-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LxGb+VZAbkyJ9+6mL7qRwtF2OUzoUW6PYE4StQ/7YUSaXZqbKFSbKMrU4pgp6XJN EEd7KThngcZYPFxPzhDNBw== 0000866841-05-000016.txt : 20050923 0000866841-05-000016.hdr.sgml : 20050923 20050923141903 ACCESSION NUMBER: 0000866841-05-000016 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050731 FILED AS OF DATE: 20050923 DATE AS OF CHANGE: 20050923 EFFECTIVENESS DATE: 20050923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRITY MANAGED PORTFOLIOS CENTRAL INDEX KEY: 0000866841 IRS NUMBER: 481084551 STATE OF INCORPORATION: KS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-06153 FILM NUMBER: 051100122 BUSINESS ADDRESS: STREET 1: 1 MAIN STREET NORTH CITY: MINOT STATE: ND ZIP: 58703 BUSINESS PHONE: 7018525292 MAIL ADDRESS: STREET 1: 1 MAIN STREET NORTH CITY: MINOT STATE: ND ZIP: 58703 FORMER COMPANY: FORMER CONFORMED NAME: RANSON MANAGED PORTFOLIOS DATE OF NAME CHANGE: 19920703 N-CSR 1 impncsr200509.htm INTEGRITY MANAGED PORTFOLIOS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number

811-06153

 

Integrity Managed Portfolios

 

(Exact name of registrant as specified in charter)

Address of Registrant:

1 N Main St

 

Minot, ND 58703

 

 

Name and address of agent for service:

Brenda Sem

 

1 N Main St Street

 

Minot, ND 58703

Registrant's telephone number, including area code: (701) 852-5292

Date of fiscal year end: July 29

Date of reporting period: July 29, 2005

Item 1)                        Reports to Stockholders.

Kansas Insured Intermediate Fund

Dear Shareholder:

Enclosed is the annual report of the Kansas Insured Intermediate Fund (the "Fund") for the year ended July 29, 2005. The Fund's portfolio and related financial statements are presented within for your review.

The central theme of the 1990's economy was its ability to grow without aggravating inflation. Falling interest rate yields, declining unemployment, lack of recessions, a persistently rising stock market and a surplus government budget were a direct outcome of this period. While inflation continued to decline, interest rates moved lower. The Federal Reserve never had to tighten aggressively since inflationary pressures never became overwhelming.

Today, after more than 20 years of growing without a major inflationary episode, the 10-year Treasury bond yield has languished around 4 percent despite two years of solid real GDP growth, a record-setting surge in oil prices, a 75 percent advance in industrial commodity prices and a booming housing market.

This may also explain why the Federal Reserve has proclaimed it can be "patient" and "measured" in its approach to raising rates, despite the fact they have raised the federal funds target rate from a four-decade low of 1% to 3.25% at the end of June.

While rising interest rates are generally troublesome for longer-term fixed income securities, since bond prices decline as rates are expected to rise, longer-term yields have fallen during the period as the 10-year Treasury bond yield ended the period at 4.28% after beginning the period at 4.46%. This "conundrum" as Federal Reserve Chairman Alan Greenspan refers to it, can be attributed to massive Asian and oil producing nations buying dollar denominated assets, i.e. government bonds. These purchases may decline as China recently revalued its currency, "the Yuan". One scenario of this change would reduce China's huge purchases of U.S. dollars and U.S. bonds and, as a result, American interest rates could be forced higher.

Given our concerns that inflationary trends are growing and the Federal Reserve will continue to be accommodative, our strategy is to focus on bonds with higher coupons, (The Fund's Average Coupon as of July 29, 2005 was 5.18%, maintaining a lower average maturity life of 8 years and a short position in U.S. Treasury futures. Although this conservative strategy at times limits the Fund's full participation in market rallies, it preserves principal in market downturns. As of this report, interest rates have moved higher as economic reports continue to show growth in the economy.

The Kansas Insured Intermediate Fund began the period at $11.44 per share and ended the period at $10.94 per share for a total return of (0.75)% (without sales charge). This compares to the Lehman Brothers seven-year municipal index's return of 3.96% for the period.

An important part of the Fund's strategy includes searching the primary and secondary markets for high quality, double tax-exempt issues. Credit quality for the period was: AAA 100%. Income exempt from federal and Kansas state income taxes with preservation of capital remain the primary objectives of the Fund.

If you would like more frequent updates, visit our website at www.intrgrityfunds.com for daily prices along with pertinent fund information.

Sincerely,

The Portfolio Management Team

The views expressed are those of Monte Avery, Chief Portfolio Strategist with Integrity Mutual Funds. The views are subject to change at any time in response to changing circumstances in the market and are not intended to predict or guarantee the future performance of any individual security, market sector or the markets generally, or any Integrity Mutual Fund.

Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance.

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

Bond prices and, therefore, the value of bond funds decline as interest rates rise. Because the Fund invests in securities of a single state, the Fund is more susceptible to factors adversely impacting the respective state securities more so than a municipal bond fund that does not concentrate its securities in a single state.

PROXY VOTING ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-276-1262. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available through Integrity's website at www.integrityfunds.com. This information is also available from the EDGAR database on the Securities and Exchange Commission's ("SEC's") Internet site at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund's second and fourth fiscal quarters on the Form N-CSR(s). The annual and semiannual reports are filed electronically with the SEC and are delivered to the Fund shareholders. The Fund also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q and N-CSR(s) are available on the SEC's website at www.sec.gov. The Fund's Forms N-Q and N-CSR(s) may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and the information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. You may also access this information from Integrity's website at www.integrityfunds.com.

Terms & Definitions July 29, 2005 (Unaudited)

Appreciation

The increase in value of an asset.

Average Annual Total Return

A standardized measurement of the return (yield and appreciation) earned by the fund on an annual basis, assuming all distributions are reinvested.

Coupon Rate or Face Rate

The rate of interest payable annually, based on the face amount of the bond; expressed as a percentage.

Depreciation

The decrease in value of an asset.

Lehman Brothers Municipal Bond Index

An unmanaged list of long-term, fixed-rate, investment-grade, tax-exempt bonds representative of the municipal bond market. The index does not take into account brokerage commissions or other costs, may include bonds different from those in the fund, and may pose different risks than the fund.

Market Value

The actual (or estimated) price at which a bond trades in the market place.

Maturity

A measure of the term or life of a bond in years. When a bond "matures," the issuer repays the principal.

Net Asset Value (NAV)

The value of all your fund's assets, minus any liabilities, divided by the number of outstanding shares, not including any initial sales charge.

Quality Ratings

A designation assigned by independent rating companies to give a relative indication of a bond's credit worthiness. "AAA," "AA," "A," and "BBB" indicate investment grade securities. Ratings can range from a high of "AAA" to a low of "D".

Total Return

Measures both the net investment income and any realized and unrealized appreciation or depreciation of the underlying investments in the fund's portfolio for the period, assuming the reinvestment of all dividends. It represents the aggregate percentage or dollar value change over the period.

July 29, 2005 (Unaudited)

PERFORMANCE AND COMPOSITION

PORTFOLIO QUALITY RATINGS

(Based on Total Long-Term Investments)

AAA

100%

Quality ratings reflect the financial strength of the issuer. They are assigned by independent rating services such as Moody's Investors Services and Standard & Poor's. Non-rated bonds have been determined to be of appropriate quality for the portfolio by Integrity Money Management, Inc. ("Integrity Money Management" or "Adviser"), the investment adviser.

These percentages are subject to change.

PORTFOLIO MARKET SECTORS

(As a % of Net Assets)

S-School

24.8%

HC-Health Care

24.0%

H-Housing

21.0%

W/S-Water/Sewer

9.7%

G-Government

7.5%

O-Other

7.5%

U-Utilities

5.5%

Market sectors are breakdowns of the Fund's portfolio holdings into specific investment classes.

These percentages are subject to change.

July 29, 2005 (Unaudited)

DISCLOSURE OF FUND EXPENSES

The Example below is intended to describe the fees and expenses borne by shareholders and the impact of those costs on your investment.

EXAMPLE

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), redemption fees and exchange fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 2, 2004 to July 29, 2005.

The example illustrates your fund's costs in two ways:

Actual expenses

The section in the table under the heading "Actual" provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate column for your share class, in the column entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The section in the table under the heading "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the section in the table under the heading "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Beginning Account Value 8/2/04

Ending Account Value 7/29/05

Expenses Paid During Period*

Actual

 

 

 

Class A

$1,000.00

$992.50

$7.47

Hypothetical (5% return before expenses)

 

 

 

Class A

$1,000.00

$1,042.50

$7.66

* Expenses are equal to the annualized expense ratio of 0.75%, multiplied by the average account value over the period. The Fund's ending account value on the first line in the table is based on its actual total return of (0.75)% for the period of August 2, 2004 to July 29, 2005.

July 29, 2005 (Unaudited)

AVERAGE ANNUAL TOTAL RETURNS

 

For periods ending July 29, 2005

 

 

 

 

Since Inception (November 23, 1992)

Kansas Insured Intermediate Fund

1 year

5 year

10 year

Without sales charge

(0.75)%

2.70%

3.30%

3.89%

With sales charge (2.75%)

(3.45)%

2.13%

3.01%

3.66%

 

 

For periods ending July 29, 2005

 

 

 

 

 

Lehman Brothers Municipal Seven-Year Maturity Bond Index

1 year

5 year

10 year

Since Inception (November 23, 1992)

 

3.96%

5.71%

2.82%

5.75%

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemption of Fund shares.

July 29, 2005 (Unaudited)

COMPARATIVE INDEX GRAPH (INSERT HERE)

Comparison of change in value of $10,000 investment in the Kansas Insured Intermediate Fund and the Lehman Brothers Municipal Seven-Year Maturity Bond Index

 

Kansas Insured Intermediate Fund w/o Sales Charge

Kansas Insured Intermediate Fund w/ Max Sales Charge

Lehman Brothers Municipal Seven-Year Maturity Bond Index

11/23/1992

$10,000

$9,725

$10,000

1993

$10,829

$10,531

$10,694

1994

$11,025

$10,722

$10,982

1995

$11,656

$11,335

$11,868

1996

$12,326

$11,987

$12,471

1997

$12,912

$12,557

$13,548

1998

$13,321

$12,955

$14,260

1999

$13,815

$13,435

$14,729

2000

$14,112

$13,724

$15,405

2001

$15,062

$14,648

$16,819

2002

$15,682

$15,251

$18,018

2003

$15,880

$15,443

$18,712

2004

$16,359

$15,906

$19,561

2005

$16,237

$15,787

$20,336

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The graph does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemptions of Fund shares.

The graph comparing your Fund's performance to a benchmark index provides you with a general sense of how your Fund performed. To put this information in context, it may be helpful to understand the special differences between the two. The Lehman Brothers index is a national index representative of the national municipal bond market, whereas the Fund concentrates its investments in Kansas municipal bonds. Your Fund's total return for the period shown appears with and without sales charges and includes Fund expenses and management fees. A securities index measures the performance of a theoretical portfolio. Unlike a fund, the index is unmanaged; there are no expenses that affect the results. In addition, few investors could purchase all of the securities necessary to match the index. And, if they could, they would incur transaction costs and other expenses. All Fund and benchmark returns include reinvested dividends.

July 29, 2005 (Unaudited)

MANAGEMENT OF THE FUND

The Board of Integrity Managed Portfolios consists of four Trustees. These same individuals, unless otherwise noted, also serve as Directors or Trustees for all of the funds in the Integrity family of funds, the six series of Integrity Managed Portfolios and the eight series of The Integrity Funds. Three Trustees (75% of the total) have no affiliation or business connection with the Investment Adviser or any of its affiliates. These are the "Independent" Trustees. Two of the  remaining three Trustees and/or executive officers are "interested" by virtue of their affiliation with the Investment Adviser and its affiliates.

The Independent Trustees of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Independent Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INDEPENDENT TRUSTEES

NAME, ADDRESS, AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGH SERVED

PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

Lynn W. Aas
904 27th St NW
Minot, ND 58703
84

Trustee

Since January 1996

Retired; Attorney; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since September 2003); and Director, First Western Bank & Trust (until May 2002).

17

None

Orlin W. Backes
15 2nd Ave SW - Ste. 305
Minot, ND 58701

70

Trustee

Since January 1996

Attorney, McGee, Hankla, Backes & Dobrovolny, P.C.; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since May 2003); and Director, First Western Bank & Trust.

17

Director, First Western Bank & Trust

R. James Maxson
Town & Country Center, 1015 S. Broadway Suite 15
Minot, ND 58701
57

Trustee

Since January 1999

Attorney, Maxson Law Office (since November 2002), Attorney, McGee, Hankla, Backes & Dobrovolny, P.C. (April 2000 to November 2002); Attorney, Farhart, Lian and Maxson, P.C. (March 1976 to March 2000); Director, South Dakota Tax-Free Fund, Inc. (January 1999 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (January 1999 to June 2003) ND Tax-Free Fund, Inc. (since January 1999), Montana Tax-Free Fund, Inc. (since January 1999), and Integrity Fund of Funds, Inc. (since January 1999), and Trustee, The Integrity Funds (since May 2003).

17

None

*The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

The Interested Trustees and executive officers of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Interested Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS

NAME, ADDRESS, AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGTH OF SERVICE

PRINCIPAL OCUPATION(S) IN THE LAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX *

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

**Robert E. Walstad
1 N. Main St.
Minot, ND 58703
60

Trustee, Chairman, and President

Since January 1996

Director (since September 1987), President (September 1987 to October 2001) (September 2002 to May 2003), Integrity Mutual Funds, Inc.; Director, President and Treasurer, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc.; Director, President (since inception) and Treasurer (until May 2004), South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., Integrity Fund of Funds, Inc.; Trustee, Chairman and President (since May 2003) and Treasurer (May 2003 to May 2004), The Integrity Funds; Director, President and Treasurer (until August 2003), Integrity Funds Distributor, Inc.; Director (October 1999 to June 2003), President (October 1999 to October 2001), Magic Internet Services, Inc.; Director (May 2000 to June 2003), President (May 2000 to November 2001) (October 2002 to June 2003), ARM Securities Corporation; and Director, CEO, Chairman (since January 2002), President (September 2002 to December 2004), Capital Financial Services, Inc.

17

Director, Capital Financial Services, Inc.

