and record all income, gross
expenses, capital share activity and security transactions of each Fund;
(iv) calculate the "SEC yield" and money market fund seven day yields for
the Fund, and each Class thereof, as applicable;
(v) provide the Company and such other persons as the Administrator may
direct with the following reports (A) Key Numbers Summary, (B) trial
balance, (C) current security position report by tax lot, (D) security
position report by security identifier, (E) stale pricing and (F) cash
position and projection report;
(vi) prepare and record once daily, as of the time when the NAV of the Fund
is calculated or at such other time as otherwise directed by the Company,
either (A) a valuation of the assets of the Fund (unless otherwise
specified in or in accordance with this Agreement, based upon the use of
outside services normally used and contracted for this purpose by Forum in
the case of securities for which information and market price or yield
quotations are readily available and based upon evaluations conducted in
accordance with the instructions of the Company in the case of all other
assets) or (B) a calculation confirming that the market value of the Fund's
assets does not deviate from the amortized cost value of those assets by
more than a specified percentage;
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(vii) make such adjustments over such periods, as the Administrator deems
necessary to reflect over-accruals or under-accruals of estimated expenses
or income;
(viii) provide appropriate records to assist the Company's independent
accountants and, upon approval of the Company or the Administrator, any
regulatory body in any requested review of the Company's books and records
maintained by Forum;
(ix) provide information typically supplied in the investment company
industry to the transfer agent for the Fund;
(x) transmit the NAVs and dividend factors of the Fund to the Administrator
and to those persons designated by the Administrator in writing either by
internet e-mail or facsimile transmission, as designated by the
Administrator;
(xi) provide the Company or the Administrator with the data requested by
the Company or the Administrator that is required to update the
Registration Statement;
(xii) provide the Company or its independent accountants the data requested
with respect to the preparation of the Company's income, excise and other
tax returns;
(xiii) provide the Company or its independent accountants with unadjusted
Fund data directly from Forum's portfolio accounting system for any Fund
business day and other data reasonably requested for the preparation of
each Company's semi-annual financial statements;
(xiv) process all distributions as directed in writing by the Company or
the Administrator;
(xv) transmit to and receive from the Fund's transfer agent appropriate
data to reconcile daily Shares outstanding and other data with the transfer
agent;
(xvi) reconcile cash daily and reconcile security identifier, units,
maturities and rates at least monthly with the Fund's custodian;
(xvii) verify investment trade tickets when received from an investment
adviser and maintain individual ledgers and historical tax lots for each
security; and
(xviii) perform such other recordkeeping, reporting and other tasks as may
be specified from time to time by the Company or the Administrator in the
procedures adopted by the Board pursuant to mutually acceptable
compensation and implementation agreements.
(b) Forum shall prepare and maintain on behalf of each Company the
following books and records of each Fund, and each Class thereof, pursuant to
Rule 31a-1 under the 1940 Act (the "Rule"):
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(i) Journals containing an itemized daily record in detail of all purchases
and sales of securities, all receipts and disbursements of cash and all
other debits and credits, as required by subsection (b)(1) of the Rule;
(ii) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, as required by subsection
(b)(2) of the Rule (but not including the ledgers required by subsection
(b)(2)(iv) of the Rule);
(iii) A record of each brokerage order given by or on behalf of each
Company for, or in connection with, the purchase or sale of securities,
whether executed or not, and all other portfolio purchases or sales, as
required by subsections (b)(5) and (b)(6) of the Rule;
(iv) A record of all options, if any, in which each Fund has any direct or
indirect interest or which each Fund has granted or guaranteed and a record
of any contractual commitments to purchase, sell, receive or deliver any
property, as required by subsection (b)(7) of the Rule;
(v) A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b)(8) of the Rule; and
(vi) Other records required by the Rule or any successor rule or pursuant
to interpretations thereof to be kept by open-end management investment
companies, but limited to those provisions of the Rule applicable to
portfolio transactions and as agreed upon between the parties hereto.
(c) The books and records prepared and maintained pursuant to Section 2(b)
shall be prepared and maintained in such form, for such periods and in such
locations as may be required by the 1940 Act. The books and records pertaining
to each Company that are in possession of Forum shall be the property of that
Company. The applicable Company, the Administrator, or their authorized
representatives shall have access to such books and records at all times during
Forum's normal business hours. Upon the reasonable request of a Company or the
Administrator, copies of any such books and records shall be provided promptly
by Forum to the Company or the Company's authorized representatives at the
Company's expense. In the event a Company designates a successor that shall
assume any of Forum's obligations hereunder, Forum shall, at the expense and
direction of the Company, transfer to such successor all relevant books, records
and other data established or maintained by Forum under this Agreement.
