SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

TOTAL RETURN U.S. TREASURY FUND, INC.
MANAGED MUNICIPAL FUND, INC.
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
ISI STRATEGY FUND, INC.

(Name of Each Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

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(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

TOTAL RETURN U.S. TREASURY FUND, INC.
MANAGED MUNICIPAL FUND, INC.
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
ISI STRATEGY FUND, INC.

December 22, 2006

Dear Shareholder:

On February 12, 2007, the following investment companies will hold a Special
Joint Meeting of Shareholders. Collectively, these investment companies are
referred to as the "ISI Funds."

. Total Return U.S. Treasury Fund, Inc.
. Managed Municipal Fund, Inc.
. North American Government Bond Fund, Inc.
. ISI Strategy Fund, Inc.

You are being asked to vote on the following proposals:

1. To elect four (4) Directors; and

2. To transact any other business as may properly come before the Meeting.

The enclosed combined Proxy Statement for the ISI Funds discusses these
proposals. As a shareholder of one or more of the ISI Funds, you are asked to
review the Proxy Statement and to cast your vote on the proposals. Each Board
of Directors of the ISI Funds recommends that you vote FOR each proposal.

Your vote is important no matter how many shares you own. Voting your shares
early will avoid costly follow-up mail and telephone solicitation. After
reviewing the enclosed materials, please complete, sign and date your proxy
card and mail it promptly in the enclosed postage-paid envelope (unless you are
voting by telephone or via the Internet). If we do not hear from you by
January 24, 2007, our proxy solicitor may contact you. If you have any
questions about the proposal or the voting instructions, please call us at
1-800-955-7175 or call The Altman Group the ISI Funds' proxy solicitor, at
1-800-332-6309.

Very truly yours,

/s/ Margaret M. Beeler
-----------------------------
Margaret M. Beeler
Secretary
The ISI Funds

TOTAL RETURN U.S. TREASURY FUND, INC.
MANAGED MUNICIPAL FUND, INC.
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
ISI STRATEGY FUND, INC.

NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS

To be held on February 12, 2007

On February 12, 2007, the following investment companies will hold a Special
Joint Meeting of Shareholders (the "Meeting") at the offices of International
Strategy & Investment, Inc., the companies' investment adviser ("ISI"), 40 West
57th Street, 18th Floor, New York, New York 10019, at 2:00 p.m. Eastern time.
Collectively, these investment companies are referred to as the "ISI Funds."

. Total Return U.S. Treasury Fund, Inc.
. Managed Municipal Fund, Inc.
. North American Government Bond Fund, Inc.
. ISI Strategy Fund, Inc.

The shareholders of the ISI Funds are being asked to vote on the following
proposals:

1. To elect four (4) Directors; and

2. To transact any other business as may properly come before the Meeting.

The proposals are discussed in greater detail in the enclosed combined Proxy
Statement for all of the ISI Funds. You are entitled to vote at the Meeting if
you owned shares of any ISI Fund at the close of business on December 20, 2006
(the "Record Date"). If you attend the Meeting, you may vote your shares in
person. If you do not expect to attend the Meeting, please complete, date, sign
and return the enclosed proxy card in the enclosed postage-paid envelope
(unless you are voting by telephone or via the Internet).

We will admit to the Meeting: (1) all shareholders of record on the Record
Date; (2) persons holding proof of beneficial ownership at the Record Date,
such as a letter or account statement from the person's broker; (3) persons who
have been granted proxies; and (4) such other persons that we, in our sole
discretion, may elect to admit. All persons wishing to be admitted to the
meeting must present photo identification. If you plan to attend the Meeting,
please contact us at 1-800-955-7175.

By order of the Boards of Directors,

/s/ Margaret M. Beeler
------------------------------------
Margaret M. Beeler
Secretary
The ISI Funds

December 22, 2006

New York, New York

YOUR VOTE IS IMPORTANT

NO MATTER HOW MANY SHARES YOU OWN

It is important that you vote even if your account was closed after the
December 20, 2006 Record Date.

Please indicate your voting instructions on the enclosed proxy card, sign
and date the card, and return the card in the envelope provided. If you sign,
date and return the proxy card but give no voting instructions, your shares
will be voted "FOR" the proposals described in the combined Proxy Statement. If
you own shares of more than one ISI Fund, you will receive separate proxy
materials for each Fund you own.

To avoid the additional expense of further solicitation, we ask your
cooperation in mailing your proxy card promptly.