**Peter A. Quist
1 N. Main St.
Minot, ND 58703
71

Vice President and Secretary

Since January 1996

Attorney; Director and Vice President, Integrity Mutual Funds, Inc.; Director, Vice President and Secretary, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc., South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc., Integrity Funds Distributor, Inc.; Vice President and Secretary, The Integrity Funds (since May 2003); and Director, ARM Securities Corporation (May 2000 to June 2003).

3

None

Brent M. Wheeler
1 N. Main St.
Minot, ND 58703

34

Treasurer

Since May 2004

 Fund Accounting Manager, Integrity Fund Services, Inc.; Treasurer (since May 2004), The Integrity Funds and Integrity Mutual Funds.

NA

Minot State University Alumni Association

* The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

** Trustees and/or officers who are "interested persons" of the Funds as defined in the Investment Company Act of 1940. Messrs. Quist and Walstad are interested persons by virtue of being officers and Directors of the Fund's Investment Adviser and Principal Underwriter.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

Schedule of Investments July 29, 2005

Name of Issuer
Percentages represent the market value of each investment category to total net assets

Rating
(Unaudited) Moody's/S&P

Coupon Rate

Maturity

 

Principal Amount

 

Market Value

 

 

 

 

 

 

 

 

Kansas Insured Intermediate Fund (96.0%)

 

 

 

 

 

 

 

Butler Cty., KS (Circle) USD #375 FSA

Aaa/NR

5.000%

09/01/13

$

500,000

$

531,895

#Chisholm Creek Util. Auth. (Bel Aire & Park City, KS Pj.) MBIA

Aaa/NR

5.250

09/01/16

 

770,000

 

846,892

Derby, KS Water System Rev. AMBAC

Aaa/NR

4.500

10/01/16

 

195,000

 

203,354

Dodge, KS USD #443 Unltd. General Obligation FSA

Aaa/AAA

5.750

09/01/13

 

100,000

 

110,595

Johnson Cty., KS Community College Student Commons & Parking AMBAC

Aaa/AAA

5.000

11/15/19

 

235,000

 

252,322

Johnson Cty., KS USD #232 (Desoto) MBIA

Aaa/NR

5.000

03/01/15

 

250,000

 

273,855

Kingman Cty., KS USD #331 FGIC

Aaa/AAA

5.500

10/01/12

 

250,000

 

278,045

KS Devl. Finance Auth (Wichita Univ.) AMBAC

Aaa/AAA

5.900

04/01/15

 

305,000

 

333,655

KS Devl. Finance Auth. (Hays Medl. Ctr.) Rev. MBIA

Aaa/NR

5.500

11/15/17

 

100,000

 

105,298

KS Devl. Finance Auth. (Dept. Admin. 7th & Harrison PJ) AMBAC

Aaa/AAA

5.500

12/01/13

 

375,000

 

411,131

KS Devl. Finance Auth. (Hays Medl. Ctr.) Rev. MBIA

Aaa/NR

5.200

11/15/08

 

375,000

 

393,161

KS Devl. Finance Auth. (Hays Medl. Ctr.) Rev. MBIA

Aaa/NR

5.300

11/15/09

 

375,000

 

392,798

KS Devl. Finance Auth. (KS St. Projects) Rev. MBIA

Aaa/AAA

5.000

10/01/17

 

250,000

 

266,448

KS Devl. Finance Auth. (Park Apts.) Multifamily Hsg.Rev. FNMA

NR/AAA

5.700

12/01/09

 

325,000

 

333,076

#KS Devl. Finance Auth. (Stormont Vail) Hlth. Care Rev. MBIA

Aaa/AAA

5.700

11/15/08

 

450,000

 

464,859

KS Devl. Finance Auth. (Stormont Vail) Hlth. Care Rev. MBIA

Aaa/AAA

5.600

11/15/07

 

100,000

 

103,836

*KS Devl. Finance Auth. (Stormont Vail) Hlth. Care Rev. MBIA

Aaa/AAA

5.750

11/15/12

 

845,000

 

935,128

*Mission, KS Multifamily Hsg. (Lamar Place) Rev. FNMA

NR/AAA

5.000

10/01/14

 

605,000

 

617,965

Mission, KS Multifamily Hsg. (Lamar Place) Rev. FNMA

NR/AAA

5.180

10/01/23

 

445,000

 

447,955

Olathe, KS Multifamily Hsg. (Bristol Pointe) Rev. Ref. FNMA

NR/AAA

5.250

11/01/12

 

485,000

 

499,991

Saline Cty., KS USD #305 (Salina) G.O. Ref. FSA

Aaa/NR

5.500

09/01/15

 

190,000

 

211,314

Saline Cty., KS USD #305 (Salina) G.O. Ref. FSA

Aaa/NR

5.500

09/01/15

 

60,000

 

65,627

*Sedgwick Cty., KS USD #259 FSA

Aaa/AAA

4.375

10/01/15

 

600,000

 

621,942

Shawnee Cty., KS USD #437 (Auburn-Washburn) G.O. Ref. FSA

Aaa/NR

5.000

09/01/14

 

485,000

 

517,621

Shawnee, KS Multifamily Hsg. (Thomasbrooks Apts.) Rev. FNMA COL.

NR/AAA

5.250

10/01/14

 

245,000

 

249,829

*University of Kansas Hosp. Auth. AMBAC

Aaa/AAA

5.500

09/01/15

 

1,000,000

 

1,074,400

Washburn Univ. (Living Learning Ctr.) Bldg. Rev. AMBAC

Aaa/AAA

5.350

07/01/11

 

105,000

 

113,315

Wellington, KS Utility Rev. AMBAC

Aaa/AAA

5.000

05/01/12

 

250,000

 

260,723

#Wichita, KS G.O. (Series 772) FGIC

Aaa/AAA

4.100

09/01/14

 

655,000

 

673,019

#Wichita, KS Multifamily Hsg. (Broadmoor Chelsea) Rev. FNMA

NR/AAA

5.375

07/01/10

 

375,000

 

384,566

*Wichita, KS Multifamily Hsg. (Cimarron Apartments) FNMA

Aa/AAA

5.250

10/01/12

 

490,000

 

504,504

Wichita, KS Public Building Commission (State Office Prj.) Rev. AMBAC

Aaa/AAA

4.000

10/01/14

 

250,000

 

254,628

Wichita, KS Water & Sewer Util. Rev. FGIC

Aaa/AAA

5.250

10/01/14

 

325,000

 

357,789

#Wyandotte Cty, Kansas City, KS Gov't Util. Syst. Rev. MBIA

Aaa/AAA

5.125

09/01/13

 

500,000

 

534,980

Wyandotte Cty., KS USD #500 G.O. FSA

Aaa/AAA

5.250

09/01/13

 

250,000

 

278,652

 

 

 

 

 

 

 

 

TOTAL KANSAS INSURED INTERMEDIATE FUND (COST: $13,333,104)

 

 

 

 

$

13,905,168

 

 

 

 

 

 

 

 

SHORT-TERM SECURITIES (1.4%)

 

 

 

 

Shares

 

 

Wells Fargo Advantage National Tax-Free Money Market (COST: $208,880)

 

 

 

208,880

$

208,880

 

 

 

 

 

 

$

208,880

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS IN SECURITIES (COST: $13,541,984)

 

 

 

 

$

14,114,048

OTHER ASSETS LESS LIABILITIES

 

 

 

 

 

 

365,857

 

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 

 

$

14,479,905

 

 

 

 

 

 

 

 

* Indicates bonds are segregated by the custodian to cover when-issued or delayed-delivery purchases.

# Indicates bonds are segregated by the custodian to cover initial margin requirements.

Non-rated (NR) securities in the Fund were investment grade when purchased.

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Assets and Liabilities July 29, 2005

 

 

 

ASSETS

 

 

 

Investment in securities, at value (cost: $13,541,984)

$

14,114,048

 

Cash

 

12,028

 

Accrued interest receivable

 

213,149

 

Accrued dividends receivable

 

411

 

Variation margin on futures

 

196,500

 

Prepaid expenses

 

2,056

 

 

 

 

Total Assets

$

14,538,192

 

 

 

LIABILITIES

 

 

 

Dividends payable

$

43,981

 

Accrued expenses

 

14,306

 

 

 

 

Total Liabilities

$

58,287

 

 

 

 

 

 

NET ASSETS

$

14,479,905

 

 

 

 

 

 

Net assets are represented by:

 

 

 

Paid-in capital

$

15,627,539

 

Accumulated undistributed net realized gain (loss) on investments and futures

 

(1,815,212)

 

Unrealized appreciation on investments

 

572,064

 

Unrealized appreciation on futures

 

95,514

 

Total amount representing net assets applicable to 1,323,367 outstanding shares of no par common stock (unlimited shares authorized)

$

14,479,905

 

 

 

Net asset value per share

$

10.94

Public offering price (based on sales charge of 2.75%)

$

11.25

The accompanying notes are an integral part of these financial statements.

Statement of Operations For the year ended July 29, 2005

 

 

 

INVESTMENT INCOME

 

 

 

Interest

$

712,702

 

Dividends

 

7,908

 

Total Investment Income

$

720,610

 

 

 

EXPENSES

 

 

 

Investment advisory fees

$

80,593

 

Administrative service fees

 

17,950

 

Transfer agent fees

 

23,946

 

Accounting service fees

 

31,993

 

Custodian fees

 

3,469

 

Transfer agent out-of-pockets

 

1,498

 

Professional fees

 

1,812

 

Trustees fees

 

2,219

 

Reports to shareholders

 

2,352

 

Registration and filing fees

 

2,561

 

Insurance expense

 

829

 

Legal fees

 

3,835

 

Audit expense

 

5,400

 

Total Expenses

$

178,457

 

Less expenses waived or absorbed by the Fund's manager

 

(57,567)

 

Total Net Expenses

$

120,890

 

 

 

NET INVESTMENT INCOME

$

599,720

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES

 

 

 

Net realized gain (loss) from:

 

 

 

Investment transactions

$

45,117

 

Futures transactions

 

(944,910)

 

Net change in unrealized appreciation (depreciation) of:

 

 

 

Investments

 

(139,213)

 

Futures

 

320,199

 

Net Realized And Unrealized Gain (Loss) On Investments And Futures

$

(718,807)

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

(119,087)

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Changes in Net Assets

For the year ended July 29, 2005, and the year ended July 30, 2004

 

 

For The Year Ended July 29, 2005

 

For The Year Ended July 30, 2004

 

 

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

 

 

 

 

 

Net investment income

$

599,720

$

653,863

 

Net realized gain (loss) on investment and futures transactions

 

(899,793)

 

(245,555)

 

Net change in unrealized appreciation (depreciation) on investments and futures

 

180,986

 

13,246

 

Net Increase (Decrease) in Net Assets Resulting From Operations

$

(119,087)

$

421,554

 

 

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

 

 

 

 

 

Dividends from net investment income ($.42 and $.43 per share, respectively)

$

(599,718)

$

(653,863)

 

Distributions from net realized gain on investment and futures transactions ($.00 and $.00 per share, respectively)

 

0

 

0

 

Total Dividends and Distributions

$

(599,718)

$

(653,863)

 

 

 

 

 

CAPITAL SHARE TRANSACTIONS

 

 

 

 

 

Proceeds from sale of shares

$

1,323,793

$

1,575,622

 

Proceeds from reinvested dividends

 

352,495

 

364,330

 

Cost of shares redeemed

 

(3,460,076)

 

(3,201,723)

 

Net Increase (Decrease) in Net Assets Resulting From Capital Share Transactions

$

(1,783,788)

$

(1,261,771)

 

 

 

 

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

$

(2,502,593)

$

(1,494,080)

 

 

 

 

 

NET ASSETS, BEGINNING OF PERIOD

 

16,982,498

 

18,476,578

 

 

 

 

 

NET ASSETS, END OF PERIOD

$

14,479,905

$

16,982,498

The accompanying notes are an integral part of these financial statements.

Notes to Financial StatementsJuly 29, 2005

Note 1. ORGANIZATION

Business operations - Kansas Insured Intermediate Fund (the "Fund") is an investment portfolio of Integrity Managed Portfolios (the "Trust") registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Trust may offer multiple portfolios; currently six portfolios are offered. Integrity Managed Portfolios is an unincorporated business trust organized under Massachusetts law on August 10, 1990. The Fund had no operations from that date to November 23, 1992, other than matters relating to organization and registration. On November 23, 1992, the Fund commenced its Public Offering of capital shares. The investment objective of the Fund is to provide its shareholders with as high a level of current income exempt from both federal and Kansas income tax as is consistent with preservation of capital. The Fund will seek to achieve this objective by investing primarily in a portfolio of Kansas insured securities.

Shares of the Fund are offered at net asset value plus a maximum sales charge of 2.75% of the offering price.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment security valuation - Securities for which quotations are not readily available (which will constitute a majority of the securities held by the Fund) are valued using a matrix system at fair value as determined by Integrity Money Management. The matrix system has been developed based on procedures approved by the Board of Trustees which include consideration of the following: yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, and indications as to value from dealers and general market conditions. Because the market value of securities can only be established by agreement between parties in a sales transaction, and because of the uncertainty inherent in the valuation process, the fair values as determined may differ from the values that would have been used had a ready market for the securities existed. The Fund follows industry practice and records security transactions on the trade date.

The Fund concentrates its investments in a single state. This concentration may result in the Fund investing a relatively high percentage of its assets in a limited number of issuers.

When-issued securities - The Fund may purchase securities on a when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the securities purchased on a when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Federal and state income taxes - The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its net investment income and any net realized gain on investments to its shareholders. Therefore, no provision for income taxes is required. Distributions during the year ended July 29, 2005, were characterized as tax-exempt for tax purposes.

The tax character of distributions paid was as follows:

 

 

July 29, 2005

July 30, 2004

Tax-exempt income

$

599,718

653,863

Ordinary income

 

0

0

Long-term capital gains

 

0

0

 

Total

$

599,718

653,863

As of July 29, 2005, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed Ordinary Income

Undistributed Long-Term Capital Gains

Accumulated Earnings

Accumulated Capital and Other Losses

Unrealized Appreciation/

(Depreciation)

Total Accumulated Earnings/(Deficit)

$0

$0

$0

($1,719,699)

$572,064

$1,147,635

The Fund has unexpired capital loss carryforwards for tax purposes as of July 29, 2005, totaling $1,517,469, which may be used to offset capital gains. The capital loss carryforward amounts will expire in each of the years ended July 31 as shown in the table below.