(d) Nothing contained herein shall be construed to require Forum to perform
any service that could cause Forum to be deemed an investment adviser for
purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or
that could cause a Fund to act in contravention of the Fund's Prospectus or any
provision of the 1940 Act. Except as otherwise specifically provided herein,
each Company assumes all responsibility for ensuring that it complies with all
applicable requirements of the Securities Act, the 1940 Act and any laws, rules
and regulations of governmental authorities with jurisdiction over the Company.
All references to any law in this Agreement shall be deemed to include reference
to the applicable rules and
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regulations promulgated under authority of the law and all official
interpretations of such law or rules or regulations.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Forum shall be under no duty to take any action except as specifically
set forth herein or as may be specifically agreed to by Forum in writing. Forum
shall use its best judgment and efforts in rendering the services described in
this Agreement. Forum shall not be liable to a Company or any of each its
shareholders for any action or inaction of Forum relating to any event
whatsoever in the absence of bad faith, willful misfeasance or gross negligence
in the performance of Forum's duties or obligations under this Agreement or by
reason of Forum's reckless disregard of its duties and obligations under this
Agreement.
(b) Each Company agrees to indemnify and hold harmless Forum, its
employees, agents, directors, officers and managers and any person who controls
Forum within the meaning of section 15 of the Securities Act or section 20 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Forum
Indemnitees"), against and from any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees
and other expenses of every nature and character arising out of or in any way
related to Forum's actions taken or failures to act with respect to a Fund of
that Company that are consistent with the standard of care set forth in Section
3(a) or based, if applicable, on good faith reliance upon an item described in
Section 3(d) (a "Forum Claim"). Each Company shall not be required to indemnify
any Forum Indemnitee if, prior to confessing any Forum Claim against the Forum
Indemnitee, Forum or the Forum Indemnitee does not give the Company written
notice of and reasonable opportunity to defend against the Forum Claim in its
own name or in the name of the Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless each Company, its
employees, agents, directors, officers and managers ("Company Indemnitees"),
against and from any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, reasonable counsel fees and other
expenses of every nature and character arising out of or in any way related to
(i) Forum's actions taken or failures to act with respect to a Fund of that
Company that are not consistent with the standard of care set forth in Section
3(a) or based, if applicable, on good faith reliance upon an item described in
Section 3(d), or (ii) any breach of Forum's representation set forth in Section
13 (a "Company Claim"). Forum shall not be required to indemnify any Company
Indemnitee if, prior to confessing any Company Claim against the Company
Indemnitee, the Company or the Company Indemnitee does not give Forum written
notice of and reasonable opportunity to defend against the Company Claim in its
own name or in the name of the Company Indemnitee.
(d) A Forum Indemnitee shall not be liable for any action taken or failure
to act in good faith reliance upon:
(i) the advice of the applicable Company or of counsel, who may be counsel
to the Company or counsel to Forum;
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(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by a person or persons authorized by
the Board or by the Administrator to give such oral instruction. Provided
that Forum has such reasonable belief, Forum shall have no duty or
obligation to make any inquiry or effort of certification of such oral
instruction;
(iii) any written instruction or certified copy of any resolution of the
Board, and Forum may rely upon the genuineness of any such document or copy
thereof reasonably believed in good faith by Forum to have been validly
executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the applicable
Company or other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(e) Forum shall not be liable for the errors of other service providers to
the applicable Company or their systems, including the errors of pricing
services (other than to pursue all reasonable claims against the pricing service
based on the pricing services' standard contracts entered into by Forum) and
errors in information provided by an investment adviser (including prices and
pricing formulas and the untimely transmission of trade information), custodian
or transfer agent to the applicable Company.
(f) Subject to Section 3(a) of this Agreement, Forum shall reimburse each
applicable Fund for any net losses to the Fund during each NAV Error Period
resulting from an NAV Difference that is at least 1/10 of 1% but that is less
than 1/2 of 1%. Forum shall reimburse the Fund on its own behalf and on behalf
of each Fund shareholder for any losses experienced by the Fund or any Fund
shareholder, as applicable, during each NAV Error Period resulting from an NAV
Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Forum shall not
be responsible for reimbursing any Fund with respect to any shareholder that
experiences an aggregate loss during any NAV Error Period of less than $10.
(g) For purposes of this Agreement: (i) the NAV Difference shall mean the
difference between the NAV at which a shareholder purchase or redemption should
have been effected ("Recalculated NAV") and the NAV at which the purchase or
redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall
mean any Fund business day or series of two or more consecutive Fund business
days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV
Differences and any Forum liability therefrom are to be calculated each time a
Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which
Forum would otherwise be liable under this Agreement for a particular NAV error,
Fund (or Class) losses and
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gains shall be netted; and (v) in calculating any amount for which Forum would
otherwise be liable under this Agreement for a particular NAV error that
continues for a period covering more than one NAV determination, Fund (or Class)
losses and gains for the period shall be netted.