As an alternative to using the proxy card to vote, you may vote by
telephone, the Internet or in person. To vote by telephone or the Internet,
please call the toll-free number or log on to the Internet address listed on
the enclosed proxy card. If your Proxy Card does not specifically provide a
telephone or Internet voting option, you may not vote by telephone or the
Internet. Any proposal submitted to a vote at the Meeting by anyone other than
the officers or Directors of the ISI Funds, however, may be voted only in
person or by written proxy. If we do not receive your completed proxy card(s)
by January 24, 2007, our proxy solicitor may contact you.

If proxy cards submitted by corporations and partnerships are not signed by
the appropriate persons, as set forth in the voting instructions on the proxy
cards, they will not be voted.

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND

AND VOTE ON THE PROPOSAL

While we strongly encourage you to read the full text of the enclosed
combined Proxy Statement for all of the ISI Funds, we are also providing you
with a brief overview of the subject of the shareholder vote. Your vote is
important.

WHAT AM I BEING ASKED TO VOTE ON?

You are being asked to vote on a proposal to elect four (4) Directors for
the ISI Fund in which you have invested.

HAS EACH ISI FUND'S BOARD OF DIRECTORS (EACH, A "BOARD") APPROVED THE PROPOSAL?

Yes, each Board unanimously approved this proposal on December 7, 2006, and
recommends that you vote to approve the proposal.

WHY AM I BEING ASKED TO ELECT DIRECTORS?

The Investment Company Act of 1940, as amended (the "1940 Act"), requires
that a majority of each ISI Fund's Directors be elected by shareholders. New
Directors cannot be appointed to fill vacancies created by resignations or an
expansion of the Board unless, after the appointments, at least two-thirds of
the Directors have been elected by shareholders. Two (2) of the current members
of each ISI Fund's Board will stand for election at the Meeting. In addition,
you are being asked to elect two (2) new Directors. Information about the
current and proposed new Directors is included in the Proxy Statement.

WHY ARE YOU SENDING ME THIS INFORMATION?

We are sending you these proxy materials because you own shares of one or
more ISI Funds and have the right to vote on this very important proposal
concerning the ISI Fund in which you have invested.

WILL THE ISI FUNDS PAY FOR THIS PROXY SOLICITATION?

Yes, each ISI Fund will bear its pro rata share of these costs.

HOW DO I VOTE MY SHARES?

For your convenience, there are several ways you can vote:

. By Mail: Vote, sign and return the enclosed proxy card in the enclosed
self-addressed, postage-paid envelope;

. By Telephone: Use the telephone number on your Proxy Card. If your Proxy
Card does not specifically provide a telephone voting option, you may
not vote by telephone;

. In Person: Attend the Meeting, as described in the Proxy Statement. If
you wish to attend the Meeting, please notify us by calling
1-800-955-7175.

. Via the Internet: Use the Internet address on your Proxy Card. If your
Proxy Card does not specifically provide an Internet voting option; you
may not vote via the Internet.

WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?

If you need any help, or have any questions regarding the proposal or how to
vote your shares, please call us at 1-800-955-7175 or call The Altman Group,
the ISI Funds' proxy solicitor, at 1-800-332-6309.

TOTAL RETURN U.S. TREASURY FUND, INC.
MANAGED MUNICIPAL FUND, INC.
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
ISI STRATEGY FUND, INC.

40 WEST 57TH STREET, 18TH FLOOR
NEW YORK, NEW YORK 10019

1-800-955-7175

COMBINED PROXY STATEMENT

FOR THE SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 12, 2007

INTRODUCTION

These proxy materials, which include a Notice of Special Joint Meeting of
Shareholders, a combined Proxy Statement, and a proxy card, are being sent to
the shareholders of the following investment companies on behalf of each
investment company's Board of Directors (each, a "Board"). Collectively, these
investment companies are referred to as the "ISI Funds."

. Total Return U.S. Treasury Fund, Inc. ("Total Return")
. Managed Municipal Fund, Inc. ("Managed Municipal")
. North American Government Bond Fund, Inc. ("North American")
. ISI Strategy Fund, Inc. ("Strategy")

The Special Joint Meeting of Shareholders (the "Meeting") will be held on
February 12, 2007, at 2:00 p.m. Eastern time. The Meeting, and any adjournments
thereof, will be held at the offices of International Strategy & Investment,
Inc., the ISI Funds' investment adviser ("ISI" or the "Adviser"), 40 West 57th
Street, 18th Floor, New York, New York 10019.

SOLICITATION OF PROXIES

Each Board is soliciting votes from shareholders of the relevant ISI Fund
with respect to the proposals described in this Proxy Statement. The
approximate mailing date of this Proxy Statement is December 27, 2006. If the
accompanying proxy card is properly executed and returned in time to be voted
at the Meeting, the shares represented by that proxy card will be voted in
accordance with the instructions provided on the proxy card.