Year

 

Unexpired Capital Losses

2006

$

125,539

2007

$

27,107

2008

$

49,698

2009

$

78,788

2010

$

178,976

2011

$

209,757

2012

$

303,542

2013

$

544,062

For the year ended July 29, 2005, the Fund made $411,602 in permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to expiring capital loss carryforwards.

Net capital losses incurred after October 31, and within the tax year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended July 29, 2005, the Fund deferred to August 1, 2005 post October capital losses, post October currency losses and post October passive foreign investment company losses of $202,230.

Distributions to shareholders - Dividends from net investment income, declared daily and payable monthly, are reinvested in additional shares of the Fund at net asset value or paid in cash. Capital gains, when available, are distributed at least annually.

Premiums and discounts - Premiums and discounts on municipal securities are amortized for financial reporting purposes.

Other - Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with federal income tax regulations and may differ from net investment income and realized gains determined in accordance with accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatment for market discount, capital loss carryforwards and losses due to wash sales and futures transactions.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary book and tax basis differences will reverse in a subsequent period.

Futures contracts - The Fund may purchase and sell financial futures to hedge against changes in the values of tax-exempt municipal securities the Fund owns or expects to purchase.

A futures contract is an agreement between two parties to buy or sell units of a particular index or a certain amount of U.S. government or municipal securities at a set price on a future date. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirement of the futures exchange on which the contract is traded. Subsequent payments ("variation margin") are made or received by the Fund, dependent on the fluctuations in the value of the underlying index. Daily fluctuations in value are recorded for financial reporting purposes as unrealized gains or losses by the Fund. When entering into a closing transaction, the Fund will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contracts sold and the futures contracts to buy. Unrealized appreciation (depreciation) related to open futures contracts is required to be treated as a realized gain (loss) for federal income tax purposes.

Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Schedule of Investments. The Statement of Assets and Liabilities reflects a receivable or payable for the daily mark to market for variation margin.

Certain risks may arise upon entering into futures contracts. These risks may include changes in the value of the futures contracts that may not directly correlate with changes in the value of the underlying securities.

At July 29, 2005, the Fund had outstanding futures contracts to sell debt securities as follows:

Contracts to Sell

Expiration Date

Number of Futures Contract

Valuation as of July 29, 2005

Unrealized Appreciation (Depreciation)

U.S. Treasury Bonds

09/2005

48

$196,500

$95,514

Use of estimates - - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3. CAPITAL SHARE TRANSACTIONS

As of July 29, 2005, there were unlimited shares of no par authorized; 1,323,367 and 1,484,046 shares were outstanding at July 29, 2005, and July 30, 2004, respectively.

Transactions in capital shares were as follows:

 

Shares

 

For The Year Ended July 29, 2005

For The Year Ended July 30, 2004

 

 

 

Shares sold

117,576

136,212

Shares issued on reinvestment of dividends

31,410

31,418

 

Shares redeemed

(309,665)

(275,961)

Net increase (decrease)

(160,679)

(108,331)

Note 4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Integrity Money Management, the Fund's investment adviser; Integrity Funds Distributor, the Fund's underwriter; and Integrity Fund Services, the Fund's transfer, accounting, and administrative services agent, are subsidiaries of Integrity Mutual Funds, Inc., the Fund's sponsor.

The Fund has engaged Integrity Money Management to provide investment advisory and management services to the Fund. The Investment Advisory Agreement provides for fees to be computed at an annual rate of 0.50% of the Fund's average daily net assets. The Fund has recognized $23,026 of investment advisory fees after partial waiver for the year ended July 29, 2005. The Fund has a payable to Integrity Money Management of $1,460 at July 29, 2005, for investment advisory fees. Certain officers and trustees of the Fund are also officers and directors of the investment adviser.

Under the terms of the advisory agreement, the investment adviser has agreed to pay the expenses of the Fund (excluding taxes and brokerage fees and commissions, if any) that exceed 0.75% of the Fund's average daily net assets on an annual basis. The investment adviser may also voluntarily waive fees or reimburse expenses not required under the advisory contract from time to time. Accordingly, after fee waivers and expense reimbursements, the Fund's actual total annual operating expenses were 0.75% for the year ended July 29, 2005.

Integrity Fund Services provides shareholder services for a monthly fee equal to an annual rate of 0.16% of the Fund's first $10 million of net assets, 0.13% of the Fund's net assets on the next $15 million, 0.11% of the Fund's net assets on the next $25 million, and 0.10% of the Fund's net assets in excess of $50 million, with a minimum of $1,500 per month plus reimbursement of out-of-pocket expenses. An additional fee with a minimum of $500 per month is charged for each additional share class. The Fund has recognized $23,946 of transfer agency fees and expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $1,768 at July 29, 2005 for transfer agency fees. Integrity Fund Services also acts as the Fund's accounting services agent for a monthly fee equal to the sum of a fixed fee of $2,000 and a variable fee equal to 0.05% of the Fund's average daily net assets on an annual basis for the Fund's first $50 million and at a lower rate on the average daily net assets in excess of $50 million, together with reimbursement of out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $31,993 of accounting service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $2,521 at July 29, 2005, for accounting service fees. Integrity Fund Services also acts as administrator for the Fund. The Fund pays to Integrity Fund Services a monthly fee calculated at the rate of 0.10% of average daily net assets with a minimum of $1,500 per month plus out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $17,950 of administrative service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $1,450 at July 29, 2005, for administrative service fees.

Note 5. INVESTMENT SECURITY TRANSACTIONS

The cost of purchases and proceeds from the sales of investment securities (excluding short-term securities) aggregated $276,565 and $2,540,724, respectively, for the year ended July 29, 2005.

Note 6. INVESTMENT IN SECURITIES

At July 29, 2005, the aggregate cost of securities for federal income tax purposes was substantially the same for financial reporting purposes at $13,541,984. The net unrealized appreciation of investments based on the cost was $572,064, which is comprised of $575,031 aggregate gross unrealized appreciation and $2,967 aggregate gross unrealized depreciation.

Financial Highlights

Selected per share data and ratios for the period indicated

 

 

For The Year Ended July 29, 2005

 

For The Year Ended July 30, 2004

 

For The Year Ended July 31, 2003

 

For The Year Ended July 31, 2002

 

For The Year Ended July 31, 2001

 

NET ASSET VALUE, BEGINNING OF PERIOD

 

$

 

11.44

$

11.60

$

11.91

$

11.93

$

11.69

$

 

 

 

 

 

 

 

 

 

 

 

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

$

.42

$

.43

$

.46

$

.50

$

.53

$

 

Net realized and unrealized gain (loss) on investment and futures transactions

 

 

(.50)

 

(.16)

 

(.31)

 

(.02)

 

.24

 

 

Total Income (Loss) From Investment Operations

 

$

 

(.08)

$

.27

$

.15

$

.48

$

.77

$

 

 

 

 

 

 

 

 

 

 

 

 

Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

Dividends from net investment income

 

$

 

(.42)

$

(.43)

$

(.46)

$

(.50)

$

(.53)

$

 

Distributions from net capital gains

 

.00

 

.00

 

.00

 

.00

 

.00

 

 

Total Distributions

$

(.42)

$

(.43)

$

(.46)

$

(.50)

$

(.53)

$

 

 

 

 

 

 

 

 

 

 

 

 

NET ASSET VALUE, END OF PERIOD

 

$

 

10.94

$

11.44

$

11.60

$

11.91

$

11.93

$

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

(0.75)%(A)

 

2.31%(A)

 

1.26%(A)

 

4.12%(A)

 

6.73%(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS/SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period (in thousands)

 

$

 

14,480

$

16,982

$

18,477

$

18,633

$

18,728

$

 

Ratio of net expenses (after expense assumption) to average net assets

 

 

0.75%(B)

 

0.75%(B)

 

0.75%(B)

 

0.75%(B)

 

0.75%(B)

 

 

Ratio of net investment income to average net assets

 

 

3.71%

 

3.67%

 

3.89%

 

4.20%

 

4.49%

 

 

Portfolio turnover rate

 

1.81%

 

4.39%

 

26.23%

 

9.04%

 

18.49%

 

(A) Excludes maximum sales charge of 2.75%.

(B) During the periods indicated above, Integrity Mutual Funds, Inc. or Integrity Money Management assumed/waived expenses of $57,567, $58,289, $36,281, $30,501, and $31,627, respectively. If the expenses had not been assumed/waived, the annualized ratios of total expenses to average net assets would have been 1.10%, 1.08%, 0.94%, 0.91%, and 0.92%, respectively.

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions.

The accompanying notes are an integral part of these financial statements.

Tax Information For The Year Ended July 29, 2005 (Unaudited)

We are required to advise you within 60 days of the Fund's fiscal year-end regarding the federal tax status of distributions received by shareholders during such fiscal year. The distributions made during the fiscal year by the Fund were earned from the following sources:

 

 

 

Dividends and Distributions Per Share

To Shareholders of Record

 

Payment Date

 

From Net Investment Income

 

From Net Realized Short-Term Gains

 

From Net Realized Long-Term Gains

August 31, 2004

 

August 31, 2004

$

.035933

 

-

 

-

September 30, 2004

 

September 30, 2004

$

.035054

 

-

 

-

October 29, 2004

 

October 29, 2004

$

.032940

 

-

 

-

November 30, 2004

 

November 30, 2004

$

.037221

 

-

 

-

December 31, 2004

 

December 31, 2004

$

.033977

 

-

 

-

January 31, 2005

 

January 31, 2005

$

.034225

 

-

 

-

February 28, 2005

 

February 28, 2005

$

.034624

 

-

 

-

March 31, 2005

 

March 31, 2005

$

.035238

 

-

 

-

April 29, 2005

 

April 29, 2005

$

.033868

 

-

 

-

May 31, 2005

 

May 31, 2005

$

.036086

 

-

 

-

June 30, 2005

 

June 30, 2005

$

.034200

 

-

 

-

July 29, 2005

 

July 29, 2005

$

.033022

 

-

 

-

Shareholders should consult their tax advisors.

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Trustees of the Kansas Insured Intermediate Fund

We have audited the accompanying statement of assets and liabilities of the Kansas Insured Intermediate Fund (one of the portfolios constituting the Integrity Managed Portfolios), including the schedule of investments as of July 29, 2005, the related statement of operations for the year then ended, the statement of changes in net assets for the years ended July 29, 2005 and July 30, 2004, and the financial highlights for the year ended July 29, 2005 and each of the four years in the period ended July 30, 2004. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 29, 2005 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Kansas Insured Intermediate Fund of the Integrity Managed Portfolios as of July 29, 2005, the results of its operations for the year then ended, the changes in its net assets for the years ended July 29, 2005 and July 30, 2004, and the financial highlights for the years ended July 29, 2005, July 30, 2004, July 31, 2003, July 31, 2002, and July 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

BRADY, MARTZ & ASSOCIATES, P.C.

Minot, North Dakota USA

September 2, 2005

Kansas Municipal Fund

Dear Shareholder:

Enclosed is the annual report of the operations of the Kansas Municipal Fund (the "Fund") for the year ended July 29, 2005. The Fund's portfolio and related financial statements are presented within for your review.

The central theme of the 1990's economy was its ability to grow without aggravating inflation. Falling interest rate yields, declining unemployment, lack of recessions, a persistently rising stock market and a surplus government budget were a direct outcome of this period. While inflation continued to decline, interest rates moved lower. The Federal Reserve never had to tighten aggressively since inflationary pressures never became overwhelming.

Today, after more than 20 years of growing without a major inflationary episode, the 10-year Treasury bond yield has languished around 4 percent despite two years of solid real GDP growth, a record-setting surge in oil prices, a 75 percent advance in industrial commodity prices and a booming housing market.

This may also explain why the Federal Reserve has proclaimed it can be "patient" and "measured" in its approach to raising rates, despite the fact they have raised the federal funds target rate from a four-decade low of 1% to 3.25% at the end of June.

While rising interest rates are generally troublesome for longer-term fixed income securities, since bond prices decline as rates are expected to rise, longer-term yields have fallen during the period as the 10-year Treasury bond yield ended the period at 4.28% after beginning the period at 4.46%. This "conundrum" as Federal Reserve Chairman Alan Greenspan refers to it, can be attributed to massive Asian and oil producing nations buying dollar denominated assets, i.e. government bonds. These purchases may decline as China recently revalued its currency, "the Yuan". One scenario of this change would reduce China's huge purchases of U.S. dollars and U.S. bonds and, as a result, American interest rates could be forced higher.

Given our concerns that inflationary trends are growing and the Federal Reserve will continue to be accommodative, our strategy is to focus on bonds with higher coupons. The Fund's average coupon as of July 29, 2005 was 5.46%, maintaining a lower average maturity life of 16 years and a short position in U.S. Treasury futures. Although this conservative strategy at times limits the Fund's full participation in market rallies, it preserves principal in market downturns. As of this report, interest rates have moved higher as economic reports continue to show growth in the economy.

The Kansas Municipal Fund began the period at $10.93 per share and ended the period at $10.57 per share for a total return of 0.22% (without sales charge). This compares to the Lehman Brothers Municipal Index's return of 6.36% for the period.

An important part of the Fund's strategy includes searching the primary and secondary markets for high quality, double tax-exempt issues. Credit quality for the period was: AAA 62%, AA 17%, A 9%, BBB 4%, NR 7% and OTH 1%.  Income exempt from federal and Kansas state income taxes with preservation of capital remain the primary objectives of the Fund.

If you would like more frequent updates, visit our website at www.intergrityfunds.com for daily prices along with pertinent fund information.

Sincerely,

The Portfolio Management Team

The views expressed are those of Monte Avery, Chief Portfolio Strategist with Integrity Mutual Funds. The views are subject to change at any time in response to changing circumstances in the market and are not intended to predict or guarantee the future performance of any individual security, market sector or the markets generally, or any Integrity Mutual Fund.

Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance.

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

Bond prices and, therefore, the value of bond funds decline as interest rates rise. Because the Fund invests in securities of a single state, the Fund is more susceptible to factors adversely impacting the respective state securities more so than a municipal bond fund that does not concentrate its securities in a single state.

PROXY VOTING ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-276-1262. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available through Integrity's website at www.integrityfunds.com. This information is also available from the EDGAR database on the Securities and Exchange Commission's ("SEC's") Internet site at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund's second and fourth fiscal quarters on the Form N-CSR(s). The annual and semiannual reports are filed electronically with the SEC and are delivered to the Fund shareholders. The Fund also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q and N-CSR(s) are available on the SEC's website at www.sec.gov. The Fund's Forms N-Q and N-CSR(s) may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and the information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. You may also access this information from Integrity's website at www.integrityfunds.com.

