EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 1st day of March,
1999 by and among MANAGED MUNICIPAL FUND, INC., a Maryland corporation (the
"Fund"), INTERNATIONAL STRATEGY & INVESTMENT INC., a Delaware corporation ("ISI"
or the "Advisor"), and INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation
("ICC" or the "Administrator"), with respect to the following:
WHEREAS, ISI serves as the Fund's investment advisor pursuant to an
Investment Advisory Agreement dated April 1, 1991 and ICC serves as the Fund's
administrator pursuant to a Master Services Agreement dated January 1, 1994; and
WHEREAS, ICC and ISI have voluntarily agreed to waive their fees and
reimburse expenses proportionately so that the Fund's total annual operating
expenses do not exceed 0.90% of its average daily net assets; and
WHEREAS, the Fund, ISI and ICC desire to formalize these voluntary fee
waiver and expense reimbursement arrangements for a one year period beginning on
March 1, 1999 and ending on February 29, 2000.
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 and ICC agree to waive their respective fees and reimburse
expenses for a period from March 1, 1999 to February 29, 2000 to the extent
necessary, and in the proportion described in Appendix A attached hereto or such
other proportion as they may from time to time agree upon, so that the Fund's
total annual operating expenses do not exceed 0.90% of its average daily net
assets.
2. Upon the termination of the Investment Advisory Agreement, or the
Master Services 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]
MANAGED MUNICIPAL FUND, INC.
Attest:/s/Xxx X. Xxxxxx by:/s/ R. Xxxx Xxxxxxx
---------------------- ----------------------
By: R. Xxxx Xxxxxxx
Title: President
INTERNATIONAL STRATEGY &
INVESTMENT INC.
Attest:/s/Xxx X. Xxxxxx by:/s/ Xxxxx Xxxxx
---------------------- ----------------------
By: Xxxxx Xxxxx
Title: Executive Vice President
INVESTMENT COMPANY CAPITAL
CORP.
Attest:/s/Xxx X. Xxxxxx by:/s/Xxxxxx X. Xxxxxxxx
---------------------- ----------------------
By: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
APPENDIX A
The Advisor and the Administrator agree to waive their respective fees
and reimburse expenses in the following proportion:
International Strategy & Investment Inc. _____%
Investment Company Capital Corp. _____%
