AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ Integrity Funds (hereinafter referred to as the
"Trust"), and OppenheimerFunds, Inc. (formerly ▇▇▇▇▇▇▇▇▇▇▇ Management
Corporation) (hereinafter referred to as "OFI"), are party to an Investment
Advisory Agreement dated July 10, 1995 (the "Agreement");
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ Bond Fund ("Bond Fund") is a series of the Trust
having a separate portfolio, investment policies and investment restrictions;
WHEREAS, on February 26, 2002 the Trust's Board of Trustees approved a
reduction in the annual management fee rate for Bond Fund to become effective
as of such date; and
WHEREAS, the Trust and OFI desire to amend the Agreement to reflect the
foregoing management fee change;
NOW, THEREFORE, the Trust and OFI agree as follows:
1. All references to ▇▇▇▇▇▇▇▇▇▇▇ Management Corporation and OMC in the
Agreement are hereby replaced with OppenheimerFunds, Inc. and OFI,
respectively.
2. Paragraph 5 of the Agreement is replaced in its entirety with the
following:
The Trust agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties
to be performed pursuant to the provisions hereof, a fee
computed on the aggregate net asset value of the Fund as of
the close of each business day and payable monthly at the
following annual rate:
0.60% of the first $200 million of average annual net assets;
0.57% of the next $200 million;
0.54% of the next $200 million;
0.51% of the next $200 million;
0.45% of the next $200 million; and
0.35% of average annual net assets in excess of $1 billion.
3. Except for the foregoing, no other provision of the Agreement is
modified or amended and the Agreement, as amended hereby, shall remain in
full force and effect.
Date: February 26, 2002
▇▇▇▇▇▇▇▇▇▇▇ Integrity Funds, on behalf of
▇▇▇▇▇▇▇▇▇▇▇ Bond Fund
By: _______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President & Secretary
OppenheimerFunds, Inc.
By: _______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President