Executed proxy cards that are unmarked will be voted to approve the
proposals. At the Meeting, shareholders of each ISI Fund will be asked to:

1. To elect four (4) Directors; and

2. To transact any other business as may properly come before the Meeting.

Each Board has set the close of business on December 20, 2006 as the record
date ("Record Date"), and only shareholders of record on the Record Date will
be entitled to vote on these proposals at the Meeting. Additional information
regarding outstanding shares, voting your proxy card and attending the Meeting
are included at the end of this Proxy Statement in the section entitled "Voting
Information."

Each ISI Fund is required by federal law to file reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
The SEC maintains a Web site that contains information about each ISI Fund
(www.sec.gov). You can inspect and copy the proxy material, reports and other
information at the public reference facilities of the SEC, 100 F Street, N.E.,
Washington DC 20549. You can also obtain copies of these materials from the
Public Reference Branch, Office of Consumer Affairs and Information Services of
the SEC at 100 F Street, N.E., Washington DC 20549, at prescribed rates.

Each ISI Fund's most recent annual and semi-annual reports to shareholders
are available at no cost. To request a report, please call the ISI Funds
toll-free at 1-800-955-7175 or write to the ISI Funds at 40 West 57th Street,
18th Floor, New York, New York 10019.

PROPOSAL 1 -- ELECTION OF DIRECTORS

For election at the Meeting, each Board has approved the nomination of the
individuals listed below (the "Nominees"), each to serve as a Director of the
relevant ISI Fund until the earlier of his resignation, retirement, removal,
death, or the election of a qualified successor. Two of the Nominees currently
serve as Directors of each ISI Fund. If authority is granted to vote in the
election of Directors, the persons named as proxies will vote for the election
of the Nominees named below, each of whom has consented to serve, if elected.

If any of the Nominees is unable to serve for any reason, the persons named
as proxies will vote for such other nominee or nominees selected by the
relevant Board, or that Board may reduce the number of Directors as provided in
the relevant ISI Fund's By-Laws. Any other nominee or nominees who would serve
as a Director who is not an "interested person" as defined in the Investment
Company Act of 1940, as amended (the "1940 Act") ("Independent Directors"),
will be selected by the Independent Directors currently serving on the Board.
None of the ISI Funds knows of any reason why any of the Nominees would be
unable to serve, if elected.

Background

Each Board, which oversees the relevant ISI Fund's operations, currently
consists of three Directors. One of the current Directors, Edward S. Hyman, an
interested Director, has announced that he will retire from each Board upon the
election of a successor. Mr. R. Alan Medaugh has been nominated to serve as an
interested Director. The 1940 Act generally provides that at all times, a
majority of a fund's directors must be elected by shareholders, and that new
directors cannot be appointed to fill vacancies unless, after such
appointments, at least two-thirds of the directors have been elected by
shareholders. You are being asked to elect as Directors two of the current
Directors and two other Nominees.

Nominees for Election to each Board

The Nominees for election to each Board are:

. W. Murray Jacques
. Louis E. Levy
. R. Alan Medaugh
. Edward A. Kuczmarski

Mr. Jacques and Mr. Levy currently serve as Directors. Mr. Levy was elected
Independent Chairman of each Board at a joint meeting of the Boards held on
September 27, 2006. The following tables summarize information about each of
the current Directors standing for election at the Meeting and

each of the other Nominees, his position with the ISI Funds (if a current
Director), and his principal occupation within the last five years. There is no
defined term of office, and each Director serves until the earlier of his
resignation, retirement, removal, death, or the election of a qualified
successor. For purposes of this proxy, each nominee's address is c/o The ISI
Funds, 40 West 57th Street, 18th Floor, New York, New York 10019. Each current
Director oversees the four investment companies (each of which is comprised of
one investment portfolio) that constitute the ISI Funds.

INTERESTED PERSON

NAME (BIRTHDATE) PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS OTHER DIRECTORSHIPS
- ---------------- -------------------------------------------------- -------------------

R. Alan Medaugh* (August 20, 1943) President, ISI; Director, International Strategy & None.
Investment Group, Inc. (registered
broker-dealer) ("ISI Group").
Nominee for Director

- --------
* Mr. Medaugh, as President of ISI, is considered an "interested person" (as
defined in the 1940 Act) of each ISI Fund.