Terms & Definitions July 29, 2005 (Unaudited)

Appreciation

The increase in value of an asset.

Average Annual Total Return

A standardized measurement of the return (yield and appreciation) earned by the fund on an annual basis, assuming all distributions are reinvested.

Coupon Rate or Face Rate

The rate of interest payable annually, based on the face amount of the bond; expressed as a percentage.

Depreciation

The decrease in value of an asset.

Lehman Brothers Municipal Bond Index

An unmanaged list of long-term, fixed-rate, investment-grade, tax-exempt bonds representative of the municipal bond market. The index does not take into account brokerage commissions or other costs, may include bonds different from those in the fund, and may pose different risks than the fund.

Market Value

The actual (or estimated) price at which a bond trades in the market place.

Maturity

A measure of the term or life of a bond in years. When a bond "matures," the issuer repays the principal.

Net Asset Value (NAV)

The value of all your fund's assets, minus any liabilities, divided by the number of outstanding shares, not including any initial sales charge.

Quality Ratings

A designation assigned by independent rating companies to give a relative indication of a bond's credit worthiness. "AAA," "AA," "A," and "BBB" indicate investment grade securities. Ratings can range from a high of "AAA" to a low of "D".

Total Return

Measures both the net investment income and any realized and unrealized appreciation or depreciation of the underlying investments in the fund's portfolio for the period, assuming the reinvestment of all dividends. It represents the aggregate percentage or dollar value change over the period.

July 29, 2005 (Unaudited)

PERFORMANCE AND COMPOSITION

PORTFOLIO QUALITY RATINGS

(Based on Total Long-Term Investments)

AAA

61.9%

AA

17.1%

A

8.6%

NR

8.7%

BBB

3.7%

Quality ratings reflect the financial strength of the issuer. They are assigned by independent rating services such as Moody's Investors Services and Standard & Poor's. Non-rated bonds have been determined to be of appropriate quality for the portfolio by Integrity Money Management, Inc. ("Integrity Money Management" or "Adviser"), the Fund's investment adviser.

These percentages are subject to change.

PORTFOLIO MARKET SECTORS

(As a % of Net Assets)

H-Housing

22.9%

HC-Health Care

20.0%

S-School

14.3%

G-Government

11.3%

O-Other

11.0%

W-Water/Sewer

9.5%

T-Transportation

6.4%

U-Utilities

4.6%

Market sectors are breakdowns of the Fund's portfolio holdings into specific investment classes.

These percentages are subject to change.

July 29, 2005 (Unaudited)

DISCLOSURE OF FUND EXPENSES

The Example below is intended to describe the fees and expenses borne by shareholders and the impact of those costs on your investment.

EXAMPLE

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), redemption fees and exchange fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 2, 2004 to July 29, 2005.

The example illustrates your fund's costs in two ways:

Actual expenses

The section in the table under the heading "Actual" provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate column for your share class, in the column entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The section in the table under the heading "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the section in the table under the heading "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Beginning Account Value 08/02/04

Ending Account Value 07/29/05

Expenses Paid During Period*

Actual

 

 

 

Class A

$1,000.00

$1,002.20

$9.76

Hypothetical (5% return before expenses)

 

 

 

Class A

$1,000.00

$1,040.25

$9.94

* Expenses are equal to the annualized expense ratio of 0.97%, multiplied by the average account value over the period. The Fund's ending account value on the first line in the table is based on its actual total return of 0.22% for the period of August 2, 2004, to July 29, 2005.

July 29, 2005 (Unaudited)

AVERAGE ANNUAL TOTAL RETURNS

 

For the periods ending July 29, 2005

 

 

 

 

 

 

 

 

 

Since Inception (November 15, 1990)

Kansas Municipal Fund

1 year

5 year

10 year

Without sales charge

0.22%

2.51%

3.38%

4.64%

With sales charge (4.25%)

(4.08)%

1.63%

2.92%

4.33%

 

 

For the periods ending July 29, 2005

 

 

 

 

 

Lehman Brothers Municipal Bond Index

1 year

5 year

10 year

Since Inception (November 15, 1990)

 

6.36%

6.48%

6.23%

6.91%

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemption of Fund shares.

July 29, 2005 (Unaudited)

COMPARATIVE INDEX GRAPH (INSERT HERE)

Comparison of change in value of a $10,000 investment in the Kansas Municipal Fund and the Lehman Brothers Municipal Bond Index

 

Kansas Municipal Fund w/o Sales Charge

Kansas Municipal Fund w/ Max Sales Charge

Lehman Brothers Municipal Bond Index

 

11/15/90

$10,000

$ 9,575

$10,000

1991

$10,524

$10,077

$10,724

1992

$11,855

$11,351

$12,199

1993

$13,050

$12,495

$13,276

1994

$13,168

$12,608

$13,525

1995

$13,988

$13,394

$14,591

1996

$14,814

$14,184

$15,553

1997

$15,933

$15,256

$17,150

1998

$16,372

$15,676

$18,177

1999

$16,936

$16,216

$18,700

2000

$17,222

$16,490

$19,507

2001

$18,622

$17,831

$21,475

2002

$19,270

$18,451

$22,916

2003

$19,126

$18,314

$23,740

2004

$19,454

$18,627

$25,113

2005

$19,495

$18,667

$26,711

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The graph does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemptions of Fund shares.

The graph comparing your Fund's performance to a benchmark index provides you with a general sense of how your Fund performed. To put this information in context, it may be helpful to understand the special differences between the two. The Lehman Brothers index is a national index representative of the national municipal bond market, whereas the Fund concentrates its investments in Kansas municipal bonds. Your Fund's total return for the period shown appears with and without sales charges and includes Fund expenses and management fees. A securities index measures the performance of a theoretical portfolio. Unlike a fund, the index is unmanaged; there are no expenses that affect the results. In addition, few investors could purchase all of the securities necessary to match the index. And, if they could, they would incur transaction costs and other expenses. All Fund and benchmark returns include reinvested dividends.

July 29, 2005 (Unaudited)

MANAGEMENT OF THE FUND

The Board of Integrity Managed Portfolios consists of four Trustees. These same individuals, unless otherwise noted, also serve as Directors or Trustees for all of the funds in the Integrity family of funds, the six series of Integrity Managed Portfolios and the eight series of The Integrity Funds. Three Trustees (75% of the total) have no affiliation or business connection with the Investment Adviser or any of its affiliates. These are the "Independent" Trustees. Two of the  remaining three Trustees and/or executive officers are "interested" by virtue of their affiliation with the Investment Adviser and its affiliates.

The Independent Trustees of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Independent Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INDEPENDENT TRUSTEES

NAME, ADDRESS AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGTH SERVED

PRINCIPAL OCCUPATION(S) FOR THE LAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

Lynn W. Aas
904 NW 27th St.
Minot, ND 58703
84

Trustee

Since January 1996

Retired; Attorney; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since September 2003); and Director, First Western Bank & Trust (until May 2002).

17

None

Orlin W. Backes
15 2nd Ave SW - Ste. 305
Minot, ND 58701
70

Trustee

Since January 1996

Attorney, McGee, Hankla, Backes & Dobrovolny, P.C.; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since May 2003); and Director, First Western Bank & Trust.

17

Director, First Western Bank & Trust

R. James Maxson
Town & Country Center, 1015 S. Broadway Suite 15
Minot, ND 58701
57

Trustee

Since January 1999

Attorney, Maxson Law Office (since November 2002), Attorney, McGee, Hankla, Backes & Dobrovolny, P.C. (April 2000 to November 2002); Attorney, Farhart, Lian and Maxson, P.C. (March 1976 to March 2000); Director, South Dakota Tax-Free Fund, Inc. (January 1999 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (January 1999 to June 2003) ND Tax-Free Fund, Inc. (since January 1999), Montana Tax-Free Fund, Inc. (since January 1999), and Integrity Fund of Funds, Inc. (since January 1999), and Trustee, The Integrity Funds (since May 2003).

17

None

*The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

The Interested Trustees and executive officers of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Interested Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS

NAME, ADDRESS AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGTH SERVED

PRINCIPAL OCCUPATION(S) FOR THE LAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

**Robert E. Walstad
1 N Main St
Minot, ND 58703
60

Trustee, Chairman, and President

Since January 1996

Director (since September 1987), President (September 1987 to October 2001) (September 2002 to May 2003), Integrity Mutual Funds, Inc.; Director, President and Treasurer, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc.; Director, President (since inception) and Treasurer (until May 2004), South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., Integrity Fund of Funds, Inc.; Trustee, Chairman and President (since May 2003) and Treasurer (May 2003 to May 2004), The Integrity Funds; Director, President and Treasurer (until August 2003), Integrity Funds Distributor, Inc.; Director (October 1999 to June 2003), President (October 1999 to October 2001), Magic Internet Services, Inc.; Director (May 2000 to June 2003), President (May 2000 to November 2001) (October 2002 to June 2003), ARM Securities Corporation; and Director, CEO, Chairman (since January 2002), President (September 2002 to December 2004), Capital Financial Services, Inc.

17

Director, Capital Financial Services, Inc.

**Peter A. Quist
1 N Main St
Minot, ND 58703
71

Vice President and Secretary

Since January 1996

Attorney; Director and Vice President, Integrity Mutual Funds, Inc.; Director, Vice President and Secretary, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc., South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc., Integrity Funds Distributor, Inc.; Vice President and Secretary, The Integrity Funds (since May 2003); and Director, ARM Securities Corporation (May 2000 to June 2003).

3

None

Brent M. Wheeler
1 N Main St
Minot, ND 58703
34

Treasurer

Since May 2004

Fund Accounting Manager, Integrity Fund Services, Inc.; Treasurer (since May 2004), The Integrity Funds and Integrity Mutual Funds.

NA

Minot State University Alumni Association

* The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

** Trustees and/or officers who are "interested persons" of the Funds as defined in the Investment Company Act of 1940. Messrs. Quist and Walstad are interested persons by virtue of being officers and Directors of the Fund's Investment Adviser and Principal Underwriter.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

Schedule of Investments July 29, 2005

Name of Issuer
Percentages represent the market value of each investment category to total net assets

Rating (Unaudited) Moody's/ S&P

Coupon Rate

Maturity

 

Principal Amount

 

Market Value

 

 

 

 

 

 

 

 

KANSAS MUNICIPAL BOND (94.9%)

 

 

 

 

 

 

 

Burlington, KS PCR Gas & Elec. MBIA

Aaa/AAA

5.300%

06/01/31

$

1,000,000

$

1,076,040

Butler Cty., KS Public Bldg. MBIA

Aaa/NR

5.550

10/01/21

 

300,000

 

328,599

Coffeyville, KS Pub. Bldg. (Coffeyville Medl. Center) Rev. AMBAC

Aaa/AAA

5.000

08/01/22

 

250,000

 

264,730

Cowley Cty, KS USD #465 (Winfield) MBIA

Aaa/AAA

5.250

10/01/14

 

390,000

 

429,059

Dodge, KS School District #443 FGIC

Aaa/NR

5.000

09/01/11

 

1,000,000

 

1,092,070

Douglas Cty., KS Sales Tax Ref. AMBAC

Aaa/NR

5.000

08/01/19

 

1,000,000

 

1,071,930

Hutchinson, KS Community College

NR/A-

5.000

10/01/25

 

350,000

 

360,756

Hutchinson, KS Community College

NR/A-

5.250

10/01/30

 

300,000

 

312,342

Hutchinson, KS Community College

NR/A-

5.250

10/01/33

 

450,000

 

467,114

Johnson Cty., KS Community College COP

Aaa/NR

3.000

04/01/06

 

1,035,000

 

1,041,852

#Johnson Cty., KS USD #229 (Blue Valley) G.O.

Aa-1/AA

5.000

10/01/18

 

2,600,000

 

2,758,678

Johnson County USD 231 Gardner-Edgerton FGIC

Aaa/AAA

5.000

10/01/24

 

1,135,000

 

1,199,661

Kansas City, KS Mrtge. Rev. GNMA

Aaa/NR

5.900

11/01/27

 

420,000

 

428,597

*Kansas City, KS Util. Syst. Ref. & Impvt. AMBAC

Aaa/AAA

6.300

09/01/16

 

580,000

 

582,709

*KS Devl. Finance Auth. (Dept. Admin. 7th & Harrison PJ) AMBAC

Aaa/AAA

5.750

12/01/27

 

2,250,000

 

2,514,645

KS Devl. Finance Auth. (Dept. of Admin. Capitol Restoration) Lease Rev. FSA

Aaa/AAA

5.375

10/01/20

 

370,000

 

395,212

KS Devl. Finance Auth. (Juvenile Justice) Rev. MBIA

Aaa/AAA

5.250

05/01/13

 

570,000

 

618,045

KS Devl. Finance Auth. (Sec. 8) Rev. Ref. MBIA

Aaa/AAA

6.400

01/01/24

 

255,000

 

257,073

*KS Devl. Finance Auth. (Water Pollution Control) Rev.

Aaa/AAA

5.250

05/01/11

 

2,000,000

 

2,129,180

KS Devl. Finance Auth. (KS St. Projects) Rev. MBIA

Aaa/AAA

5.000

10/01/17

 

250,000

 

266,448

KS Devl. Finance Auth. (Water Pollution Control) Rev.

Aaa/AAA

5.250

11/01/22

 

1,000,000

 

1,092,530

KS Devl. Finance Auth. (Water Pollution Control)

Aaa/AAA

5.000

11/01/23

 

1,000,000

 

1,065,710

*KS Devl. Finance Auth. (Park Apts.) Multifamily Hsg. Rev.

NR/AAA

6.000

12/01/21

 

1,975,000

 

2,016,060

KS Devl. Finance Auth. (Oak Ridge Park Apt.)

NR/NR

6.500

02/01/18

 

1,260,000

 

1,243,305

KS Devl. Finance Auth. (Oak Ridge Park Apt.)

NR/NR

6.625

08/01/29

 

1,000,000

 

971,370

KS Devl. Finance Auth. (Indian Ridge Apts.)

NR/NR

6.000

01/01/28

 

1,020,000

 

816,000

KS Devl. Finance Auth. (Stormont Vail) Hlth. Care Rev. MBIA

Aaa/AAA

5.800

11/015/21

 

430,000

 

444,792

KS Devl. Finance Auth. (Sisters of Charity) Hlth. Rev.

