MUTUAL FUND SERVICES AGREEMENT
THIS AGREEMENT is made as of this 24th day of September, 2007, by and
between each of the ISI Strategy Fund, Inc., Managed Municipal Fund, Inc., North
American Government Bond Fund, Inc. and Total Return US Treasury Fund, Inc.,
individually, and not jointly (individually referred to herein as a "Company"
and collectively as the "Companies"), corporations organized under the laws of
the State of Maryland, with their principal office and place of business at 00
Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and Ultimus Fund
Solutions, LLC ("Ultimus"), a limited liability company organized under the laws
of the State of Ohio and having its principal place of business at 000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000.
WHEREAS, each Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, each Company desires that Ultimus provide certain mutual fund
services for each Company now in existence (listed in Schedule A hereto) or as
hereafter may be established from time to time and made subject to this
Agreement; and
WHEREAS, Ultimus is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. RETENTION OF ULTIMUS.
Each Company hereby retains Ultimus to act as the administrator, fund
accountant and transfer agent and to furnish it with the services as set forth
below. Ultimus hereby accepts such employment to perform such duties.
2. ADMINISTRATION SERVICES.
Ultimus shall provide each Company with regulatory reporting services;
shall provide all necessary office space, equipment, personnel, compensation and
facilities for handling the affairs of the Companies; and shall provide such
other services as each Company may request that Ultimus perform consistent with
its obligations under this Agreement. Without limiting the generality of the
foregoing, Ultimus shall:
(a) calculate each Company's expenses and administer all disbursements
for each Company, and as appropriate, compute a Company's yields,
total return, expense ratios and portfolio turnover rate;
(b) prepare and coordinate, in consultation with Company counsel, the
preparation of prospectuses, statements of additional information,
registration statements and proxy materials;
(c) prepare such reports, notice filing forms and other documents
(including reports regarding the sale and redemption of shares of a
Company as may be required in order to comply with federal and state
securities law) as may be necessary or
desirable to make notice filings relating to a Company's shares with
state securities authorities, monitor the sale of Company shares for
compliance with state securities laws, and file with the appropriate
state securities authorities the compliance filings as may be
necessary or convenient to enable a Company to make a continuous
offering of its shares;
(d) develop and prepare, with the assistance of a Company's investment
adviser, communications to shareholders, including the annual report
to shareholders, coordinate the mailing of prospectuses, notices,
proxy statements, proxies and other reports to Company shareholders,
and supervise and facilitate the proxy solicitation process for all
shareholder meetings, including the tabulation of shareholder votes;
(e) administer contracts on behalf of a Company with, among others, the
Company's investment adviser, sub-adviser, distributor and
custodian;
(f) calculate performance data of each Company for dissemination to
information services covering the investment company industry;
(g) prepare and file all Company tax returns and prepare and mail annual
Forms 1099, Forms W-2P and Forms 5498 to shareholders, with a copy
to the Internal Revenue Service;
(h) manage the layout and printing of prospectuses and supplements
thereto, and manage and coordinate layout and printing of a
Company's semi-annual and annual reports to shareholders;
(i) provide individuals reasonably acceptable to the Company's Directors
to serve as officers of the Company, who will be responsible for the
management of certain of the Company's affairs as determined by the
Directors;
(j) advise the Company and its Directors on matters concerning the
Company and its affairs, including making recommendations regarding
dividends and distributions;
(k) obtain and keep in effect on behalf of the Company, and make all
necessary filings regarding, fidelity bonds and directors and
officers/errors and omissions insurance policies for the Company in
accordance with the requirements of the 1940 Act and as such bonds
and policies are approved by the Directors;
(l) monitor and advise the Companies on their registered investment
company status under the Internal Revenue Code of 1986;
(m) monitor and advise the Companies on compliance with applicable
