ADMINISTRATIVE and ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of this 23rd day of May, 2003, by and between The
Integrity Funds (the "Fund"), a Delaware business trust and ND Resources,
Inc., a North Dakota corporation.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints ND Resources, Inc. to provide
administrative and accounting services for the benefit of the Fund and its
shareholders. Such services may include, but are not limited to, bond interest
and amortization accruals, daily fee accruals, security valuation, calculation
of daily net asset value, calculation of a daily dividend rate, and preparation
of semi-annual and annual reports.
ND Resources Inc. accepts such appointment and agrees during such period to
render such services and to assume the obligations herein set forth for the
compensation herein provided. ND Resources Inc. shall for all purposes herein
provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
ND Resources Inc., by separate agreement with the Fund, may also service the
Fund in other capacities. In carrying out its duties and responsibilities
hereunder, ND Resources Inc. may contract with various firms to provide certain
of the administrative and accounting services described herein. Such firms
shall at all times be deemed to be independent contractors retained by ND
Resources Inc. and not the Fund. ND Resources Inc. and not the Fund will be
responsible for the payment of compensation to such firms for such services.
2. For the services and facilities described in Section 1, each Fund
will pay to ND Resources, Inc. at the end of each calendar month an accounting
services fee equal to the sum of (i) $2,000 per month and (ii) 0.05% of the
Fund's average daily net assets on an annual basis for the Fund's first $50
million of average daily net assets, 0.04% of the Fund's average daily net
assets on an annual basis for the Fund's next $50 million of average daily
net assets, 0.03% of the Fund's average daily net assets on an annual basis
for the Fund's next $100 million of average daily net assets, 0.02% of the
Fund's average daily net assets on an annual basis for the Fund's next $300
million of average daily net assets, and 0.01% of the Fund's average daily
net assets on an annual basis for the Fund's average daily net assets in
excess of $500 million, together with reimbursement of out-of-pocket expenses.
An additional accounting services fee of $500 per month will be charged by ND
Resources, Inc. for each additional share class. Each Fund will also pay to ND
Resources, Inc. a monthly administrative services fee calculated at the rate
of 0.20% of average daily net assets with a minimum of $2,000 per month plus
out-of-pocket expenses. Each Fund will pay an additional minimum fee of $500
per month for each additional share class. For the month and year in which
this Agreement becomes effective or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement is in effect
during such month and year, respectively. The services of ND Resources, Inc.
to the Fund under this Agreement are not to be deemed exclusive, and ND
Resources, Inc. shall be free to render similar services or other services to
others.
The net asset value for each share of the Fund shall be calculated in
accordance with the provisions of the Fund's current prospectus. On each day
when net asset value is not calculated, the net asset value of a share of the
Fund shall be deemed to be the net asset value of such a share as of the close
of business on the last day on which such calculation was made for the purpose
of the foregoing computation.
3. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by ND
Resources, Inc. under this Agreement.
4. This Agreement may be terminated at any time without the payment of
any penalty by the Fund or by ND Resources, Inc. on sixty (60) days written
notice to the other party. Termination of this Agreement shall not affect the
right of ND Resources, Inc. to receive payments on any unpaid balance of the
compensation described in Section 2 hereof earned prior to such termination.
This Agreement may not be amended to increase the amount to be paid to ND
Resources, Inc. for services hereunder without the vote of the Board of
Trustees of the Fund. All material amendments to this Agreement must in any
event be approved by vote of the Board of Trustees of the Fund.
5. If any provisions of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder shall not be
thereby affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
7. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust and all amendments thereto, all of which are
on file with the Delaware Secretary of State, and the limitation of the
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations of the Fund hereunder
are not binding upon any of the trustees, officers or shareholders of the Fund
individually but are binding upon only the assets and property of the Fund.
8. This Agreement shall be construed in accordance with applicable
federal law and (except as to Section 7 hereof which shall be construed in
accordance with the laws of The State of Delaware) the laws of the State of
North Dakota.
IN WITNESS WHEREOF, the Fund and ND Resources, Inc. have caused this
Agreement to be executed as of the day and year first above written.
By/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President Title: President