EXPENSE LIMITATION AGREEMENT
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
CLASS C SHARES
THIS EXPENSE LIMITATION AGREEMENT is made as of the 1st day of March
2006 by and between NORTH AMERICAN GOVERNMENT BOND FUND, INC., a Maryland
corporation (the "Fund"), and INTERNATIONAL STRATEGY & INVESTMENT INC., a
Delaware corporation ("ISI" or the "Advisor"), with respect to the following:
WHEREAS, ISI serves as the Fund's investment advisor pursuant to an
Investment Advisory Agreement dated December 15, 1992; and
WHEREAS, ISI has voluntarily agreed to waive its fees with respect to
the Fund and reimburse expenses with respect to the Class C Shares of the Fund
so that the total annual operating expenses of the Class C Shares do not exceed
1.85% of the average daily net assets of the Class C Shares of the Fund; and
WHEREAS, the Fund and ISI desire to formalize this voluntary fee waiver
arrangement for a one-year period beginning on March 1, 2006 and ending February
28, 2007.
NOW THERETOFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. ISI agrees to waive its fee with respect to the Fund and reimburse
the expenses of the Class C Shares of the Fund for a period from March 1, 2005
through February 28, 2006 to the extent necessary so that the total annual
operating expenses of the Class C Shares of the Fund do not exceed 1.85% of its
average daily net assets.
2. Upon the termination of the Investment Advisory Agreement this
Agreement shall automatically terminate.
3. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretations thereof, if any, by the United States Courts or
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC issued pursuant to said Act. In addition, where
the effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
Otherwise the provisions of this Agreement shall be interpreted in accordance
with the laws of Maryland.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
Attest: ______________________ By: /s/ R. Xxxx Xxxxxxx
R. Xxxx Xxxxxxx
Title: President
INTERNATIONAL STRATEGY & INVESTMENT INC.
Attest: ______________________ By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Title: Executive Vice President