limitations as imposed by the 1940 Act and the rules and regulations
thereunder or set forth in the Company's then current Prospectus or
Statement of Additional Information;
(n) provide such internal legal services as are requested by the Company
including, but not limited to, the coordination of meetings and
preparation of materials for the quarterly and special meetings of
the Directors and meetings of the Company's shareholders;
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(o) cooperate with, and take all reasonable actions in the performance
of its duties under this Agreement to ensure that all necessary
information is made available to the Company's independent public
accountants in connection with the preparation of any audit or
report requested by the Company;
(p) cooperate with, and take all reasonable actions in the performance
of its duties under this Agreement to ensure that the necessary
information is made available to the Securities and Exchange
Commission (the "SEC") or any other regulatory authority in
connection with any regulatory audit of a Company or the investment
adviser of a Company;
(q) perform all administrative services and functions of the Company to
the extent administrative services and functions are not provided to
the Company by other agents of the Company;
(r) prepare and file with the SEC: (i) the semi-annual reports for the
Company on Form N-SAR and N-CSR; (ii) Form N-Q; (iii) Form N-PX; and
(iv) all required notices pursuant to Rule 24f-2 under the 1940 Act;
and
(s) furnish advice and recommendations with respect to other aspects of
the business and affairs of the Company as the Company and Ultimus
shall determine desirable.
3. FUND ACCOUNTING SERVICES
Ultimus will provide each Company with the fund accounting services as set
forth below:
(a) MAINTENANCE OF BOOKS AND RECORDS.
Ultimus shall maintain and keep current the accounts, books, records
and other documents relating to the Company's financial and
portfolio transactions as may be required by the rules and
regulations of the SEC adopted under Section 31(a) of the 1940 Act.
Ultimus shall cause the subject records of the Company to be
maintained and preserved pursuant to the requirements of the 1940
Act.
(b) PERFORMANCE OF DAILY ACCOUNTING SERVICES.
In addition to the maintenance of the books and records specified
above, Ultimus shall perform the following accounting services daily
for each Company:
(i) Calculate the net asset value per share utilizing prices
obtained from the sources described in subsection
1(b)(ii) below;
(ii) Obtain security prices from independent pricing
services, or if such quotes are unavailable, then obtain
such prices from each Company's investment adviser or
its designee, as approved by the Company's Board of
Directors;
(iii) Verify and reconcile with the Company's custodian all
daily trade activity;
(iv) Compute, as appropriate, the Company's net income and
capital gains, dividend payables, dividend factors,
yields, and weighted average portfolio maturity;
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(v) Review daily the net asset value calculation and
dividend factor (if any) for the Company prior to
release to shareholders, check and confirm the net asset
values and dividend factors for reasonableness and
deviations, and distribute net asset values and yields
to NASDAQ;
(vi) Determine unrealized appreciation and depreciation on
securities held by the Company;
(vii) Amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested
by the Company;
(viii)Update fund accounting system to reflect rate changes,
as received from a Company's investment adviser, on
variable interest rate instruments;
(ix) Post Company transactions to appropriate categories;
(x) Accrue expenses of the Company;
(xi) Determine the outstanding receivables and payables for
all (1) security trades, (2) Company share transactions
and (3) income and expense accounts;
(xii) Provide accounting reports in connection with the
Company's regular annual audit and other audits and
examinations by regulatory agencies; and
(xiii)Provide such periodic reports, as the parties shall
agree upon.
(c) SPECIAL REPORTS AND SERVICES.
(i) Ultimus may provide additional special reports upon the
request of the Company or a Company's investment
adviser, which may result in an additional charge, the
amount of which shall be agreed upon between the
parties.
(ii) Ultimus may provide such other similar services with
respect to a Company as may be reasonably requested by
the Company, which may result in an additional charge,
the amount of which shall be agreed upon between the
parties.
(iii) Ultimus will provide an Anti-Money Laundering Officer
who shall furnish the Board with AML reports on a
periodic basis.
(d) ADDITIONAL ACCOUNTING SERVICES.