DISINTERESTED PERSONS

NAME (BIRTHDATE),

IF APPLICABLE,
POSITION WITH THE ISI
FUNDS AND YEAR PRINCIPAL OCCUPATION DURING THE PAST
COMMENCED SERVICE FIVE YEARS OTHER DIRECTORSHIPS
- --------------------- ------------------------------------- ------------------------------------

W. Murray Jacques (March 28, 1936) President, WMJ Consulting, LLC (real None.
estate investment management company)
Director since 2002 (1999 - present). Formerly,
Principal, CM Coastal Development,
LLC (real estate development) (2002 -
2006). Formerly, Chairman, Saint
David's School (2002 - 2004).

Louis E. Levy (November 16, 1932) Retired Partner, KPMG Peat Marwick None.
(retired 1990). Formerly Chairman of
Director since 1997; Chair since the Quality Control Inquiry Committee
September 27, 2006 of the American Institute of CPA's.
Formerly Director of Kimberly-Clark
Corporation (Personal Consumer
Products - Retired 2000), Household
International Inc. (Consumer Finance
- Retired 2004) and Scudder Group of
Mutual Funds (Retired 2005).

Edward A. Kuczmarski (November 7, Certified Public Accountant and Director or Trustee, 12 funds in the
1949) Partner of Hays & Company LLP Reich & Tang Fund Complex; Trustee,
(accounting firm). Empire Builder Tax Free Bond Fund.
Nominee for Director

Information About the Board

DIRECTOR OWNERSHIP OF THE ISI FUNDS' SHARES. Exhibit A to this Proxy
Statement details each Nominee's ownership of ISI Fund shares as of
November 30, 2006.

AUDIT AND COMPLIANCE COMMITTEE. Each ISI Fund's Audit and Compliance
Committee is made up of Mr. Jacques and Mr. Levy. In accordance with its
written charter adopted by the Board, this Committee assists the Board in
fulfilling its responsibility for oversight of fund accounting, each ISI Fund's
system of control, the Fund's process for monitoring compliance with laws and
regulations, and the quality and integrity of the financial reports and audits
of the Fund. The Committee is directly responsible for the appointment,
compensation, and oversight of the work of any independent audit firm employed
by an ISI Fund (including resolution of disagreements between management and
the auditor regarding financial reporting). The Committee reviews and approves
in advance any proposals by management of an ISI Fund or ISI to the Fund that
the Fund, ISI, or their affiliated persons employ the Fund's independent
auditor to render "permissible non-audit services," as that term is defined in
the rules and regulations of the SEC, to the Fund and to consider whether such
services are consistent with the independent auditor's independence.

NOMINATING COMMITTEE. Each ISI Fund's Nominating Committee is made up of
Mr. Jacques and Mr. Levy, both of whom are considered "independent" under
applicable provisions of the 1940 Act. This Committee is responsible for
nominating candidates for appointment or election to serve as Board Directors.
The Committee will not consider nominees for Directors received from the ISI
Funds' shareholders. This Committee does not have a written charter.

COMPENSATION COMMITTEE. The Compensation Committee is made up of Mr. Jacques
and Mr. Levy, both of whom are considered "independent" under applicable
provisions of the 1940 Act. This Committee is responsible for reviewing the
compensation paid to the Directors for its appropriateness, and making
recommendations to the Board with respect to the compensation of the Directors.
This Committee has a written charter.

During the fiscal year ended October 31, 2006, each Board met four times,
each Audit and Compliance Committee met two times; each Nominating Committee
met three times and each Compensation Committee met one time.

SHAREHOLDER COMMUNICATIONS. Shareholders may send communications to each
Fund's Board of Directors. Shareholders should send communications intended for
each Fund's Board by addressing the communications directly to that Board (or
individual Board members) and/or otherwise clearly indicating in the salutation
that the communication is for the Board (or individual Board members) and by
sending the communication to the Fund's office. Other shareholder
communications received by the Fund not directly addressed and sent to the
Fund's Board will be reviewed and generally responded to by management, and
will be forwarded to the Board only at management's discretion based on the
matters contained therein.

COMPENSATION. The following table sets forth the fees paid to the current
Directors who are standing for election at the Meeting for the fiscal year
ended October 31, 2006. The ISI Funds do not maintain a retirement plan for the
Directors.

Compensation Compensation Total Director
Compensation from Compensation from Compensation
from Managed from North From the ISI
Director Total Return Municipal Strategy American Funds
-------- ------------ ------------ ------------ ------------ --------------

Mr. Jacques 2,512.57 4,425.85 5,219.48 1,842.10 $14,000
Mr. Levy 2,512.57 4,425.85 5,219.48 1,842.10 $14,000

As of November 30, 2006, the Directors and officers of the ISI Funds in the
aggregate owned less than 1% of the outstanding shares of any ISI Fund.