Aa/AA

6.125

12/01/20

 

1,000,000

 

1,111,200

KS Devl. Finance Auth. (Stormont Vail) Hlth. Care Rev. MBIA

Aaa/AAA

5.375

11/15/24

 

1,500,000

 

1,621,890

KS Devl. Finance Auth. (Stormont Vail) Hlth. Care Rev. MBIA

Aaa/AAA

5.800

11/15/16

 

455,000

 

470,889

KS Turnpike Auth. Rev. FSA

Aaa/AAA

5.000

09/01/24

 

530,000

 

561,906

KS Turnpike Auth. Rev. FSA

Aaa/AAA

5.000

09/01/25

 

750,000

 

789,472

KS Turnpike Auth. Rev. AMBAC

Aaa/AAA

4.000

09/01/15

 

500,000

 

504,640

Lawrence, KS (Unlimited Tax) Refunding G.O.

Aa/NR

5.375

09/01/20

 

500,000

 

544,475

Lawrence, KS (Memorial Hospital) Rev. ASGUA

NR/AA

5.750

07/01/24

 

1,000,000

 

1,065,110

Neosho County, KS (Sales Tax Rev.) MBIA

Aaa/AAA

5.000

08/15/08

 

590,000

 

617,571

Newton, KS (Newton) Hosp. Rev.

NR/BBB-

5.700

11/15/18

 

1,000,000

 

1,022,550

Newton, KS (Newton) Hosp. Rev. ACA

NR/A

5.750

11/15/24

 

500,000

 

514,840

Olathe, KS (Medl. Ctr.) Hlth. Facs. Rev.

Aaa/AAA

5.500

09/01/25

 

235,000

 

251,770

Olathe, KS (Medl. Ctr.) Hlth. Facs. Rev. AMBAC

Aaa/AAA

5.500

09/01/30

 

500,000

 

535,490

#Olathe, KS Multifamily Hsg. (Bristol Pointe) Rev. Ref. FNMA

NR/AAA

5.700

11/01/27

 

2,210,000

 

2,256,078

Pratt, KS Elec. Util. Syst. Rev. Ref. & Impvt. AMBAC

Aaa/AAA

6.600

11/01/07

 

640,000

 

668,947

Republic Cty., KS Sales Tax FGIC

Aaa/NR

5.000

06/01/15

 

260,000

 

276,557

Republic Cty., KS Sales Tax FGIC

Aaa/NR

5.000

06/01/16

 

275,000

 

292,715

Republic Cty., KS Sales Tax FGIC

Aaa/NR

5.000

06/01/17

 

290,000

 

310,433

Scott Cty, KS USD #466 FGIC

Aaa/AAA

5.250

09/01/17

 

900,000

 

973,296

Sedgwick Cty., KS (Catholic Care Center, Inc.) Hlth. Care Rev.

NR/A

5.800

11/15/26

 

1,000,000

 

1,064,480

Shawnee Cty., KS G.O. FSA

Aaa/NR

5.000

09/01/16

 

655,000

 

707,970

Topeka Public Bldg. Comm. (10th & Jackson Prj.) MBIA

Aaa/AAA

5.625

06/01/26

 

1,435,000

 

1,536,167

Topeka Public Bldg. Comm. (10th & Jackson Prj.) MBIA

Aaa/AAA

5.625

06/01/31

 

1,200,000

 

1,294,560

University of Kansas Hosp. Auth. AMBAC

Aaa/AAA

5.700

09/01/20

 

830,000

 

901,023

*University of Kansas Hosp. Auth. AMBAC

Aaa/AAA

5.550

09/01/26

 

1,355,000

 

1,446,232

Wamego, KS PCR (Kansas Gas & Electric Project) MBIA

Aaa/AAA

5.300

06/01/31

 

750,000

 

801,232

Washburn Univ. (Living Learning Ctr.) Bldg. Rev. AMBAC

Aaa/NR

5.000

07/01/19

 

955,000

 

1,023,855

Wichita, KS G.O. (Series 772)

Aa/AA

4.500

09/01/17

 

815,000

 

849,369

*Wichita, KS G.O. (Series 772)

Aa/AA

4.500

09/01/18

 

1,375,000

 

1,427,415

Wichita, KS (Via Christi Health System) Rev.

NR/A+

6.250

11/15/24

 

1,500,000

 

1,641,105

Wichita, KS (Via Christi Health System) Rev.

NR/A+

5.625

11/15/31

 

1,100,000

 

1,154,791

Wichita, KS Multifamily Hsg. (Northpark II-A) Rev. GNMA

Aaa/NR

6.125

08/20/28

 

1,885,000

 

1,876,574

Wichita, KS Multifamily Hsg. (Brentwood Apts.) Rev.

NR/OTH

5.850

12/01/25

 

1,000,000

 

815,000

Wichita, KS Multifamily Hsg. (Broadmoor Chelsea) Rev. FNMA

NR/AAA

5.650

07/01/16

 

990,000

 

1,005,840

#Wichita, KS Multifamily Hsg. (Broadmoor Chelsea) Rev. FNMA

NR/AAA

5.700

07/01/22

 

2,000,000

 

2,031,620

Wichita, KS Multifamily Hsg. (Innes Station Apt. 5) Rev.

NR/NR

6.250

03/01/28

 

1,750,000

 

1,710,205

Wichita, KS Public Building Commission (State Office Prj.) Rev. AMBAC

Aaa/AAA

4.000

10/01/14

 

1,000,000

 

1,018,510

Wichita, KS Water & Sewer Util. Rev. FGIC

Aaa/AAA

5.250

10/01/18

 

1,465,000

 

1,584,647

Wichita, KS Water & Sewer Util. Rev. FGIC

Aaa/AAA

5.000

10/01/28

 

500,000

 

520,410

 

 

 

 

 

 

 

 

TOTAL KANSAS MUNICIPAL BONDS (COST: $62,108,855)

 

$

64,045,341

 

 

 

 

SHORT-TERM SECURITIES (2.8%)

Shares

 

 

Wells Fargo Advantage National Tax-Free Money Market

1,902,017

$

1,902,017

TOTAL SHORT-TERM SECURITIES (COST: $1,902,017)

 

$

1,902,017

 

 

 

 

TOTAL INVESTMENTS IN SECURITIES (COST: $64,010,872)

 

$

65,947,358

OTHER ASSETS LESS LIABILITIES

 

 

1,522,405

 

 

 

 

NET ASSETS

 

$

67,469,763

* Indicates bonds are segregated by the custodian to cover when-issued or delayed-delivery purchases.

# Indicates bonds are segregated by the custodian to cover initial margin requirements.

Non-rated (NR) securities in the Fund were investment grade when purchased.

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Assets and Liabilities July 29, 2005

 

ASSETS

 

 

 

Investment in securities, at value (cost: $64,010,872)

$

65,947,358

 

Cash

 

3,658

 

Accrued interest receivable

 

928,275

 

Accrued dividends receivable

 

3,018

 

Variation margin on futures

 

900,625

 

Receivable for fund shares sold

 

16,000

 

Prepaid expenses

 

7,506

 

 

 

 

 

Total Assets

$

67,806,440

 

 

 

 

 

LIABILITIES

 

 

 

Dividends payable

$

206,888

 

Accrued expenses

 

79,639

 

Payable for fund shares redeemed

 

50,150

 

 

 

 

 

Total Liabilities

$

336,677

 

 

 

 

NET ASSETS

$

67,469,763

 

 

 

 

 

 

 

Net assets are represented by:

 

 

 

Paid-in capital

$

76,959,197

 

Accumulated undistributed net realized gain (loss) on investments and futures

 

(11,864,537)

 

Accumulated undistributed net investment income

 

843

 

Unrealized appreciation on investments

 

1,936,486

 

Unrealized appreciation on futures

 

437,774

 

Total amount representing net assets applicable to 6,380,549 outstanding shares of no par common stock (unlimited shares authorized)

$

67,469,763

 

 

 

 

Net asset value per share

$

10.57

 

 

 

 

 

Public offering price (based on sales charge of 4.25%)

$

11.04

The accompanying notes are an integral part of these financial statements.

Statement of Operations For the year ended July 29, 2005

INVESTMENT INCOME

 

 

 

Interest

$

3,267,624

 

Dividends

 

38,129

 

Total Investment Income

$

3,305,753

 

 

 

EXPENSES

 

 

 

Investment advisory fees

$

363,668

 

Distribution (12b-1) fees

 

181,834

 

Administrative service fees

 

72,936

 

Transfer agent fees

 

85,936

 

Accounting service fees

 

58,174

 

Custodian fees

 

11,484

 

Transfer agent out-of-pockets

 

12,792

 

Professional fees

 

12,354

 

Trustees fees

 

4,751

 

Insurance expense

 

2,799

 

Reports to shareholders

 

10,575

 

Registration and filing fees

 

5,519

 

Audit fees

 

9,558

 

Legal Fees

 

9,092

 

Total Expenses

$

841,472

 

Less expenses waived or absorbed by the Fund's manager

 

(130,764)

 

Total Net Expenses

$

710,708

 

 

 

NET INVESTMENT INCOME

$

2,595,045

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES

 

 

 

Net realized gain (loss) from:

 

 

 

Investment transactions

$

(8,741)

 

Futures transactions

 

(4,298,911)

 

Net change in unrealized appreciation (depreciation) of:

 

 

 

Investments

 

384,772

 

Futures

 

1,494,714

 

Net Realized And Unrealized Gain (Loss) On Investments And Futures

$

(2,428,166)

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

166,879

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Changes in Net Assets
For the year ended July 29, 2005, and the year ended July 30, 2004

 

 

For The Year Ended July 29, 2005

 

For The Year Ended July 30, 2004

 

 

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

 

 

 

 

 

Net investment income

$

2,595,045

$

3,394,271

 

Net realized gain (loss) on investment and futures transactions

 

(4,307,652)

 

(1,371,663)

 

Net change in unrealized appreciation (depreciation) on investments and futures

 

1,879,486

 

(532,855)

 

Net Increase (Decrease) in Net Assets Resulting From Operations

$

166,879

$

1,489,753

 

 

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

 

 

 

 

 

Dividends from net investment income ($.38 and $.45 per share, respectively)

$

(2,594,731)

$

(3,394,114)

 

Distributions from net realized gain on investment and futures transactions ($.00 and $.00 per share, respectively)

 

0

 

0

 

Total Dividends and Distributions

$

(2,594,731)

$

(3,394,114)

 

 

 

 

 

CAPITAL SHARE TRANSACTIONS

 

 

 

 

 

Proceeds from sale of shares

$

1,823,022

$

2,722,009

 

Proceeds from reinvested dividends

 

1,647,118

 

2,171,359

 

Cost of shares redeemed

 

(12,050,827)

 

(13,361,122)

 

Net Increase (Decrease) in Net Assets Resulting From Capital Share Transactions

$

(8,580,687)

$

(8,467,754)

 

 

 

 

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

$

(11,008,539)

$

(10,372,115)

 

 

 

 

 

NET ASSETS, BEGINNING OF PERIOD

 

78,478,302

 

88,850,417

 

 

 

 

 

NET ASSETS, END OF PERIOD

$

67,469,763

$

78,478,302

The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements July 29, 2005

Note 1. ORGANIZATION

Business operations - The Kansas Municipal Fund (the "Fund") is an investment portfolio of Integrity Managed Portfolios (the "Trust") registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Trust may offer multiple portfolios; currently six portfolios are offered. Integrity Managed Portfolios is an unincorporated business trust organized under Massachusetts law on August 10, 1990. The Fund had no operations from that date to November 15, 1990, other than matters relating to organization and registration. On November 15, 1990, the Fund commenced its Public Offering of capital shares. The investment objective of the Fund is to provide its shareholders with as high a level of current income exempt from both federal and Kansas income tax as is consistent with preservation of capital. The Fund will seek to achieve this objective by investing primarily in a portfolio of Kansas municipal securities.

Shares of the Fund are offered at net asset value plus a maximum sales charge of 4.25% of the offering price.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment security valuation - Securities for which quotations are not readily available (which will constitute a majority of the securities held by the Fund) are valued using a matrix system at fair value as determined by Integrity Money Management. The matrix system has been developed based on procedures approved by the Board of Trustees which include consideration of the following: yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, and indications as to value from dealers and general market conditions. Because the market value of securities can only be established by agreement between parties in a sales transaction, and because of the uncertainty inherent in the valuation process, the fair values as determined may differ from the values that would have been used had a ready market for the securities existed. The Fund follows industry practice and records security transactions on the trade date.

The Fund concentrates its investments in a single state. This concentration may result in the Fund investing a relatively high percentage of its assets in a limited number of issuers.

When-issued securities - The Fund may purchase securities on a when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the securities purchased on a when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Contingent Deferred Sales Charge ("CDSC") - In the case of investments of $1 million or more, a 1.00% CDSC may be assessed on shares redeemed within 12 months of purchase (excluding shares purchased with reinvested dividends and/or distributions).

Federal and state income taxes - The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its net investment income and any net realized gain on investments to its shareholders. Therefore, no provision for income taxes is required. Distributions during year ended July 29, 2005, were characterized as tax-exempt for tax purposes.

 

 

July 29, 2005

Tax-exempt income

$

2,594,731

Ordinary income

 

0

Long-term capital gains

 

0

Total

$

2,594,731

As of July 29, 2005, the components of accumulated earnings/(deficit) on a tax basis was as follows:

Undistributed Ordinary Income

Undistributed Long-Term Capital Gains

Accumulated Earnings

Accumulated Capital and Other Losses

Unrealized Appreciation/ (Depreciation)

Total Accumulated Earnings/(Deficit)

$0

$0

$0

($11,426,763)

$1,937,328

($9,489,434)

The Fund has unexpired capital loss carryforwards for tax purposes as of July 29, 2005, totaling $10,264,747, which may be used to offset capital gains. The capital loss carryforward amounts will expire in each of the years ended July 31 as shown in the table below.

Year

 

Unexpired Capital Losses

2006

$

1,671,432

2007

$

0

2008

$

531,392

2009

$

568,023

2010

$

1,444,860

2011

$

1,970,032

2012

$

1,398,834

2013

$

2,680,174

For the year ended July 29, 2005, the Fund made $2,222,213 in permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to expiring capital loss carryforwards.