Ultimus shall also perform the following additional accounting
services for each Company:
(i) Provide monthly (or as frequently as may reasonably be
requested by the Company or a Company's investment
adviser) a set of financial statements for each Company
as described below, upon request of the Company:
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Security Purchases and Sales Journals
Company Holdings Reports
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(ii) Provide accounting information for the following:
(A) federal and state income tax returns and federal
excise tax returns;
(B) the Company's semi-annual reports with the SEC on
Form N-SAR;
(C) the Company's annual, and semi-annual shareholder
reports;
(D) registration statements on Form N-1A and other
filings relating to the registration of shares;
(E) Ultimus' monitoring of the Company's status as a
regulated investment company under Subchapter M of
the Internal Revenue Code, as amended;
(F) annual audit by the Company's auditors; and
(G) examinations performed by the SEC.
4. TRANSFER AGENT AND SHAREHOLDER SERVICES
Ultimus will provide each Company with the transfer agent and shareholder
services as set forth below:
(a) Shareholder Transactions
------------------------
(i) Process shareholder purchase and redemption orders in
accordance with conditions set forth in the Company's
prospectus.
(ii) Set up account information, including address, dividend
option, taxpayer identification numbers and wire instructions.
(iii) Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(iv) Issue periodic statements for shareholders.
(v) Process transfers and exchanges.
(vi) Act as service agent and process dividend payments, including
the purchase of new shares, through dividend reimbursement.
(vii) Record the issuance of shares and maintain pursuant to SEC
Rule 17Ad-10(e) of the 1934 Act a record of the total number
of shares of each Company which are authorized, based upon
data provided to it by the Company, and issued and
outstanding.
(viii)Perform such services as required to comply with Rules 17a-24
and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules").
(ix) Administer and/or perform all other customary services of a
transfer agent.
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(b) Shareholder Information Services
--------------------------------
(i) Make information available to shareholder servicing unit and
other remote access units regarding trade date, share price,
current holdings, yields, and dividend information.
(ii) Produce detailed history of transactions through duplicate or
special order statements upon request.
(iii) Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to
current shareholders.
(iv) Respond as appropriate to all inquiries and communications
from shareholders relating to shareholder accounts.
(c) Compliance Reporting
--------------------
(i) Provides reports to the SEC and the states in which the
Company are registered.
(ii) Prepare and distribute appropriate Internal Revenue Service
forms for shareholder income and capital gains.
(iii) Issue tax withholding reports to the Internal Revenue Service.
(d) Dealer/Load Processing (if applicable)
--------------------------------------
(i) Provide reports for tracking rights of accumulation and
purchases made under a Letter of Intent.
(ii) Account for separation of shareholder investments from
transaction sale charges for purchase of Company shares.
(iii) Calculate fees due under 12b-1 plans for distribution and
marketing expenses.
(iv) Track sales and commission statistics by dealer and provide
for payment of commissions on direct shareholder purchases in
a load Company.
(e) Shareholder Account Maintenance
-------------------------------
(i) Maintain all shareholder records for each account in each
Company.
(ii) Issue customer statements on scheduled cycle, providing
duplicate second and third party copies if required.
(iii) Record shareholder account information changes.
(iv) Maintain account documentation files for each shareholder.
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Ultimus shall perform such other services for the Company that are
mutually agreed upon by the parties from time to time either at no additional
fees or for such reasonable and customary fees as are mutually agreed upon by
the parties; provided, however that the Company may retain third parties to
perform such other services. Such services may include performing internal audit
examination; mailing the annual reports of the Company; preparing an annual list
of shareholders; and mailing notices of shareholders' meetings, proxies and
proxy statements, for all of which the Company will pay Ultimus' out-of-pocket
expenses.