Required Vote

Directors for each ISI Fund are elected by a plurality of the votes cast at
the Meeting in person and by proxy.

EACH BOARD RECOMMENDS THAT SHAREHOLDERS VOTE TO ELECT THE
NOMINEES AS DIRECTORS OF EACH ISI FUND.

GENERAL INFORMATION

OWNERSHIP OF SHARES

Information regarding the percent ownership of each person who, as of
December 20, 2006, to the knowledge of the ISI Funds, owned beneficially 5% or
more of any class of the outstanding shares of the Funds is included in Exhibit
B to this Proxy Statement.

Since the beginning of each ISI Fund's most recently completed fiscal year,
no Nominee has purchased or sold securities exceeding 1% of the outstanding
securities of any class of the Adviser or its affiliates.

PAYMENT OF SOLICITATION EXPENSES

Each ISI Fund will pay its pro rata share of the expenses of the
preparation, printing and mailing of this Proxy Statement and its enclosures
and of all solicitations. The ISI Funds have engaged The Altman Group, a proxy
solicitation firm, to assist in the solicitation of proxies. The aggregate cost
of retaining The Altman Group for this purpose is expected to be about $21,000,
plus expenses.

INFORMATION ABOUT THE ISI FUNDS

ORGANIZATION AND CAPITALIZATION. Each ISI Fund was incorporated under the
laws of the State of Maryland on the dates shown in the following table.

ISI FUND DATE INCORPORATED
- -------- -----------------
Total Return June 3, 1988
Managed Municipal January 5, 1990
North American October 20, 1992
Strategy June 12, 1997

Under each ISI Fund's Articles of Incorporation, the Fund may issue shares
of its capital stock with a par value of $0.001 per share. Each ISI Fund's
Articles of Incorporation provide for the establishment of separate series and
separate classes of shares by the Directors at any time without shareholder
approval. Currently, each ISI Fund, other than North American, offers one class
of shares. North American offers Class A and Class C shares.

OFFICERS. Information about each ISI Fund's officers is detailed in the
following table. Unless otherwise noted, the address of each officer is 40 West
57th Street, 18th Floor, New York, New York 10019.

TITLE, DATE
COMMENCED
OFFICER (BIRTHDATE) SERVICE PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
- ------------------- --------------------------------------- -----------------------------------------------

R. Alan Medaugh (August 20, 1943) President since 1992 President, ISI; Director, ISI Group.

Nancy Lazar (August 1, 1957) Vice President since 1992 Executive Vice President, Assistant
Treasurer, and Secretary, ISI; Executive
Vice President, Assistant Treasurer and
Secretary, ISI Group.

Carrie L. Butler (May 1, 1967) Vice President since 1992 Managing Director (since 2000) and
Assistant Vice President (1991 to 2000), ISI.

Edward J. Veilleux (August 26, 1943) Vice President since 1992 Since 2002, President, EJV Financial
Services, LLC (consulting and compliance
5 Brook Farm Court Hunt Valley, services firm) ("EJV Financial"); since
Maryland 21030 2005, Senior Vice President, Old Mutual
Advisor Funds II (formerly PBHG Funds)
(registered investment company with 18
portfolios); since 2002, officer of various
investment company clients of EJV
Financial; from 2000 to 2003, Trustee,
Devcap Trust (registered investment
company); from 1965 to 2002, Director,
Deutsche Asset Management (formerly B.T.
Alex Brown, Inc.); from 1987 to 2002,
Executive Vice President, Investment
Company Capital Corp. (registered
investment adviser).

Stephen V. Killorin (June 27, 1953) Vice President since 2002 Executive Managing Director and Chief
Financial Officer, ISI; Managing Director
Treasurer, Chief Financial Officer, and and Chief Financial Officer, ISI Group.
Chief Compliance Officer since 2004

Margaret M. Beeler (March 1, 1967) Secretary since 2004 Managing Director (since 2004), Associate
Managing Director (2000 to 2004), and
Assistant Vice President (1996 to 2000), ISI.

OTHER MATTERS TO COME BEFORE THE MEETING

The Boards do not know of any matters to be presented at the Meeting other
than those described in this Proxy Statement. If other business should properly
come before the Meeting, the proxy holders will vote on it in accordance with
their best judgment for those shares they are authorized to vote.

However, any proposal submitted to a vote at the Meeting by anyone other
than the officers or Directors of the ISI Funds may be voted only in person or
by written proxy.

