ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of this 24th day of September, 2003, by and between
Integrity Managed Portfolios, (the "Fund"), a Massachusetts business trust and
Integrity Fund Services, Inc. ("IFS"), 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 IFS to provide 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.
IFS 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. IFS 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. IFS by separate agreement with the
Fund, may also service the Fund in other capacities. In carrying out its
duties and responsibilities hereunder, IFS may contract with various Firms to
provide certain of the accounting services described herein. Such Firms shall
at all times be deemed to be independent contractors retained by IFS and not
the Fund. IFS 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
Portfolio will pay to IFS at the end of each calendar month an accounting
service fee equal to the sum of (i) $2,000 per month and (ii) 0.05% of the
Portfolio's average daily net assets on an annual basis for the Portfolio's
first $50 million of average daily net assets, 0.04% of the Portfolio's average
daily net assets on an annual basis for the Portfolio's next $50 million of
average daily net assets, 0.03% of the Portfolio's average daily net assets on
an annual basis for the Portfolio's next $100 million of average daily net
assets, 0.02% of the Portfolio's average daily net assets on an annual basis
for the Portfolio's next $300 million of average daily net assets, and 0.01% of
the Portfolio's average daily net assets on an annual basis for the
Portfolio's average daily net assets in excess of $500 million, together with
reimbursement of out-of-pocket expenses. Each Portfolio 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 IFS to the Fund under this Agreement are not to be deemed
exclusive, and IFS 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 IFS under
this Agreement.
4. This Agreement may be terminated at any time without the payment of
any penalty by the Fund or by IFS on sixty (60) days' written notice to the
other party. Termination of this Agreement shall not affect the right of IFS
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 IFS 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 Secretary of The Commonwealth of Massachusetts, 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 Commonwealth of Massachusetts) the laws of the
State of North Dakota.
IN WITNESS WHEREOF, the Fund and IFS have caused this Agreement to be
executed as of the day and year first above written.
By:/s/Xxxxxx X. Xxxxxxx
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Title: President
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