5. SUBCONTRACTING.
Ultimus may, at its expense and, upon written notice to the Company,
subcontract with any entity or person concerning the provision of the services
contemplated hereunder; provided, however, that Ultimus shall not be relieved of
any of its obligations under this Agreement by the appointment of such
subcontractor and provided further, that Ultimus shall be responsible, to the
extent provided in Section 11 hereof, for all acts of such subcontractor as if
such acts were its own.
6. ALLOCATION OF CHARGES AND EXPENSES.
Ultimus shall furnish at its own expense the executive, supervisory and
clerical personnel necessary to perform its obligations under this Agreement.
Ultimus shall also pay all compensation, if any, of officers of the Company who
are affiliated persons of Ultimus.
The Company assumes and shall pay or cause to be paid all other expenses
of the Company not otherwise allocated herein, including, without limitation,
organization costs, taxes, expenses for legal and auditing services, the
expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material
and notices to existing shareholders, all expenses incurred in connection with
issuing and redeeming shares, the costs of custodial services, the cost of
initial and ongoing registration and/or qualification of the shares under
federal and state securities laws, fees and out-of-pocket expenses of Directors
who are not affiliated persons of Ultimus or the investment adviser to the
Company, insurance premiums, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Company.
7. COMPENSATION OF ULTIMUS.
For the services to be rendered, the facilities furnished and the expenses
assumed by Ultimus pursuant to this Agreement, each Company shall pay to Ultimus
compensation for Administration and Accounting services in accordance to the fee
schedule set forth in Schedule B. For the Transfer Agent and Shareholder
Services provided by Ultimus pursuant to this Agreement Ultimus is compensated
in accordance to the fee schedule set forth in Schedule C.
Each Schedule is attached hereto and, such Schedules may be amended from
time to time by mutual, written agreement of the parties. Such compensation
shall be calculated and accrued daily, and paid to Ultimus monthly.
If this Agreement becomes effective subsequent to the first day of a month
or terminates before the last day of a month, Ultimus' compensation for that
part of the month in which this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as
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set forth above. Payment of Ultimus' compensation for the preceding month shall
be made promptly.
8. REIMBURSEMENT OF EXPENSES
In addition to paying Ultimus the fees described in Schedules B and C attached
hereto, the Company agrees to reimburse Ultimus for its reasonable out-of-pocket
expenses in providing services hereunder, including without limitation the
following:
(a) Reasonable travel and lodging expenses incurred by officers and
employees of Ultimus in connection with attendance at shareholders'
meetings;
(b) All freight and other delivery and bonding charges incurred by
Ultimus in delivering materials to and from the Company;
(c) All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by Ultimus in
communication with the Company, the Company's investment adviser or
custodian, dealers or others as required for Ultimus to perform the
services to be provided hereunder;
(d) The cost of obtaining security market quotes;
(e) The cost of microfilm, microfiche or other methods of storing
records or other materials;
(f) The cost of printing and generating confirmations, statements and
other documents and the cost of mailing such documents to
shareholders and others;
(g) All expenses incurred in connection with any custom programming or
systems modifications required to provide any special reports or
services requested by the Company and not contemplated by this
Agreement; and
(h) Any expenses Ultimus shall incur for services provided at the
written direction of an officer of the Company thereunto duly
authorized other than an employee or other affiliated person of
Ultimus who may otherwise be named as an authorized representative
of the Company for certain purposes that are not otherwise
contemplated or provide for under this Agreement.
9. EFFECTIVE DATE.
This Agreement shall become effective with respect to a Company as of the date
first written above (or, if a particular Company is not in existence on that
date, on the date such Company commences operation) (the "Effective Date").
10. TERM OF THIS AGREEMENT.
This Agreement shall continue in effect, unless earlier terminated by either
party hereto as provided hereunder, for a period of two years. Thereafter,
unless otherwise terminated as provided herein, this Agreement shall be renewed
automatically for successive one-year periods.
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This Agreement may be terminated without penalty: (i) by provision of
sixty (60) days' written notice by either party; (ii) by mutual agreement of the
parties; or (iii) for "cause" (as defined herein) upon the provision of thirty
(30) days' advance written notice by the party alleging cause.