SHAREHOLDER PROPOSALS

None of the ISI Funds is required to hold annual meetings of shareholders,
nor does any ISI Fund currently intend to hold a meeting of its shareholders in
2008. A Board will call a special meeting of shareholders of the relevant ISI
Fund or class only if required under the 1940 Act, or in its discretion, or
upon the written request of holders of 10% or more of the outstanding shares of
the relevant ISI Fund or class entitled to vote at such meeting.

INVESTMENT ADVISER

International Strategy & Investment, Inc., 40 West 57th Street, 18th Floor,
New York, New York 10019, serves as each ISI Fund's investment adviser.

INVESTMENT SUB-ADVISER

Los Angeles Capital Management and Equity Research, Inc., 11150 Santa Monica
Boulevard, Suite 200, Los Angeles, California 90025, serves as Strategy's
investment sub-adviser.

PRINCIPAL UNDERWRITER

International Strategy and Investment Group Inc., 40 West 57th Street, 18th
Floor, New York, New York 10019, serves as each ISI Fund's principal
underwriter.

ADMINISTRATOR AND TRANSFER AGENT

Citigroup Fund Services, LLC, Two Portland Square, Portland, Maine 04101,
serves as each ISI Fund's administrator and transfer agent.

CUSTODIAN

The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois
60675, acts as the custodian of each ISI Fund's assets.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Briggs, Bunting & Dougherty, LLP, Two Penn Center, Suite 820, Philadelphia,
Pennsylvania 19102, serves as each ISI Fund's independent registered public
accounting firm.

COUNSEL

Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York,
New York 10036, serves as each ISI Fund's counsel and as counsel to the
disinterested Directors.

REPORTS TO SHAREHOLDERS

Each ISI Fund will furnish, without charge, a copy of its most recent annual
report and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of an ISI Fund's reports should direct
all written requests to the attention of the Fund, at the offices of

International Strategy & Investment, Inc., 40 West 57th Street, 18th Floor, New
York, New York 10019, or call toll-free 1-800-955-7175.

VOTING INFORMATION

VOTING RIGHTS

Shareholders of record on the Record Date are entitled to be present and to
vote at the Meeting. Each share or fractional share is entitled to one vote or
fraction thereof. Exhibit C of this Proxy Statement sets forth the number of
shares of each class of each ISI Fund issued and outstanding as of the Record
Date. Shareholders of each ISI Fund will vote on each proposal as a single
class regardless of the class of shares they own.

If the enclosed proxy card is properly executed and returned in time to be
voted at the Meeting, the shares represented by the proxy card will be voted in
accordance with the instructions marked on the proxy card. If no instructions
are marked on the proxy card, the proxy will be voted FOR the proposals. Any
shareholder who has given a proxy has the right to revoke it any time prior to
its exercise by attending the Meeting and voting his or her shares in person,
or by submitting a letter of revocation or a later-dated proxy card to the ISI
Fund at the address indicated on the enclosed envelope provided with this Proxy
Statement. Any letter of revocation or later-dated proxy card must be received
by the relevant ISI Fund prior to the Meeting and must indicate your name and
account number to be effective. Proxies voted by telephone may be revoked at
any time before they are voted at the Meeting in the same manner that proxies
voted by mail may be revoked.

Each ISI Fund expects that broker-dealer firms holding shares of the Fund in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on the
proposals at the Meeting. Each ISI Fund understands that, under the rules of
the New York Stock Exchange, such broker-dealers may grant authority to the
proxies designated by the ISI Funds to vote on the proposals described in this
proxy statement if no instructions have been received prior to the date
specified in the broker-dealer firm's request for voting instructions. Certain
broker-dealer firms may exercise discretion over shares held in their name for
which no instructions are received by voting such shares in the same proportion
as they have voted shares for which they have received instructions.

In tallying shareholder votes, abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and
(ii) the broker or nominee returns the proxy but declines to vote on a
particular matter) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. For shares held in
individual retirement accounts (IRA, Roth IRA or SIMPLE Retirement plans), the
IRA custodian will vote the shares in the account in accordance with
instructions given by the depositor. However, if the depositor fails to provide
instructions on how to vote the shares in the account, the custodian will vote
the undirected shares in the same proportion as shares are voted considering
all shares of the relevant ISI Fund for which instructions are received.

QUORUM; ADJOURNMENT

With respect to each ISI Fund, a quorum is constituted by one-third of the
Fund's shares outstanding and entitled to vote at the Meeting, present in
person or by proxy. If a quorum is not present at the Meeting or a quorum is
present but sufficient votes to approve the proposals are not received, or for
any other reason, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a

majority of the relevant Fund's shares represented at the Meeting in person or
by proxy and voting on the question of adjournment. The persons named as
proxies will vote those proxies that they are entitled to vote FOR the proposal
in favor of such an adjournment and will vote those proxies required to be
voted AGAINST the proposal against such adjournment. Abstentions and broker
non-votes will have no effect on the outcome of a vote on adjournment. A
shareholder vote may be taken on the proposals in this Proxy Statement prior to
such adjournment if sufficient votes have been received for approval and it is
otherwise appropriate.