Net capital losses incurred after October 31, and within the tax year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended July 29, 2005, the Fund deferred to August 1, 2005, post October capital losses, post October currency losses and post October passive foreign investment company losses of $1,162,016.

Distributions to shareholders - Dividends from net investment income, declared daily and paid monthly, are reinvested in additional shares of the Fund at net asset value or paid in cash. Capital gains, when available, are distributed at least annually.

Premiums and discounts - Premiums and discounts on municipal securities are amortized for financial reporting purposes.

Other - Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with federal income tax regulations and may differ from net investment income and realized gains determined in accordance with accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatment for market discount, capital loss carryforwards and losses due to wash sales and futures transactions.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary book and tax basis differences will reverse in a subsequent period.

Futures contracts - The Fund may purchase and sell financial futures contracts to hedge against changes in the values of tax-exempt municipal securities the Fund owns or expects to purchase.

A futures contract is an agreement between two parties to buy or sell units of a particular index or a certain amount of U.S. government or municipal securities at a set price on a future date. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirement of the futures exchange on which the contract is traded. Subsequent payments ("variation margin") are made or received by the Fund, dependent on the fluctuations in the value of the underlying index. Daily fluctuations in value are recorded for financial reporting purposes as unrealized gains or losses by the Fund. When entering into a closing transaction, the Fund will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contracts sold and the futures contracts to buy. Unrealized appreciation (depreciation) related to open futures contracts is required to be treated as a realized gain (loss) for Federal income tax purposes.

Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Schedule of Investments. The Statement of Assets and Liabilities reflects a receivable or payable for the daily mark to market for variation margin.

Certain risks may arise upon entering into futures contracts. These risks may include changes in the value of the futures contracts that may not directly correlate with changes in the value of the underlying securities.

At July 29, 2005, the Fund had outstanding futures contracts to sell debt securities as follows:

Contracts to Sell

Expiration Date

Number of Futures Contracts

Valuation as of July 29, 2005

Unrealized Appreciation (Depreciation)

U.S. Treasury Bonds

9/05

220

$900,625

$437,774

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3. CAPITAL SHARE TRANSACTIONS

As of July 29, 2005, there were unlimited shares of no par authorized; 6,380,549 and 7,177,877 shares were outstanding at July 29, 2005, and July 30, 2004, respectively.

Transactions in capital shares were as follows:

 

Shares

 

For The Year Ended July 29, 2005

For The Year Ended July 30, 2004

 

 

Shares sold

168,753

245,359

Shares issued on reinvestment of dividends

152,906

195,546

Shares redeemed

(1,118,987)

(1,204,210)

Net increase (decrease)

(797,328)

(763,305)

Note 4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Integrity Money Management, the Fund's investment adviser; Integrity Funds Distributor, the Fund's underwriter; and Integrity Fund Services, the Fund's transfer, accounting, and administrative services agent, are subsidiaries of Integrity Mutual Funds, Inc., the Fund's sponsor.

The Fund has engaged Integrity Money Management to provide investment advisory and management services to the Fund. The Investment Advisory Agreement provides for fees to be computed at an annual rate of 0.50% of the Fund's average daily net assets. The Fund has recognized $232,904 of investment advisory fees after partial waiver for the year ended July 29, 2005. The Fund has a payable to Integrity Money Management of $19,776 at July 29, 2005, for investment advisory fees. Certain officers and trustees of the Fund are also officers and directors of the investment adviser.

Under the terms of the advisory agreement, the investment adviser has agreed to pay all the expenses of the Fund (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 investment adviser and management fee. The investment adviser and underwriter may also voluntarily waive fees or reimburse expenses not required under the advisory or other contracts from time to time. Accordingly, after fee waivers and expense reimbursements, the Fund's actual total annual operating expenses were 0.97% for the year ended July 29, 2005.

Principal Underwriter and Shareholder Services

The Fund pays an annual service fee to Integrity Funds Distributor, its principal underwriter, for certain expenses incurred in connection with the distribution of the Fund's shares. The annual fee paid to Integrity Funds Distributor is calculated daily and paid monthly by the Fund at the annual rate of 0.25% of the average daily net assets of the Fund. The Fund has recognized $181,834 of service fee expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Funds Distributor of $13,640 at July 29, 2005, for service fees.

Integrity Fund Services provides shareholder services for a monthly fee equal to an annual rate of 0.16% of the Fund's first $10 million of net assets, 0.13% of the Fund's net assets on the next $15 million, 0.11% of the Fund's net assets on the next $25 million, and 0.10% of the Fund's net assets in excess of $50 million, with a minimum of $1,500 per month plus reimbursement of out-of-pocket expenses. An additional fee with a minimum $500 per month is charged for each additional share class. The Fund has recognized $85,936 of transfer agency fees and expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $6,503 at July 29, 2005, for transfer agency fees. Integrity Fund Services also acts as the Fund's accounting services agent for a monthly fee equal to the sum of a fixed fee of $2,000, and a variable fee equal to 0.05% of the Fund's average daily net assets on an annual basis for the Fund's first $50 million and at a lower rate on the average daily net assets in excess of $50 million, together with reimbursement of out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $58,174 of accounting service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $4,518 at July 29, 2005, for accounting service fees. Integrity Fund Services also acts as administrator for the Fund. The Fund pays to Integrity Fund Services a monthly fee calculated at the rate of 0.10% of average daily net assets with a minimum of $1,500 per month plus out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $72,936 of administrative service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $5,456 at July 29, 2005, for administrative service fees.

Note 5. INVESTMENT SECURITY TRANSACTIONS

The cost of purchases and proceeds from sales of investment securities (excluding short-term securities) aggregated $31,107,025 and $40,028,550, respectively, for the year ended July 29, 2005.

Note 6. INVESTMENT IN SECURITIES

At July 29, 2005, the aggregate cost of securities for federal income tax purposes was substantially the same for financial reporting purposes at $64,010,872. The net unrealized appreciation of investments based on the cost was $1,936,486, which is comprised of $2,510,025 aggregate gross unrealized appreciation and $573,539 aggregate gross unrealized depreciation.

Financial Highlights

Selected per share data and ratios for the periods indicated

 

 

For The Year Ended July 29, 2005

 

For The Year Ended July 30, 2004

 

For The Year Ended July 31, 2003

 

For The Year Ended July 31, 2002

 

For The Year Ended July 31, 2001

NET ASSET VALUE, BEGINNING OF PERIOD

$

10.93

$

11.19

$

11.78

$

11.92

$

11.58

 

 

 

 

 

 

 

 

 

 

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

$

.38

$

.45

$

.51

$

.55

$

.58

 

Net realized and unrealized gain (loss) on investment and futures transactions

 

(.36)

 

(.26)

 

(.59)

 

(.14)

 

.34

 

Total Income (Loss) From Investment Operations

$

.02

$

.19

$

(.08)

$

.41

$

.92

 

 

 

 

 

 

 

 

 

 

 

Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

Dividends from net investment income

$

(.38)

$

(.45)

$

(.51)

$

(.55)

 

(.58)

 

Distributions from net capital gains

 

.00

 

.00

 

.00

 

.00

 

.00

 

Total Distributions

$

(.38)

$

(.45)

$

(.51)

$

(.55)

$

(.58)

 

 

 

 

 

 

 

 

 

 

 

NET ASSET VALUE, END OF PERIOD

$

10.57

$

10.93

$

11.19

$

11.78

$

11.92

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

0.22%(A)

 

1.71%(A)

 

(0.75%)(A)

 

3.48%(A)

 

8.13%(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS/SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period (in thousands)

$

67,470

$

78,478

$

88,850

$

98,992

$

103,806

 

Ratio of net expenses (after expense assumption) to average net assets

 

0.97%(B)

 

0.95%(B)

 

0.95%(B)

 

0.95%(B)

 

0.95%(B)

 

Ratio of net investment income to average net assets

 

3.56%

 

4.05%

 

4.39%

 

4.61%

 

4.94%

 

Portfolio turnover rate

 

44.85%

 

17.29%

 

23.78%

 

5.74%

 

10.28%

(A) Excludes maximum sales charge of 4.25%.

(B) During the periods indicated above, Integrity Mutual Funds, Inc. or Integrity Money Management assumed/waived expenses of $130,764, $127,695, $52,479, $22,656, and $37,939, respectively. If the expenses had not been assumed/waived, the annualized ratios of total expenses to average net assets would have been 1.15%, 1.10%, 1.01%, 0.97%, and 0.99%, respectively.

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions.

The accompanying notes are an integral part of these financial statements.

Tax Information For The Year Ended July 29, 2005 (Unaudited)

We are required to advise you within 60 days of the Fund's fiscal year-end regarding the federal tax status of distributions received by shareholders during such fiscal year. The distributions made during the fiscal year by the Fund were earned from the following sources:

 

 

 

Dividends and Distributions Per Share

To Shareholders of Record

 

Payment Date

 

From Net Investment Income

 

From Net Realized Short-Term Gains

 

From Net Realized Long-Term Gains

August 31, 2004

 

August 31, 2004

$

.035284

 

-

 

-

September 30, 2004

 

September 30, 2004

$

.029175

 

-

 

-

October 29, 2004

 

October 29, 2004

$

.030511

 

-

 

-

November 30, 2004

 

November 30, 2004

$

.031831

 

-

 

-

December 31, 2004

 

December 31, 2004

$

.031086

 

-

 

-

January 31, 2005

 

January 31, 2005

$

.031203

 

-

 

-

February 28, 2005

 

February 28, 2005

$

.031188

 

-

 

-

March 31, 2005

 

March 31, 2005

$

.031971

 

-

 

-

April 29, 2005

 

April 29, 2005

$

.031642

 

-

 

-

May 31, 2005

 

May 31, 2005

$

.034107

 

-

 

-

June 30, 2005

 

June 30, 2005

$

.033041

 

-

 

-

July 29, 2005

 

July 29, 2005

$

.032265

 

-

 

-

Shareholders should consult their tax advisors.

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Trustees of the Kansas Municipal Fund

We have audited the accompanying statement of assets and liabilities of the Kansas Municipal Fund (one of the portfolios constituting the Integrity Managed Portfolios), including the schedule of investments as of July 29, 2005, the related statement of operations for the year then ended, the statement of changes in net assets for the years ended July 29, 2005 and July 30, 2004, and the financial highlights for the year ended July 29, 2005 and each of the four years in the period ended July 30, 2004. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 29, 2005 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Kansas Municipal Fund of the Integrity Managed Portfolios as of July 29, 2005, the results of its operations for the year then ended, the changes in its net assets for the years ended July 29, 2005 and July 30, 2004, and the financial highlights for the years ended July 29, 2005, July 30, 2004, July 31, 2003, July 31, 2002 and July 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

BRADY, MARTZ & ASSOCIATES, P.C.

Minot, North Dakota USA

September 2, 2005

Maine Municipal Fund

Dear Shareholder:

Enclosed is the annual report of the Maine Municipal Fund (the "Fund") for the year ended July 29, 2005. The Fund's portfolio and related financial statements are presented within for your review.

The central theme of the 1990's economy was its ability to grow without aggravating inflation. Falling interest rate yields, declining unemployment, lack of recessions, a persistently rising stock market and a surplus government budget were a direct outcome of this period. While inflation continued to decline, interest rates moved lower. The Federal Reserve never had to tighten aggressively since inflationary pressures never became overwhelming.

Today, after more than 20 years of growing without a major inflationary episode, the 10-year Treasury bond yield has languished around 4 percent despite two years of solid real GDP growth, a record-setting surge in oil prices, a 75 percent advance in industrial commodity prices and a booming housing market.

This may also explain why the Federal Reserve has proclaimed it can be "patient" and "measured" in its approach to raising rates, despite the fact they have raised the federal funds target rate from a four-decade low of 1% to 3.25% at the end of June.

While rising interest rates are generally troublesome for longer-term fixed income securities, since bond prices decline as rates are expected to rise, longer-term yields have fallen during the period as the 10-year Treasury bond yield ended the period at 4.28% after beginning the period at 4.46%. This "conundrum" as Federal Reserve Chairman Alan Greenspan refers to it, can be attributed to massive Asian and oil producing nations buying dollar denominated assets, i.e. government bonds. These purchases may decline as China recently revalued its currency, "the Yuan". One scenario of this change would reduce China's huge purchases of U.S. dollars and U.S. bonds and, as a result, American interest rates could be forced higher.

Given our concerns that inflationary trends are growing and the Federal Reserve will continue to be accommodative, our strategy is to focus on bonds with higher coupons. The Fund's average coupon as of July 29, 2005 was 5.25%, maintaining a lower average maturity life of 12 years and a short position in U.S. Treasury futures. Although this conservative strategy at times limits the Fund's full participation in market rallies, it preserves principal in market downturns. As of this report, interest rates have moved higher as economic reports continue to show growth in the economy.

The Maine Municipal Fund began the period at $11.10 per share and ended the period at $10.45 per share for a total return of (0.74)% (without sales charge). This compares to the Lehman Brothers Municipal Bond Index's return of 6.36% for the period.

An important part of the Fund's strategy includes searching the primary and secondary markets for high quality, double tax-exempt issues. Credit quality for the period was: AAA 78%, AA 20%, A 1% and BBB 1%. Income exempt from federal and Maine state income taxes with preservation of capital remain the primary objectives of the Fund.

If you would like more frequent updates, visit our website at www.integrityfunds.com for daily prices along with pertinent fund information.

Sincerely,

The Portfolio Management Team

The views expressed are those of Monte Avery, Chief Portfolio Strategist with Integrity Mutual Funds. The views are subject to change at any time in response to changing circumstances in the market and are not intended to predict or guarantee the future performance of any individual security, market sector or the markets generally, or any Integrity Mutual Fund.

Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance.

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

Bond prices and, therefore, the value of bond funds decline as interest rates rise. Because the Fund invests in securities of a single state, the Fund is more susceptible to factors adversely impacting the respective state securities than a municipal bond fund that does not concentrate its securities in a single state.

PROXY VOTING ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-276-1262. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available through Integrity's website at www.integrityfunds.com. This information is also available from the EDGAR database on the Securities and Exchange Commission's ("SEC's") Internet site at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund's second and fourth fiscal quarters on the Form N-CSR(s). The annual and semiannual reports are filed electronically with the SEC and are delivered to the Fund shareholders. The Fund also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q and N-CSR(s) are available on the SEC's website at www.sec.gov. The Fund's Forms N-Q and N-CSR(s) may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and the information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. You may also access this information from Integrity's website at www.integrityfunds.com.

