Exhibit 99.-d(2)
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 1st day of August, 2002
by and among 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 so that the Fund's
total annual operating expenses do not exceed 1.25% of its average daily net
assets; and
WHEREAS, the Fund and ISI desire to formalize this voluntary fee waiver
arrangement for a one year period beginning on August 1, 2002 and ending on July
31, 2003.
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 for a period from August 1, 2002 to July 31,
2003 to the extent necessary so that the Fund's total annual operating expenses
do not exceed 1.25% 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.
[SEAL]
NORTH AMERICAN GOVERNMENT
BOND FUND, INC.
Attest: /s/Xxxxxxxx Xxxxxx by: /s/R. Xxxx Xxxxxxx
------------------ ------------------
By: R. Xxxx Xxxxxxx
Title: President
INTERNATIONAL STRATEGY &
INVESTMENT INC.
Attest: /s/Xxxxxxxx Xxxxxx by: /s/Xxxxx Xxxxx
By: Xxxxx Xxxxx
Title: Executive Vice President