To assure the presence of a quorum at the Meeting, please promptly execute
and return the enclosed proxy. A self-addressed, postage-paid envelope is
enclosed for your convenience. Alternatively, you may vote by telephone or the
Internet at the telephone number or Internet address printed on the enclosed
proxy card. If your Proxy Card does not specifically provide a telephone or
Internet voting option, you may not vote by telephone or the Internet.

By order of the Boards,

/s/ Margaret M. Beeler
-----------------------------
Margaret M. Beeler, Secretary
The ISI Funds

December 22, 2006

EXHIBIT A

EACH NOMINEE'S OWNERSHIP OF ISI FUND SHARES AS OF NOVEMBER 30, 2006

Managed North
Director Total Return Municipal Strategy American All ISI Funds
- ------------------------------------------------------------------------------

W. Murray Jacques 1,719.895 0 1,490.660 0 3,210.555
Louis E. Levy 0 0 2,453.505 0 2,453.505
R. Alan Medaugh 0 0 130,236.724 0 130,236.724
Edward A. Kuczmarski 0 0 0 0 0

A-1

EXHIBIT B

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of December 20, 2006, the following are all of the beneficial owners of
more than five percent of each class of each ISI Fund, as known to that Fund.

TOTAL RETURN

PERCENTAGE
OWNED
INVESTOR ADDRESS BENEFICIALLY
- ------------------------------------------------------------------------------
Morgan Keegan Company Inc 5956 Sherry Lane Suite 1810 6.75%
FBO Falcon Fund QP LP Dallas, TX 75225

MANAGED MUNICIPAL

PERCENTAGE
OWNED
INVESTOR ADDRESS BENEFICIALLY
- -------------------------------------------------------------------------
Judith L. Biggs 390 Riversville Rd 6.67%
Greenwich, CT 06831

RBC Dain Rauscher FBO PO Box 406 5.99%
Port Angeles, WA 98362

NORTH AMERICAN

PERCENTAGE
OWNED
CLASS INVESTOR ADDRESS BENEFICIALLY
- -------------------------------------------------------------------------------------

CLASS A Merrill Lynch Pierce Fenner 4800 Deer Lake Dr E 12.05%
Smith Mutual Fund Floor 3
Operations ATTN: Transfer Jacksonville,
Supervisor FL 32246-6484

CLASS C N/A N/A N/A

STRATEGY

PERCENTAGE
OWNED
INVESTOR ADDRESS BENEFICIALLY
- ----------------------------------------------------
N/A N/A N/A

B-1

EXHIBIT C

NUMBER OF OUTSTANDING SHARES ON RECORD DATE

ISI FUND NUMBER OF OUTSTANDING SHARES
- -------- ----------------------------
Total Return 15,986,839.761
Managed Municipal 7,673,822.783
North American
Class A 19,096,789.730
Class C 2,089,531.989
Total North American 21,186,321.719
Strategy 5,270,314.513

C-1

FORM OF PROXY CARD

TOTAL RETURN U.S. TREASURY FUND, INC.

The undersigned shareholder of Total Return U.S. Treasury Fund, Inc. (the
"Fund") hereby appoints Carrie L. Butler and Margaret M. Beeler, and each of
them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of capital stock
of the Fund standing in the name of the undersigned at the close of business on
December 20, 2006, at a Special Joint Meeting of Shareholders of the ISI Funds
to be held at the offices of International Strategy & Investment, Inc., 40 West
57th Street, 18th Floor, New York, New York 10019, on February 12, 2007 at 2:00
p.m. Eastern time, and at any and all adjournments thereof, with all of the
powers the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

PLEASE MARK BOXES IN BLUE OR BLACK INK.

1. To elect the following individuals to serve as the Fund's Directors:

. W. Murray Jacques
. Louis E. Levy
. R. Alan Medaugh
. Edward A. Kuczmarski

FOR WITHHOLD FOR ALL EXCEPT

[ ] [ ] [ ]

To withhold authority to vote for any individual nominee, write that
nominee's name in the space below.

- --------------------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s) thereof.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS
AND WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.

Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title. By
signing this proxy card, receipt of the accompanying Notice of Special Joint
Meeting of Shareholders and Combined Proxy Statement is acknowledged.