Terms & Definitions July 29, 2005 (Unaudited)

Appreciation

Increase in value of an asset.

Average Annual Total Return

A standardized measurement of the return (yield and appreciation) earned by the fund on an annual basis, assuming all distributions are reinvested.

Coupon Rate or Face Rate

The rate of interest payable annually, based on the face amount of the bond; expressed as a percentage.

Depreciation

Decrease in value of an asset.

Lehman Brothers Municipal Bond Index

An unmanaged list of long-term, fixed-rate, investment-grade, tax-exempt bonds representative of the municipal bond market. The index does not take into account brokerage commissions or other costs, may include bonds different from those in the fund, and may pose different risks than the fund.

Market Value

Actual (or estimated) price at which a bond trades in the market place.

Maturity

A measure of the term or life of a bond in years. When a bond "matures," the issuer repays the principal.

Net Asset Value (NAV)

The value of all your fund's assets, minus any liabilities, divided by the number of outstanding shares, not including any initial sales charge.

Quality Ratings

A designation assigned by independent rating companies to give a relative indication of a bond's credit worthiness. "AAA," "AA," "A," and "BBB" indicate investment grade securities. Ratings can range from a high of "AAA" to a low of "D".

Total Return

Measures both the net investment income and any realized and unrealized appreciation or depreciation of the underlying investments in the fund's portfolio for the period, assuming the reinvestment of all dividends. It represents the aggregate percentage or dollar value change over the period.

July 29, 2005 (Unaudited)

PERFORMANCE AND COMPOSITION

PORTFOLIO QUALITY RATINGS

(Based on Total Long-Term Investments)

AAA

78.5%

AA

20.0%

A

1.0%

BBB

0.5%

Quality ratings reflect the financial strength of the issuer. They are assigned by independent rating services such as Moody's Investors Services and Standard & Poor's. Non-rated bonds have been determined to be of appropriate quality for the portfolio by Integrity Money Management, Inc. ("Integrity Money Management" or "Adviser"), the investment adviser.

These percentages are subject to change.

PORTFOLIO MARKET SECTORS

(As a % of Net Assets)

T-Transportation

25.1%

G-Government

22.8%

I-Industrial

15.9%

O-Other

12.3%

S-School

8.2%

HC-Health Care

7.8%

U-Utilities

5.1%

W/S-Water/Sewer

2.8%

Market sectors are breakdowns of the Fund's portfolio holdings into specific investment classes.

These percentages are subject to change.

July 29, 2005 (Unaudited)

DISCLOSURE OF FUND EXPENSES

The Example below is intended to describe the fees and expenses borne by shareholders and the impact of those costs on your investment.

EXAMPLE

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), redemption fees and exchange fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 2, 2004 to July 29, 2005.

The example illustrates your fund's costs in two ways:

Actual expenses

The section in the table under the heading "Actual" provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate column for your share class, in the column entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The section in the table under the heading "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the section in the table under the heading "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Beginning Account Value 08/02/04

Ending Account Value 07/29/05

Expenses Paid During Period*

Actual

 

 

 

Class A

$1,000.00

$992.60

$9.66

Hypothetical (5% return before expenses)

 

 

 

Class A

$1,000.00

$1,040.30

$9.90

* Expenses are equal to the annualized expense ratio of 0.97%, multiplied by the average account value over the period. The Fund's ending account value on the first line in the table is based on its actual total return of (0.74%) for the period of August 2, 2004, to July 29, 2005.

July 29, 2005 (Unaudited)

AVERAGE ANNUAL TOTAL RETURNS

 

For periods ending July 29, 2005

 

 

 

 

Since Inception (December 5, 1991)

Maine Municipal Fund

1 year

5 year

10 year

Without sales charge

(0.74)%

3.67%

4.28%

5.09%

With sales charge (4.25%)

(4.94)%

2.76%

3.83%

4.76%

 

 

 

 

 

Since Inception (December 5, 1991)

Lehman Brothers Municipal Bond Index

1 year

5 year

10 year

 

6.36%

6.48%

6.23%

6.61%

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemption of Fund shares.

The Fund's performance prior to December 19, 2003, was achieved while the Fund was managed by another investment adviser, who used different investment strategies and techniques, which may produce different investment results than those achieved by the current investment adviser. The Forum Investment Advisors, LLC, served as investment adviser to the Fund until December 19, 2003.

July 29, 2005 (Unaudited)

COMPARATIVE INDEX GRAPH (INSERT HERE)

Comparison of change in value of a $10,000 investment in the Maine Municipal Fund and the Lehman Brothers Municipal Bond Index

 

Maine Municipal Fund w/o Sales Charge

Maine Municipal Fund w/ Max Sales Charge

Lehman Brothers Municipal Bond Index

 

12/05/91

$10,000

$9,575

$10,000

1992

$10,907

$10,448

$10,954

1993

$11,731

$11,237

$11,921

1994

$12,025

$11,518

$12,144

1995

$12,948

$12,402

$13,101

1996

$13,629

$13,055

$13,965

1997

$14,717

$14,097

$15,399

1998

$15,429

$14,779

$16,321

1999

$15,841

$15,174

$16,791

2000

$16,445

$15,752

$17,515

2001

$17,750

$17,002

$19,283

2002

$18,667

$17,881

$20,577

2003

$19,084

$18,279

$21,316

2004

$19,838

$19,002

$22,549

2005

$19,691

$18,861

$23,984

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The graph does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemptions of Fund shares.

The graph comparing your Fund's performance to a benchmark index provides you with a general sense of how your Fund performed. To put this information in context, it may be helpful to understand the special differences between the two. The Lehman Brothers index is a national index representative of the national municipal bond market, whereas the Fund concentrates its investments in Maine municipal bonds. Your Fund's total return for the period shown appears with and without sales charges and includes Fund expenses and management fees. A securities index measures the performance of a theoretical portfolio. Unlike a fund, the index is unmanaged; there are no expenses that affect the results. In addition, few investors could purchase all of the securities necessary to match the index. And, if they could, they would incur transaction costs and other expenses. All Fund and benchmark returns include reinvested dividends.

July 29, 2005 (Unaudited)

MANAGEMENT OF THE FUND

The Board of Integrity Managed Portfolios consists of four Trustees. These same individuals, unless otherwise noted, also serve as Directors or Trustees for all of the funds in the Integrity family of funds, the six series of Integrity Managed Portfolios and the eight series of The Integrity Funds. Three Trustees (75% of the total) have no affiliation or business connection with the Investment Adviser or any of its affiliates. These are the "Independent" Trustees. Two of the remaining three Trustees and/or executive officers are "interested" by virtue of their affiliation with the Investment Adviser and its affiliates.

The Independent Trustees of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Independent Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INDEPENDENT TRUSTEES

NAME, ADDRESS AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGTH SERVED

PRINCIPAL OCCUPATION(S) FOR THE LAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

Lynn W. Aas
904 27th St NW
Minot, ND 58703
84

Trustee

Since January 1996

Retired; Attorney; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since September 2003); and Director, First Western Bank & Trust (until May 2002).

17

None

Orlin W. Backes
15 2nd Ave., SW - Ste. 305
Minot, ND 58701

70

Trustee

Since January 1996

Attorney, McGee, Hankla, Backes & Dobrovolny, P.C.; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since May 2003); and Director, First Western Bank & Trust.

17

Director, First Western Bank & Trust

R. James Maxson
Town & Country Center, 1015 S. Broadway Suite 15
Minot, ND 58701
57

Trustee

Since January 1999

Attorney, Maxson Law Office (since November 2002), Attorney, McGee, Hankla, Backes & Dobrovolny, P.C. (April 2000 to November 2002); Attorney, Farhart, Lian and Maxson, P.C. (March 1976 to March 2000); Director, South Dakota Tax-Free Fund, Inc. (January 1999 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (January 1999 to June 2003) ND Tax-Free Fund, Inc. (since January 1999), Montana Tax-Free Fund, Inc. (since January 1999), and Integrity Fund of Funds, Inc. (since January 1999), and Trustee, The Integrity Funds (since May 2003).

17

None

*The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

The Interested Trustees and executive officers of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Interested Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS

NAME, ADDRESS AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGTH SERVED

PRINCIPAL OCCUPATION(S) FOR THE LAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

**Robert E. Walstad
1 N Main St
Minot, ND 58703
60

Trustee, Chairman, and President

Since January 1996

Director (since September 1987), President (September 1987 to October 2001) (September 2002 to May 2003), Integrity Mutual Funds, Inc.; Director, President and Treasurer, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc.; Director, President (since inception) and Treasurer (until May 2004), South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., Integrity Fund of Funds, Inc.; Trustee, Chairman and President (since May 2003) and Treasurer (May 2003 to May 2004), The Integrity Funds; Director, President and Treasurer (until August 2003), Integrity Funds Distributor, Inc.; Director (October 1999 to June 2003), President (October 1999 to October 2001), Magic Internet Services, Inc.; Director (May 2000 to June 2003), President (May 2000 to November 2001) (October 2002 to June 2003), ARM Securities Corporation; and Director, CEO, Chairman (since January 2002), President (September 2002 to December 2004), Capital Financial Services, Inc.

17

Director, Capital Financial Services, Inc.

**Peter A. Quist
1 N Main St
Minot, ND 58703
71

Vice President and Secretary

Since January 1996

Attorney; Director and Vice President, Integrity Mutual Funds, Inc.; Director, Vice President and Secretary, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc., South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc., Integrity Funds Distributor, Inc.; Vice President and Secretary, The Integrity Funds (since May 2003); and Director, ARM Securities Corporation (May 2000 to June 2003).

3

None

Brent M. Wheeler
1 N Main St
Minot, ND 58703
34

Treasurer

Since May 2004

Fund Accounting Manager, Integrity Fund Services, Inc.; Treasurer (since May 2004), The Integrity Funds and Integrity Mutual Funds.

NA

Minot State University Alumni Association

* The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

** Trustees and/or officers who are "interested persons" of the Funds as defined in the Investment Company Act of 1940. Messrs. Quist and Walstad are interested persons by virtue of being officers and Directors of the Fund's Investment Adviser and Principal Underwriter.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

Schedule of Investments July 29, 2005

Name of Issuer

Percentages represent the market value of each investment category to total net assets

Rating (Unaudited) Moody's/S&P

Coupon Rate

Maturity

 

Principal Amount

 

Market Value

 

 

 

 

 

 

 

 

MAINE MUNICIPAL BONDS (63.3%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bangor, ME

Aa-3/AA-

3.750%

04/01/2006

$

100,000

$

101,141

Bar Harbor, ME

A-1/AA-

6.450

06/01/2009

 

75,000

 

84,398

Bath, ME

A/A+

7.400

12/01/2006

 

15,000

 

15,908

Bath, ME

A/A+

7.450

12/01/2007

 

30,000

 

33,049

Bath, ME

A/A+

7.500

12/01/2008

 

20,000

 

22,927

Bath, ME MBIA

Aaa/AAA

5.625

03/01/2009

 

25,000

 

25,338

Brewer, ME

A/A

6.200

01/01/2006

 

50,000

 

50,625

Brunswick, ME Tax Increment (BTI Project)

Aa-3/AA

5.500

11/01/2008

 

50,000

 

51,456

Bucksport, ME

NR/A-

7.150

04/01/2007

 

25,000

 

26,603

Ellsworth, ME

A/NR

7.200

07/01/2008

 

25,000

 

27,919

Freeport, ME

Aa-3/AA

7.250

09/01/2010

 

20,000

 

23,841

Gorham, ME Unlimited Tax G.O. MBIA

Aaa/NR

4.200

02/01/2022

 

155,000

 

153,493

Gorham, ME Unlimited Tax G.O. MBIA

Aaa/NR

4.300

02/01/2023

 

155,000

 

155,609

Gorham, ME Unlimited Tax G.O. MBIA

Aaa/NR

4.350

02/01/2024

 

155,000

 

155,728

Houlton, ME Water District MBIA

Aaa/NR

4.600

05/01/2014

 

100,000

 

103,367

Kennebec, ME Regl. Dev.

Baa-1/NR

5.500

08/01/2014

 

75,000

 

81,230

#Kennebec, ME Water District FSA

Aaa/NR

5.125

12/01/2021

 

500,000

 

524,780

Kennebunk, ME Sewer District

A/NR

7.100

01/01/2006

 

15,000

 

15,362

Kittery, ME

A/AA

5.200

01/01/2009

 

25,000

 

26,227

Lewiston, Maine G.O. FSA

Aaa/NR

5.000

04/01/2022

 

500,000

 

530,970

Lewiston, Maine G.O. FSA

Aaa/NR

5.000

04/01/2024

 

250,000

 

265,595

Maine Governmental Facs. Lease Rev FSA

Aaa/AAA

5.750

10/01/2007

 

250,000

 

264,935

Maine Governmental Facs. Auth Lease MBIA

Aaa/AAA

5.375

10/01/2016

 

250,000

 

274,600

Maine Health & Higher Educ. Facs. Auth. (Bates College) FSA

Aaa/AAA

5.250

07/01/2011

 

25,000

 

26,112

*Maine Health & Higher Educ. Facs. Auth. (Blue Hill Mem. Hosp) FSA

Aaa/AAA

5.250

07/01/2010

 

550,000

 

581,696

Maine Health & Higher Educ. Facs. Auth. FSA

Aaa/AAA

5.600

07/01/2007

 

175,000

 

175,343

Maine Health & Higher Educ. Facs. Auth. (Univ. New England & Cedars Nur) FSA

Aaa/AAA

5.550

07/01/2008

 

150,000

 

149,214

Maine Health & Higher Educ. Facs. Auth.

Aaa/A+

6.000

10/01/2013

 

195,000

 

224,123

Maine Health & Higher Educ. Facs. Auth. FSA

Aaa/AAA

5.000

11/15/2013

 

35,000

 

35,350

#Maine Health & Higher Educ. Facs. Auth. Rev. FSA

Aaa/AAA

5.300

07/01/2007

 

220,000

 

221,432

Maine Health & Higher Educ. Facs. Auth. Rev. AMBAC

Aaa/AAA

7.300

05/01/2014

 

5,000

 

5,012

Maine Health & Higher Educ. Auth. (Maine Maritime Academy) MBIA

Aaa/NR

5.000

07/01/2025

 

340,000

 

359,186

Maine Finance Auth. Rev. (Electric Rate Stabilization) FSA

Aaa/AAA

4.500

07/01/2008

 

25,000

 

26,116

Maine Municipal Bond Bank MBIA

Aaa/AAA

4.200

11/01/2006

 

260,000

 

264,714

*Maine Municipal Bond Bank MBIA

Aaa/AAA

5.625

11/01/2016

 

1,000,000

 

1,110,560

Maine Municipal Bond Bank AMBAC

Aaa/AAA

5.700

11/01/2011

 

90,000

 

92,997

Maine Municipal Bond Bank (Sewer & Water) Rev.