For purposes of this Agreement, "cause" shall mean: (i) a material breach
of this Agreement that has not been remedied within thirty (30) days following
written notice of such breach from the non-breaching party, (ii) a series of
negligent acts or omissions or breaches of this Agreement which, in the
aggregate, constitute in the reasonable judgment of the Company, a serious
failure to perform satisfactorily Ultimus' obligations hereunder; (iii) a final,
unappealable judicial, regulatory or administrative ruling or order in which the
party to be terminated has been found guilty of criminal or unethical behavior
in the conduct of its business; or (iv) financial difficulties on the part of
the party to be terminated which are evidenced by the authorization or
commencement of, or involvement by way of pleading, answer, consent or
acquiescence in, a voluntary or involuntary case under Title 11 of the United
States Code, as from time to time is in effect, or any applicable law, other
than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or the modification or alteration of the rights of
creditors.
Notwithstanding the foregoing, after such termination for so long as
Ultimus, with the written consent of the Company, in fact continues to perform
any one or more of the services contemplated by this Agreement or any schedule
or exhibit hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in full
force and effect. Compensation due Ultimus and unpaid by the Company upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. Unless termination is by notice giver by Ultimus or for "cause"
where a Company is the alleging party, Ultimus shall be entitled to collect from
the Companies, in addition to the compensation described in Schedules B and C,
the amount of all of Ultimus' cash disbursements for services in connection with
Ultimus' activities in effecting such termination, including without limitation,
the delivery to a Company and/or its designees of a Company's property, records,
instruments and documents.
11. STANDARD OF CARE.
The duties of Ultimus shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against Ultimus
hereunder. Ultimus shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in performing the
services provided for under this Agreement. Ultimus shall be liable for any
damages arising directly or indirectly out of Ultimus' failure to perform its
duties under this Agreement to the extent such damages arise directly or
indirectly out of Ultimus' willful misfeasance, bad faith, negligence in the
performance of its duties, or reckless disregard of it obligations and duties
hereunder. (As used in this Section 11, the term "Ultimus" shall include
directors, officers, employees and other agents of Ultimus as well as Ultimus
itself.)
Without limiting the generality of the foregoing or any other provision of
this Agreement, (i) Ultimus shall not be liable for losses beyond its reasonable
control, provided that Ultimus has acted in accordance with the standard of care
set forth above and has taken reasonably appropriate actions to mitigate such
losses; and (ii) Ultimus shall not be liable for the validity or invalidity or
authority or lack thereof of any instruction, notice or other instrument that
Ultimus reasonably believes to be genuine and to have been signed or presented
by a duly authorized representative of the Company (other than an employee or
other affiliated persons of Ultimus
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who may otherwise be named as an authorized representative of the Company for
certain purposes).
Ultimus may apply to the Company at any time for instructions and may
consult with counsel for the Company or its own counsel and with accountants and
other experts with respect to any matter arising in connection with Ultimus'
duties hereunder, and Ultimus shall not be liable or accountable for any action
taken or omitted by it in good faith in accordance with such instruction or with
the reasonable written opinion of such counsel, accountants or other experts
qualified to render such opinion.
12. INDEMNIFICATION.
The Company agrees to indemnify and hold harmless Ultimus from and against
any and all actions, suits, claims, losses, damages, costs, charges, reasonable
counsel fees and disbursements, payments, expenses and liabilities (including
reasonable investigation expenses) (collectively, "Losses") arising directly or
indirectly out of any action or omission to act which Ultimus takes (i) at any
request or on the direction of or in reliance on the reasonable advice of the
Company, (ii) upon any instruction, notice or other instrument that Ultimus
reasonably believes to be genuine and to have been signed or presented by a duly
authorized representative of the Company (other than an employee or other
affiliated person of Ultimus who may otherwise be named as an authorized
representative of the Company for certain purposes) or (iii) on its own
initiative, in good faith and in accordance with the standard of care set forth
herein, in connection with the performance of its duties or obligations
hereunder; provided, however that the Company shall have no obligation to
indemnify or reimburse Ultimus under this Section 12 to the extent that Ultimus
is entitled to reimbursement or indemnification for such Losses under any
liability insurance policy described in this Agreement or otherwise.