SECTION 4. REPRESENTATIONS AND WARRANTIES
(a) Forum represents and warrants to each Company that:
(i) It is a limited liability company duly organized and existing and in
good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State of Maine;
(iii) It is empowered under applicable laws and by its Operating Agreement
to enter into this Agreement and perform its duties under this Agreement;
(iv) All requisite corporate proceedings have been taken to authorize it to
enter into this Agreement and perform its duties under this Agreement;
(v) It has access to the necessary facilities, equipment, and personnel to
perform its duties and obligations under this Agreement; and
(vi) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of Forum, enforceable against Forum in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties.
(b) Each Company represents and warrants to Forum that:
(i) It is a corporation duly organized and existing and in good standing
under the laws of Maryland;
(ii) It is empowered under applicable laws and by its Organic Documents to
enter into this Agreement and perform its duties under this Agreement;
(iii) All requisite corporate proceedings have been taken to authorize it
to enter into this Agreement and perform its duties under this Agreement;
(iv) It is an open-end management investment company registered under the
1940 Act;
(v) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties; and
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(vi) A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate State securities law
filings have been made and will continue to be made, with respect to all
Shares of the Funds and Classes of each Company being offered for sale.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Forum pursuant to this
Agreement, each Company shall pay Forum, with respect to each of its Funds, the
fees as from time to time set forth in a separate written agreement between
Forum and the Companies (the "FEE SCHEDULE").
All fees payable hereunder shall be accrued daily by each Company. The fees
listed in the Fee Schedule shall be payable monthly in arrears on the first day
of each calendar month for services performed during the preceding calendar
month. If fees payable for the services listed in clauses (i) and (ii) begin to
accrue in the middle of a month or if this Agreement terminates before the end
of any month, all fees for the period from that date to the end of that month or
from the beginning of that month to the date of termination, as the case may be,
shall be prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs. Upon the termination of
this Agreement with respect to a Fund, the applicable Company shall pay to Forum
such compensation as shall be payable prior to the effective date of
termination.
(b) In connection with the services provided by Forum pursuant to this
Agreement, each Company, on behalf of each of its Funds, agrees to reimburse
Forum for the expenses incurred by Forum but payable by the Company set forth in
the Fee Schedule. Reimbursements shall be payable as incurred. In addition, each
Company, on behalf of the applicable Fund, shall reimburse Forum for all
reasonably incurred expenses and employee time (at 150% of salary) attributable
to any review of each Company's accounts and records by each Company's
independent accountants or any regulatory body outside of routine and normal
periodic reviews. Should a Company exercise its right to terminate this
Agreement, the Company, on behalf of the applicable Fund, shall reimburse Forum
for all reasonably incurred out-of-pocket expenses and employee time (at 150% of
salary) associated with the copying and movement of records and material to any
successor person and providing assistance to any successor person in the
establishment of the accounts and records necessary to carry out the successor's
responsibilities; PROVIDED, HOWEVER, that the Company shall not be required to
reimburse Forum for its employees' time as set forth above in the event this
Agreement is terminated (i) because Forum has breached its standard of care set
forth in Section 3(a) in connection with one of its material obligations under
this Agreement or (ii) after May 25, 2005.
(c) Forum may, with respect to questions of law relating to its services
hereunder, apply to and obtain the advice and opinion of counsel to the
applicable Company or counsel to Forum; PROVIDED, HOWEVER, that Forum shall in
all cases first reasonably attempt to apply to and obtain the advice and opinion
of in-house counsel to the Administrator. The costs of any such advice or
opinion shall be borne by the applicable Company.
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SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund or
Class on the earlier of the date on which the applicable Company's Registration
Statement relating to the Shares of the Fund or Class becomes effective or the
date of the commencement of operations of the Fund or Class. Upon effectiveness
of this Agreement, it shall supersede all previous agreements between the
parties hereto covering the subject matter hereof insofar as such Agreement may
have been deemed to relate to the Funds.
(b) This Agreement shall continue in effect with respect to a Fund until
terminated.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty (i) by the applicable Board on 60 days'
written notice to Forum or (ii) by Forum on 60 days' written notice to the
applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time
where the other party has materially breached any of its obligations hereunder
including, with respect to Forum, the failure by Forum to act consistently with
the standard of care set forth in Section 3(a). Termination pursuant to this
subsection shall not be effective less than thirty (30) days after written
notice thereof from the non-breaching party, which termination notice shall
describe the breach; PROVIDED, HOWEVER, that no such termination shall be
effective if, with respect to any breach that is capable of being cured, within
such thirty (30) day period the breaching party has cured such breach to the
reasonable satisfaction of the non-breaching party.
