MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
THIS MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT dated as of September
24, 2003 by and between INTEGRITY MANAGED PORTFOLIOS (the "Fund"), a
Massachusetts Business Trust, and INTEGRITY MONEY MANAGEMENT, INC.
(the "Manager"), a Kansas corporation.
1. (a) RETENTION OF MANAGER BY FUND. The Fund hereby employs the Manager
to act as the investment advisor for and to manage the investment and
reinvestment of the assets of the Oklahoma Municipal Fund portfolio of the Fund
in accordance with such portfolio's investment objective and policies and
restrictions, and to administer its affairs to the extent requested by, and
subject to the review and supervision of, the trustees of the Fund
(the "trustees") for the period and upon the terms herein set forth. The
investment of funds shall be subject to all applicable restrictions of the
Agreement and Declaration of Trust and By-Laws of the Fund as may from time to
time be in force. The term "Fund" as used herein shall refer to either
INTEGRITY MANAGED PORTFOLIOS or the OKLAHOMA MUNICIPAL FUND as the context may
require.
(b) MANAGER'S ACCEPTANCE OF EMPLOYMENT. The Manager accepts such
employment and agrees during such period to render such services, to supply
investment research and portfolio management (including without limitation the
selection of securities for the Fund to purchase, hold or sell and the
selection of brokers through whom the Fund's portfolio transactions are
executed, in accordance with the policies adopted by the Fund and its Board of
Trustees), to administer the business affairs of the Fund, to furnish offices
and necessary facilities and equipment to the Fund, to provide administrative
services for the Fund, to render periodic reports to the Trustees of the Fund,
and to permit any of its officers or employees to serve without compensation as
Trustees or officers of the Fund if elected to such positions.
(c) The Manager may, at its option, appoint a subadvisor, which shall
assume all or such responsibilities and obligations of the Manager pursuant to
this Agreement as shall be delegated to the subadvisor, provided, however, that
any appointment of a subadvisor and assumption of responsibilities and
obligations of Manager by such subadvisor shall be subject to approval by the
Trustees of the Fund and, to the extent necessary, shareholders of the Fund.
The Manager agrees to give the Fund prompt written notice of any termination
of or notice to terminate any subadvisor agreement.
(d) INDEPENDENT CONTRACTOR. The Manager shall be deemed to be an
independent contractor under this Agreement 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.
(e) NON-EXCLUSIVE AGREEMENT. The services of the Manager to the Fund
under this Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar services or other services to others so long as its
services hereunder are not impaired thereby.
2. (a) FEE. For the services and facilities described in Section 1, the
Fund will pay to the Manager at the end of each calendar month an investment
management fee equivalent on an annual basis to .50 of 1% of its average daily
net assets.
(b) EXPENSES PAID BY MANAGER. The Manager hereby agrees to pay all
expenses of the Fund, including the Fund's management and investment advisory
fee and the Fund's dividend disbursing, administrative and accounting services
fee (but excluding taxes and brokerage fees and commissions, if any) that
exceed 1.25% of the Fund's average daily net assets on an annual basis up to
the amount of the management and investment advisory fee payable by the Fund to
the Manager. All other expenses shall be paid by the Fund. From time to time
and subject to discontinuance at any time, the Manager may voluntarily assume
certain expenses of the Fund. Organizational costs borne by the Manager to the
Fund will be amortized and reimbursed to the Manager by the Fund over a
60-month period.
(c) DETERMINATION OF NET ASSET VALUE. The net asset value of the Fund
shall be calculated as of 3:14 p.m. Wichita time or the closed of the New York
Stock Exchange, whichever is earlier, on each day the Exchange is open for
trading or as of such other time or times as the Trustees may determine in
accordance with the provisions of the Agreement and Declaration of Trust and
By-Laws of the Fund as from time to time in force and in accordance with the
provisions of the Investment Company Act of 1940. For the purpose of the
foregoing computations, 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 share as of the close of business on the last day on which such
calculation was made.
(d) PRORATION. For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the
Manager's fee on the basis of the number of days that the Agreement is in
effect during such month and year, respectively.