Ultimus shall not be indemnified against or held harmless from any Losses
arising directly or indirectly out of Ultimus' own willful misfeasance, bad
faith, negligence in the performance of its duties, or reckless disregard of its
obligations and duties hereunder. (As used in this Section 12, the term
"Ultimus" shall include directors, officers, employees and other agents of
Ultimus as well as Ultimus itself.)
13. RECORD RETENTION AND CONFIDENTIALITY.
Ultimus shall keep and maintain on behalf of the Company all books and
records which the Company and Ultimus is, or may be, required to keep and
maintain pursuant to any applicable statutes, rules and regulations, including
without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the
maintenance of books and records in connection with the services to be provided
hereunder. Ultimus further agrees that all such books and records shall be the
property of the Company and to make such books and records available for
inspection by the Company or by the SEC at reasonable times and otherwise to
keep confidential all books and records and other information relative to the
Company and its shareholders; except when requested to divulge such information
by duly-constituted authorities or court process.
14. FORCE MAJEURE.
Ultimus assumes no responsibility hereunder, and shall not be liable, for
any damage, loss of data, delay or any other loss whatsoever caused by events
beyond its reasonable control, including acts of civil or military authority,
national emergencies, fire, flood, catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power
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supply, provided however, that Ultimus shall have policies, procedures and
systems in place intended to mitigate losses and damages to a Company should
such events occur and, should such events occur, Ultimus shall take reasonably
appropriate actions to mitigate such losses or damages.
15. RIGHTS OF OWNERSHIP; RETURN OF RECORDS.
All records and other data except computer programs and procedures
developed to perform services required to be provided by Ultimus are the
exclusive property of the Company and all such records and data will be
furnished to the Company in appropriate form as soon as practicable after
termination of this Agreement for any reason. Ultimus may at its option at any
time, and shall promptly upon the Company's demand, turn over to the Company and
cease to retain Ultimus' files, records and documents created and maintained by
Ultimus pursuant to this Agreement which are no longer needed by Ultimus in the
performance of its services or for its legal protection. If not so turned over
to the Company, such documents and records will be retained by Ultimus for six
years from the year of creation. At the end of such six-year period, such
records and documents will be turned over to the Company unless the Company
authorizes in writing the destruction of such records and documents.
16. REPRESENTATIONS OF THE COMPANY.
The Company certifies to Ultimus that: (1) as of the close of business on
the Effective Date, each Company that is in existence as of the Effective Date
has authorized shares, and (2) this Agreement has been duly authorized by the
Company and, when executed and delivered by the Company, 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.
17. REPRESENTATIONS OF ULTIMUS.
Ultimus represents and warrants that: (1) the various procedures and
systems which Ultimus has implemented with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause the records, and other
data of the Company and Ultimus' records, data, equipment facilities and other
property used in the performance of its obligations hereunder are adequate and
that it will make such changes therein from time to time as are required for the
secure performance of its obligations hereunder, (2) this Agreement has been
duly authorized by Ultimus and, when executed and delivered by Ultimus, will
constitute a legal, valid and binding obligation of Ultimus, enforceable against
Ultimus 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, (3) it is duly registered
with the appropriate regulatory agency as a transfer agent and such registration
will remain in full force and effect for the duration of the Agreement, and (4)
it has and will continue to have access to the necessary facilities, equipment
and personnel to perform its duties and obligations under this Agreement.
