FORM OF EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 1st day of March,
2001 by and between MANAGED MUNICIPAL 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, the Advisor serves as the Fund's investment advisor pursuant
to an Investment Advisory Agreement dated April 1, 1991; and
WHEREAS, the Advisor has voluntarily agreed to waive its fees and
reimburse expenses so that the Fund's total annual operating expenses do not
exceed 0.95% of its average daily net assets; and
WHEREAS, the Fund and the Advisor desire to formalize this voluntary
fee waiver and expense reimbursement arrangement for the period beginning on
March 1, 2001 and ending on February 28, 2002.
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. The Advisor agrees to waive its fees and reimburse expenses for a
period from March 1, 2001 to February 28, 2002 to the extent
necessary so that the Fund's total annual operating expenses do not
exceed 0.95% 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 Investment Company Act of 1940 as amended (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.
[SEAL]
MANAGED MUNICIPAL FUND, INC.
Attest: _____________________ By: ___________________________
Name: ______________________ Name: ___________________________
Title: __________________________
INTERNATIONAL STRATEGY &
INVESTMENT INC.
Attest: ____________________ By: ___________________________
Name: _____________________ Name: ___________________________
Title: __________________________