Dated: __________________

- -------------------------
Signature(s)

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope

TELEPHONE AND INTERNET VOTING

Alternatively, you may vote your proxy either by calling (toll-free)
1-8__-____-______ or logging onto www.____.

For purposes of voting by phone, your control number is __________.

FORM OF PROXY CARD

MANAGED MUNICIPAL FUND, INC.

The undersigned shareholder of Managed Municipal Fund, Inc. (the "Fund")
hereby appoints Carrie L. Butler and Margaret M. Beeler, and each of them, the
attorneys and proxies of the undersigned, with full power of substitution, to
vote, as indicated herein, all of the shares of capital stock of the Fund
standing in the name of the undersigned at the close of business on
December 20, 2006, at a Special Joint Meeting of Shareholders of the ISI Funds
to be held at the offices of International Strategy & Investment, Inc., 40 West
57th Street, 18th Floor, New York, New York 10019, on February 12, 2007 at 2:00
p.m. Eastern time, and at any and all adjournments thereof, with all of the
powers the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

PLEASE MARK BOXES IN BLUE OR BLACK INK.

1. To elect the following individuals to serve as the Fund's Directors:

. W. Murray Jacques
. Louis E. Levy
. R. Alan Medaugh
. Edward A. Kuczmarski

FOR WITHHOLD FOR ALL EXCEPT

[ ] [ ] [ ]

To withhold authority to vote for any individual nominee, write that
nominee's name in the space below.

- --------------------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s) thereof.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS
AND WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.

Dated: __________________

- -------------------------
Signature(s)

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope

TELEPHONE AND INTERNET VOTING

Alternatively, you may vote your proxy either by calling (toll-free)
1-8__-____-____ or logging onto www.____.____.

For purposes of voting by phone, your control number is __________.

FORM OF PROXY CARD

NORTH AMERICAN GOVERNMENT BOND FUND, INC.

The undersigned shareholder of North American Government Bond Fund, Inc.
(the "Fund") hereby appoints Carrie L. Butler and Margaret M. Beeler, and each
of them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of capital stock
of the Fund standing in the name of the undersigned at the close of business on
December 20, 2006, at a Special Joint Meeting of Shareholders of the ISI Funds
to be held at the offices of International Strategy & Investment, Inc., 40 West
57th Street, 18th Floor, New York, New York 10019, on February 12, 2007 at 2:00
p.m. Eastern time, and at any and all adjournments thereof, with all of the
powers the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

PLEASE MARK BOXES IN BLUE OR BLACK INK.

1. To elect the following individuals to serve as the Fund's Directors:

. W. Murray Jacques
. Louis E. Levy
. R. Alan Medaugh
. Edward A. Kuczmarski

FOR WITHHOLD FOR ALL EXCEPT

[ ] [ ] [ ]

To withhold authority to vote for any individual nominee, write that
nominee's name in the space below.

- --------------------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s) thereof.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS
AND WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.

Dated: __________________

- -------------------------
Signature(s)

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope

TELEPHONE AND INTERNET VOTING

Alternatively, you may vote your proxy either by calling (toll-free)
1-8__-____-____ or logging onto www.______.__________.

For purposes of voting by phone, your control number is __________.

FORM OF PROXY CARD

ISI STRATEGY FUND, INC.

The undersigned shareholder of ISI Strategy Fund, Inc. (the "Fund") hereby
appoints Carrie L. Butler and Margaret M. Beeler, and each of them, the
attorneys and proxies of the undersigned, with full power of substitution, to
vote, as indicated herein, all of the shares of capital stock of the Fund
standing in the name of the undersigned at the close of business on
December 20, 2006, at a Special Joint Meeting of Shareholders of the ISI Funds
to be held at the offices of International Strategy & Investment, Inc., 40 West
57th Street, 18th Floor, New York, New York 10019, on February 12, 2007 at 2:00
p.m. Eastern time, and at any and all adjournments thereof, with all of the
powers the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

PLEASE MARK BOXES IN BLUE OR BLACK INK.

1. To elect the following individuals to serve as the Fund's Directors:

. W. Murray Jacques
. Louis E. Levy
. R. Alan Medaugh
. Edward A. Kuczmarski

FOR WITHHOLD FOR ALL EXCEPT

[ ] [ ] [ ]

To withhold authority to vote for any individual nominee, write that
nominee's name in the space below.

- --------------------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s) thereof.

THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS
AND WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.

Dated: __________________

- -------------------------
Signature(s)

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope

TELEPHONE AND INTERNET VOTING

Alternatively, you may vote your proxy either by calling (toll-free)
1-8__-____-____ or logging onto www.______.__________.

For purposes of voting by phone, your control number is __________.