AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
WHEREAS, Xxxxxxxxxxx Integrity Funds (hereinafter referred to as the
"Trust"), and OppenheimerFunds, Inc. (formerly Xxxxxxxxxxx Management
Corporation) (hereinafter referred to as "OFI"), are party to an Investment
Advisory Agreement dated July 10, 1995 (the "Agreement");
WHEREAS, Xxxxxxxxxxx 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 Xxxxxxxxxxx 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
Xxxxxxxxxxx Integrity Funds, on behalf of
Xxxxxxxxxxx Bond Fund
By: _______________________________________
Xxxxxx X. Xxxx, Vice President & Secretary
OppenheimerFunds, Inc.
By: _______________________________________
Xxxxxx Xxxxxxx, Vice President