(e) The provisions of Sections 2(c), 3, 5, 6(d), 6(e), 8, 9, 10, 12, and 13
shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement
nor any rights or obligations under this Agreement may be assigned by any party
without the written consent of the other party. This Agreement shall inure to
the benefit of and be binding upon the parties and their respective permitted
successors and assigns. Forum may, without further consent on the part of any
Company, (i) assign this agreement to any affiliate of Forum or (ii) subcontract
for the performance hereof with any entity, including an affiliate of Forum;
PROVIDED HOWEVER, that Forum shall be as fully responsible to the applicable
Company for the acts and omissions of any subcontractor as Forum is for its own
acts and omissions and that Forum shall not be relieved of any of its
responsibilities hereunder.
SECTION 7. ADDITIONAL FUNDS AND CLASSES
In the event that a Company establishes one or more series of Shares or one
or more classes of Shares after the effectiveness of this Agreement, such series
of Shares or classes of Shares, as the case may be, shall become Funds and
Classes under this Agreement. Forum or the applicable Company may elect not to
make any such series or classes subject to this Agreement.
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SECTION 8. CONFIDENTIALITY
Forum agrees to treat all records and other information related to each
Company as proprietary information of the Company and, on behalf of itself and
its employees, to keep confidential all such information, except that Forum may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved by the Company, which
approval shall not be unreasonably withheld and may not be withheld where Forum
is advised by counsel that it may be exposed to civil or criminal contempt
proceedings for failure to release the information (PROVIDED, HOWEVER, that
Forum shall seek the approval of the Company as promptly as possible so as to
enable the Company to pursue such legal or other action as it may desire to
prevent the release of such information) or when so requested by the Company.
SECTION 9. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
SECTION 10. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a director, officer or employee of a Company, or persons who are
otherwise affiliated persons of a Company, to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, trust, firm, individual or association.
(b) Forum may subcontract any or all of its functions or responsibilities
pursuant to this Agreement to one or more persons, who may be affiliated persons
of Forum, who agree to comply with the terms of this Agreement; PROVIDED, that
any such subcontracting shall not relieve Forum of its responsibilities
hereunder. Forum may pay those persons for their services, but no such payment
will increase Forum's compensation or reimbursement of expenses from a Company
and that Forum shall not be relieved of any of its responsibilities hereunder.
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SECTION 11. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.
SECTION 12. LIMITATION OF SHAREHOLDER AND DIRECTOR LIABILITY
No Company shall be liable for the obligations of any other Company under
this Agreement. The Directors of each Company and the shareholders of each Fund
shall not be liable for any obligations of the Company or of the Funds under
this Agreement, and Forum agrees that, in asserting any rights or claims under
this Agreement, it shall look only to the assets and property of the Company or
the Fund to which Forum's rights or claims relate in settlement of such rights
or claims, and not to the Directors of the Company or the shareholders of the
Funds.
SECTION 13. MISCELLANEOUS
(a) No party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance with
Section 7, no provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed the
applicable Company and Forum.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by all parties hereto on any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid. This Agreement shall be construed as if drafted jointly by Forum and
each Company and no presumptions shall arise favoring any party by virtue of
authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
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(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of each Company are separate
and distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(j) Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity hereunder, to perform any functions or duties on any day
other than a Fund business day. Functions or duties normally scheduled to be
performed on any day which is not a Fund business day shall be performed on, and
as of, the next Fund business day, unless otherwise required by law.
(k) No affiliated person, employee, agent, director, officer or manager of
Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(l) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(m) The term "affiliated person" shall have the meaning ascribed thereto in
the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ISI STRATEGY FUND, INC.
By:
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R. ▇▇▇▇ ▇▇▇▇▇▇▇
President
MANAGED MUNICIPAL FUND, INC.
By:
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R. ▇▇▇▇ ▇▇▇▇▇▇▇
President
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
By:
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R. ▇▇▇▇ ▇▇▇▇▇▇▇
President
TOTAL RETURN US TREASURY FUND, INC.
By:
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R. ▇▇▇▇ ▇▇▇▇▇▇▇
President
FORUM ACCOUNTING SERVICES, LLC
By:
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Secretary
13
ISI FUNDS
FUND ACCOUNTING AGREEMENT
APPENDIX A
FUNDS AND CLASSES OF THE COMPANIES
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COMPANY FUNDS CLASSES
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ISI Strategy Fund, Inc. ISI Strategy Fund Single class
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Managed Municipal Fund, Inc. Managed Municipal Fund Single class
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North American Government Bond Fund, Inc. North American Government Bond Fund Class A Shares
Class C Shares
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Total Return US Treasury Fund, Inc. Total Return US Treasury Fund Single class
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A-1