3. EXPENSES. In addition to the fee of the Manager, the Fund shall assume
and pay any expenses for services rendered by a custodian for the safekeeping
of the Fund's securities or other property, for keeping its books of account,
for any other charges of the custodian and for calculating the net asset value
of the Fund as provided in the Agreement and Declaration of Trust of the Fund.
The Manager shall not be required to pay, and the Fund shall assume and pay,
the charges and expenses of its operations, including compensation of the
Trustees (other than those affiliated with the Manager and other than those
affiliated with the distributors of the Fund, if the distributors have agreed
to pay such compensation), charges and expenses of independent accountants, of
legal counsel and of any transfer or dividend disbursing agent, costs of
acquiring and disposing of portfolio securities, interest (if any) on
obligations incurred by the Fund, costs of share certificates, membership due
in the Investment Company Institute or any similar organization, costs of
reports and notices to shareholders, costs of registering shares of the Fund
under the Federal securities laws, miscellaneous expenses and all taxes and
fees to federal, state or other governmental agencies on account of the
registration of securities issued by the Fund, filing of corporate documents or
otherwise. The Fund shall not pay or incur any obligation for any management
or administrative expenses for which the Fund intends to seek reimbursement
from the Manager without first obtaining the written approval of the Manager.
The Manager shall arrange, if desired by the Fund, for officers or employees of
the Manager to serve, without compensation from the Fund, as Trustees, officers
or agents of the Fund if duly elected or appointed to such positions and
subject to their individual consent and to any limitations imposed by law.
4. INTERESTED PERSONS. Subject to applicable statutes and regulations,
it is understood that Trustees, officers, shareholders and agents of the Fund
are or may be interested in the Manager as directors, officers, shareholders
and agents or otherwise, and that the directors, officers, shareholders and
agents of the Manager may be interested in the Fund as Trustees, officers,
shareholders, agents or otherwise.
5. LIABILITY. The Manager shall not be liable for any error of judgment or
of law, or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on the part of the Manager in the performance of
its obligations and duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
6. (a) TERM. This Agreement shall become effective on the date hereof and
shall remain in full force until the second anniversary of the date hereof
unless sooner terminated as hereinafter provided. This Agreement shall
continue in force from year to year thereafter, but only as long as such
continuance is specifically approved at least annually in the manner required
by the Investment Company Act of 1940.
(b) TERMINATION. This Agreement shall automatically terminate in the
event of its assignment. This Agreement may be terminated at any time without
the payment of any penalty by the Fund or by the Manager on sixty (60) days
written notice to the other party. The Fund may effect termination by action
of the Trustees or by vote of a majority of the outstanding shares of The
Oklahoma Municipal Fund series, accompanied by appropriate notice. This
Agreement may be terminated at any time without the payment of any penalty
and without advance notice by the Trustees or by vote of a majority of the
outstanding shares of The Oklahoma Municipal Fund series in the event that
it shall have been established by a court or competent jurisdiction that the
Manager or any officer or director of the Manager has taken any action which
results in a breach of the covenants of the Manager set forth herein.
(c) PAYMENT UPON TERMINATION. Termination of this Agreement shall not
affect the right of the Manager to receive payments on any unpaid balance of
the compensation described in Section 2 earned prior to such termination.
7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder shall
not be thereby affected.
8. NOTICES. 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.
9. All parties hereto are expressly put on notice of the Fund's Agreement
and Declaration of Trust dated August 10, 1990, and all amendments thereto, all
of which are on file with the Secretary of the Commonwealth of Massachusetts,
and the limitation of 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. With respect to any claim by Manager for
recovery of that portion of the investment management fee (or any other
liability of the Fund arising hereunder) allocated to a particular portfolio,
if there is more than one, whether in accordance with the express terms hereof
or otherwise, the Manager shall have recourse solely against the assets of
that portfolio to satisfy such claim and shall have no recourse against the
assets of any other portfolio for such purpose.
IN WITNESS WHEREOF, the Fund and the Manager have caused this Agreement
to be executed on the day and year first above written.
INTEGRITY MANAGED PORTFOLIOS
By:---------------------------
Xxxxxx X. Xxxxxxx
President
INTEGRITY MONEY MANAGEMENT, INC.
By:---------------------------
Xxxxxx X. Xxxxxxx
President