18. INSURANCE.
Ultimus shall furnish the Company with pertinent information concerning
the professional liability insurance coverage that it maintains. Such
information shall include the identity of the insurance carrier(s), coverage
levels and deductible amounts. Ultimus shall notify
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the Company should any of its insurance coverage be canceled or reduced. Such
notification shall include the date of change and the reasons therefore. Ultimus
shall notify the Company of any material claims against it with respect to
services performed under this Agreement, whether or not they may be covered by
insurance, and shall notify the Company from time to time as may be appropriate
of the total outstanding claims made by Ultimus under its insurance coverage.
19. INFORMATION TO BE FURNISHED BY THE COMPANY.
Each Company has furnished to Ultimus the following:
(a) Copies of the Articles of Incorporation and of any amendments
thereto, certified by the proper official of the state in which such
document has been filed.
(b) Copies of the following documents:
(1) The Company's Bylaws and any amendments thereto; and
(2) Certified copies of resolutions of the Directors covering the
approval of this Agreement, authorization of a specified
officer of the Company to execute and deliver this Agreement
and authorization for specified officers of the Company to
instruct Ultimus thereunder.
(c) A list of all the officers of the Company, together with specimen
signatures of those officers who are authorized to instruct Ultimus
in all matters.
(d) Copies of the Prospectus and Statement of Additional Information for
each Company.
20. AMENDMENTS TO AGREEMENT.
This Agreement, or any term thereof, may be changed or waived only by
written amendment signed by the party against whom enforcement of such change or
waiver is sought.
For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical under the circumstances, and Ultimus
may conclusively assume that any special procedure which has been approved by
the Company does not conflict with or violate any requirements of its Articles
of Incorporation or then current prospectuses, or any rule, regulation or
requirement of any regulatory body.
21. COMPLIANCE WITH LAW.
Except for the obligations of Ultimus otherwise set forth herein, the
Company assumes full responsibility for the preparation, contents and
distribution of each prospectus of the Company as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the 1940 Act and any other laws, rules and regulations of
governmental authorities having jurisdiction, all as may be amended form time to
time. The Company represents and warrants that no shares of the Company will be
offered to the public until the Company's registration statement under the
Securities Act and the 1940 Act has been declared or becomes effective.
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22. NOTICES.
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such
notice, at the following address: if to the Company, at 00 Xxxx 00xx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: R. Xxxx Xxxxxxx; and if to Ultimus,
at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000, Attn: Xxxxxx X.
Xxxxxx; or at such other address as such party may from time to time specify in
writing to the other party pursuant to this Section.
23. ASSIGNMENT.
This Agreement and the rights and duties hereunder shall not be assignable
by either of the parties hereto except by the specific written consent of the
other party. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and permitted
assigns.
24. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State
of Ohio and the applicable provisions of the 1940 Act. To the extent that the
applicable laws of the State of Ohio, or any of the provisions herein, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
25. LIMITATION OF LIABILITY.
A copy of the Articles of Incorporation of each Company is on file with
the State of Maryland and notice is hereby given that this instrument is
executed on behalf of the Board of Directors of each Company and not
individually and that the obligations of this instrument are not binding upon
any of the Directors, officers or shareholders individually but are binding only
upon the assets and property of the Company (or if the matter relates only to a
particular Company, that Company), and the Ultimus shall look only to the assets
of the Company, or the particular Company, for the satisfaction of such
obligations.
26. PRIVACY
Nonpublic personal financial information relating to consumers or
customers of the Companies provided by, or at the direction of a Company to
Ultimus, or collected or retained by Ultimus in the course of performing its
duties shall be considered confidential information. Ultimus shall not give,
sell or in any way transfer such confidential information to any person or
entity, other than affiliates of Ultimus where such transfer to affiliates is
reasonably necessary or appropriate and relates to Ultimus' or such affiliates
performance of services and/or internal operations with respect to a Company or
any affiliates of a Company, except at the direction of a Company or as required
or permitted by law. Ultimus represents, warrants and agrees that it has in
place and will maintain physical, electronic and procedural safeguards
reasonably designed to protect the security, confidentiality and integrity of,
and to prevent unauthorized access to or use of records and information relating
to consumers and customers of a Company. Each Company represents to Ultimus that
it has adopted a Statement of its privacy policies and practices as required by
the SEC's Regulation S-P and agrees to provide Ultimus with a copy of such
statement annually.
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27. MULTIPLE ORIGINALS.
This Agreement may be executed in two or more counterparts, each of which
when so executed shall be deemed to be an original, but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
ISI STRATEGY FUND, INC
By: /s/ R. Xxxx Xxxxxxx
--------------------------------------
Title: President
MANAGED MUNICIPAL FUND, INC.
By: /s/ R. Xxxx Xxxxxxx
--------------------------------------
Title: President
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
By: /s/ R. Xxxx Xxxxxxx
--------------------------------------
Title: President
TOTAL RETURN US TREASURY FUND, INC.
By: /s/ R. Xxxx Xxxxxxx
--------------------------------------
Title: President
ULTIMUS FUND SOLUTIONS, LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Title: President
14
SCHEDULE A
TO THE MUTUAL FUND SERVICES AGREEMENT BETWEEN
ISI FUNDS
AND
ULTIMUS FUND SOLUTIONS, LLC
FUND COMPANY
------------
ISI Strategy Fund, Inc.
Managed Municipal Fund, Inc.
North American Government Bond Fund, Inc.
Total Return US Treasury Fund, Inc.
15
SCHEDULE B
TO THE MUTUAL FUND SERVICES AGREEMENT BETWEEN
ISI FUNDS
AND
ULTIMUS FUND SOLUTIONS, LLC
FEES:
Ultimus Fund Solutions will provide all of the fund administration and
fund accounting and pricing services described herein for a monthly fee
calculated with respect to the combined assets of the Companies as follows:
-----------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ASSET BASED FEE
-----------------------------------------------------------------------------
Up to $500 million .100%
-----------------------------------------------------------------------------
$500 million to $1 billion .075%
-----------------------------------------------------------------------------
In excess of $1 billion .060%
-----------------------------------------------------------------------------
The fee will be subject to an annual minimum of $500,000.
Each Company is responsible for its operating expenses, such as federal
and state filing fees, insurance premiums, typesetting and printing of its
public documents, and fees and expenses of its other vendors and providers.
PERFORMANCE REPORTING:
For Performance Reporting (including After-Tax Performance Reporting),
Ultimus agrees to absorb all fees and expenses for each Company.
OUT-OF-POCKET EXPENSES:
The fees set forth above shall be in addition to the payment of
out-of-pocket expenses, as provided for in Section 8 of this Agreement.
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SCHEDULE C
TO THE MUTUAL FUND SERVICES AGREEMENT BETWEEN
ISI FUNDS
AND
ULTIMUS FUND SOLUTIONS, LLC
FEES:
Ultimus Fund Solutions will provide all of the transfer agent and
shareholder services described herein based on the following fee schedule:
Annual fee per shareholder account:
Direct Accounts $20.00 per open account
Fund/SERV Accounts $15.00 per open account
Minimum annual fee $12,000 per Company
Ultimus charges a $15.00 annual maintenance fee for XXX accounts.
In addition to the above fees, each Company will reimburse Ultimus Fund
Solutions or pay directly certain out-of-pocket expenses incurred on a Company's
behalf, including but not limited to, postage, confirmations, statements,
printing, telephone lines, Internet access fees, bank service charges, Company
specific Fund/SERV and Networking costs, and other industry standard transfer
agent expenses.
OPTIONAL SERVICES
-----------------
For Web Inquiry access, Ultimus charges an annual fee of $2,500 per
Company.
For the Voice Response Unit ("VRU") access, Ultimus will waive its
one-time set up fee for this service. Ongoing charges for VRU are based upon
usage and are an out-of-pocket expense to the Company.
17