Aaa/AAA

4.900

11/01/2024

 

100,000

 

104,906

Maine State (Highway)

Aa-3/AA-

5.000

06/15/2011

 

200,000

 

218,618

Maine State Turnpike Auth. MBIA

Aaa/AAA

4.625

07/01/2010

 

100,000

 

104,241

Maine State Turnpike Auth. Rev. FGIC

Aaa/AAA

5.300

07/01/2012

 

100,000

 

105,747

Maine State Turnpike Auth. MBIA

Aaa/AAA

5.250

07/01/2010

 

75,000

 

80,728

*Maine State Turnpike Auth. Rev. FGIC

Aaa/AAA

5.750

07/01/2028

 

750,000

 

841,327

Maine Vets Homes ME Rev.

NR/BBB

6.800

10/01/2005

 

165,000

 

166,363

Portland, ME

Aa-1/AA

5.000

09/01/2013

 

60,000

 

65,023

#Portland, ME

Aa-1/AA

5.300

06/01/2013

 

790,000

 

793,468

Portland, ME (City Hospital)

Aa-1/AA

12.600

11/01/2005

 

50,000

 

51,464

Portland, ME

Aa-1/AA+

7.250

12/01/2005

 

100,000

 

102,159

Portland, ME Airport Rev. FSA

Aaa/AAA

5.000

07/01/2032

 

750,000

 

779,033

Scarborough, ME G.O. FIC

Aaa/AAA

4.250

11/01/2014

 

435,000

 

455,040

Scarborough, ME G.O. MBIA

Aaa/AAA

4.400

11/01/2030

 

250,000

 

249,490

Scarborough, ME G.O. MBIA

Aaa/AAA

4.400

11/01/2031

 

250,000

 

249,160

Scarborough, ME G.O. MBIA

Aaa/AAA

4.400

11/01/2032

 

480,000

 

477,725

#Skowhegan, ME Pollution Ctl. Rev. (Scott Paper Co. Prj.)

Aa/AA-

5.900

11/01/2013

 

1,465,000

 

1,483,313

South Portland, ME

Aa-1/NR

5.800

09/01/2008

 

150,000

 

163,244

South Portland, ME

Aa-1/NR

5.800

09/01/2011

 

40,000

 

45,481

University of Maine System Rev. AMBAC

Aaa/AAA

4.500

03/01/2007

 

50,000

 

51,281

University of Maine System Rev. MBIA

Aaa/AAA

4.250

03/01/2025

 

950,000

 

943,056

Westbrook, ME MBIA

Aaa/AAA

4.600

06/01/2007

 

240,000

 

247,874

Westbrook, ME G.O. FGIC

Aaa/AAA

3.750

10/15/2005

 

45,000

 

45,280

Westbrook, ME G.O. FGIC

Aaa/AAA

4.250

10/15/2020

 

180,000

 

181,856

Windham, ME General Obligation AMBAC

Aaa/AAA

4.000

11/01/2014

 

415,000

 

422,441

Winslow, ME (Crowe Rope Inds.) MBIA

Aaa/AAA

5.500

03/01/2007

 

130,000

 

135,047

Winthrop, ME

A-3/NR

5.200

08/01/2005

 

25,000

 

25,000

Winthrop, ME

A-3/NR

5.300

08/01/2006

 

25,000

 

25,638

Winthrop, ME

A-3/NR

5.400

08/01/2007

 

25,000

 

26,194

Yarmouth, ME AMBAC

Aaa/NR

5.250

11/15/2009

 

250,000

 

273,560

Yarmouth, ME

Aa-3/AA-

5.000

11/15/2019

 

500,000

 

539,240

York, ME G.O.

NR/AA

4.000

09/01/2010

 

75,000

 

77,914

Total Maine Municipal Bonds

 

 

 

 

 

$

15,817,867

 

 

 

 

 

 

 

 

GUAM MUNICIPAL BONDS (0.1%)

 

 

 

 

 

 

 

Guam Hsg. Corp. Single Family Mtg.

NR/AAA

5.750

09/01/2031

 

10,000

$

11,264

Total Guam Municipal Bonds

 

 

 

 

 

$

11,264

 

 

 

 

 

 

 

 

PUERTO RICO MUNICIPAL BONDS (21.1%)

 

 

 

 

 

 

 

Puerto Rico Commonwealth Highway and Trans. Rev. MBIA

Aaa/AAA

5.500

07/01/2036

 

750,000

$

852,622

#Puerto Rico Public Building Auth Rev. AMDAX

Aaa/AAA

5.500

07/01/2018

 

1,000,000

 

1,157,100

Puerto Rico Public Finance Corp. Commonwealth Appropriations AMBAC

Aaa/AAA

5.375

06/01/2018

 

1,960,000

 

2,251,080

*University of Puerto Rico Univ. Revs. MBIA

Aaa/AAA

5.500

06/01/2015

 

1,000,000

 

1,017,500

Total Puerto Rico Municipal Bonds

 

 

 

 

 

$

5,278,302

 

 

 

 

 

 

 

 

VIRGIN ISLANDS MUNICIPAL BONDS (7.5%)

 

 

 

 

 

 

 

Virgin Islands Hsg. Finance Auth. Single Family Rev. GNMA COLL

NR/AAA

6.000

03/01/2007

 

35,000

$

35,507

Virgin Islands Public Finance Auth. Rev. RADIAN - IBCC

NR/AA

5.500

10/01/2022

 

720,000

 

769,536

Virgin Islands Water & Power Auth. Elec. Syst. Rev. ACA/MBIA

Aaa/AAA

5.300

07/01/2021

 

1,000,000

 

1,056,060

Total Virgin Islands Municipal Bonds

 

 

 

 

 

$

1,861,103

 

 

 

 

 

 

 

TOTAL MUNICIPAL BONDS (COST: $22,162,582)

 

 

 

 

$

22,968,536

 

 

 

 

 

 

 

SHORT-TERM SECURITIES (5.9%)

 

 

 

Shares

 

 

Wells Fargo Advantage National Tax-Free Money Market

 

 

 

849,000

$

849,000

Goldman Sachs Financial Square Money Market

 

 

 

633,862

 

633,862

TOTAL SHORT-TERM SECURITIES (COST: $1,482,862)

 

 

 

 

$

1,482,862

 

 

 

 

 

 

 

TOTAL INVESTMENTS IN SECURITIES (COST: $23,645,444)

 

 

 

 

$

24,451,398

OTHER ASSETS LESS LIABILITIES

 

 

 

 

 

523,834

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 

$

24,975,232

*Indicates bonds are segregated by the custodian to cover when-issued or delayed-delivery purchases.

#Indicates bonds are segregated by the custodian to cover initial margin requirements.

Non-rated (NR) securities in the Fund were investment grade when purchased.

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Assets and Liabilities July 29, 2005

ASSETS

 

 

 

Investment in securities, at value (cost: $23,645,444)

$

24,451,398

 

Accrued interest receivable

 

231,923

 

Accrued dividends receivable

 

2,348

 

Variation margin on futures

 

446,219

 

Prepaid expenses

 

5,750

 

 

 

 

Total Assets

$

25,137,638

 

 

 

LIABILITIES

 

 

 

Disbursement in excess of demand deposit cash

$

10,000

 

Dividends payable

 

65,970

 

Accrued expenses

 

38,476

 

Payable for fund shares redeemed

 

47,960

 

 

 

 

Total Liabilities

$

162,406

 

 

 

 

 

 

NET ASSETS

$

24,975,232

 

 

 

 

 

 

Net assets are represented by:

 

 

 

Paid-in capital

$

25,306,679

 

Accumulated undistributed net realized gain (loss) on investments and futures

 

(1,362,807)

 

Accumulated undistributed net investment income

 

8,509

 

Unrealized appreciation on investments

 

805,954

 

Unrealized apprepreciation of futures

 

216,897

 

Total amount representing net assets applicable to 2,390,215 outstanding shares of no par common stock (unlimited shares authorized)

$

24,975,232

 

 

 

Net asset value per share

$

10.45

 

 

 

Public offering price (based on sales charge of 4.25%)

$

10.91

The accompanying notes are an integral part of these financial statements.

Statement of Operations For the year ended July 29, 2005

INVESTMENT INCOME

 

 

 

Interest

$

1,196,884

 

Dividends

 

20,670

 

Total Investment Income

$

1,217,554

 

 

 

EXPENSES

 

 

 

Investment advisory fees

$

143,551

 

Distribution (12b-1) fees

 

71,775

 

Administrative service fees

 

28,710

 

Transfer agent fees

 

39,559

 

Transfer agent out-of-pockets

 

3,415

 

Accounting service fees

 

38,288

 

Reports to shareholders

 

4,093

 

Custodian fees

 

6,764

 

Professional fees

 

9,365

 

Trustees fees

 

2,780

 

Registration and filing fees

 

4,207

 

Legal fees

 

8,936

 

Audit fees

 

4,987

 

Total Expenses

$

366,430

 

Less expenses waived or absorbed by the Fund's manager

 

(86,089)

 

Total Net Expenses

$

280,341

 

 

 

NET INVESTMENT INCOME

$

937,213

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES

 

 

 

Net realized gain (loss) from:

 

 

 

Investment transactions

$

226,924

 

Futures transactions

 

(2,005,814)

 

Net change in unrealized appreciation (depreciation) of:

 

 

 

Investments

 

15,856

 

Futures

 

632,980

 

Net Realized and Unrealized Gain (Loss) On Investments and Futures

$

(1,130,054)

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

(192,841)

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Changes in Net Assets

For the year ended July 29, 2005, and the four-month period ended July 30, 2004

 

 

For the Year Ended July 29, 2005

 

For the Four Month Period Ended July 30, 2004

 

 

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

 

 

 

 

 

Net investment income

$

937,213

$

374,781

 

Net realized gain (loss) on investment and futures transactions

 

(1,778,890)

 

1,049,106

 

Net change in unrealized appreciation (depreciation) on investments and futures

 

648,836

 

(1,333,944)

 

Net Increase (Decrease) in Net Assets Resulting From Operations

$

(192,841)

$

89,943

 

 

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

 

 

 

 

 

Dividends from net investment income ($.35 and $.13 per share, respectively)

$

(931,874)

$

(373,109)

 

Distributions from net realized gain on investment and futures transactions ($.22 and $.00 per share, respectively)

 

(603,548)

 

0

 

Total Dividends and Distributions

$

(1,535,422)

$

(373,109)

 

 

 

 

 

CAPITAL SHARE TRANSACTIONS

 

 

 

 

 

Proceeds from sale of shares

$

1,802,597

$

1,230,201

 

Proceeds from reinvested dividends

 

891,500

 

204,246

 

Cost of shares redeemed

 

(7,673,523)

 

(2,737,885)

 

Net Increase (Decrease) in Net Assets Resulting From Capital Share Transactions

$

(4,979,426)

$

(1,303,438)

 

 

 

 

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

$

(6,707,689)

$

(1,586,604)

 

 

 

 

 

NET ASSETS, BEGINNING OF PERIOD

 

31,682,921

 

33,269,525

 

 

 

 

 

NET ASSETS, END OF PERIOD

$

24,975,232

$

31,682,921

The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements July 29, 2005

Note 1. ORGANIZATION

Business operations - The Maine Municipal Fund (the "Fund") is an investment portfolio of Integrity Managed Portfolios (the "Trust") registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Trust may offer multiple portfolios; currently six portfolios are offered. Integrity Managed Portfolios is an unincorporated business trust organized under Massachusetts law on August 10, 1990. The investment objective of the Fund is to provide its shareholders with as high a level of current income exempt from both federal and Maine income tax as is consistent with preservation of capital. The Fund will seek to achieve this objective by investing primarily in a portfolio of Maine municipal securities.

On December 19, 2003, the Maine Municipal Fund became a series of Integrity Managed Portfolios. Prior to this the Fund was part of the Forum Funds and was named the Maine TaxSaver Bond Fund. The Maine TaxSaver Bond Fund commenced operations on December 5, 1991. The Forum Funds is a Delaware business trust that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended.

Shares of the Fund are offered at net asset value plus a maximum sales charge of 4.25% of the offering price.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment security valuation - Securities for which quotations are not readily available (which will constitute a majority of the securities held by the Fund) are valued using a matrix system at fair value as determined by Integrity Money Management. The matrix system has been developed based on procedures approved by the Board of Trustees which include consideration of the following: yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, and indications as to value from dealers and general market conditions. Because the market value of securities can only be established by agreement between parties in a sales transaction, and because of the uncertainty inherent in the valuation process, the fair values as determined may differ from the values that would have been used had a ready market for the securities existed. The Fund follows industry practice and records security transactions on the trade date.

The Fund concentrates its investments in a single state. This concentration may result in the Fund investing a relatively high percentage of its assets in a limited number of issuers.

When-issued securities - The Fund may purchase securities on a when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the securities purchased on a when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Contingent Deferred Sales Charge ("CDSC") - In the case of investments of $1 million or more, a 1.00% CDSC may be assessed on shares redeemed within 12 months of purchase (excluding shares purchased with reinvested dividends and/or distributions).

Federal and state income taxes - The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its net investment income and any net realized gain on investments to its shareholders. Therefore, no provision for income taxes is required.

The tax character of distributions paid was as follows:

 

 

July 29, 2005

 

July 30, 2004

Tax-exempt income

$

931,874

$

373,109

Ordinary income

 

166,154

 

0

Long-term capital gains

 

437,394

 

0

 

Total

$

1,535,422

$

373,109

As of July 29, 2005, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed Ordinary Income

Undistributed Long-Term Capital Gains

Accumulated Earnings

Accumulated Capital and Other Losses

Unrealized Appreciation/

(Depreciation)

Total Accumulated Earnings/(Deficit)

$0

$0

$0

($1,145,912)

$814,463

($331,448)

The Fund has unexpired capital loss carryforwards for tax purposes as of July 29, 2005, totaling $753,178 which may be used to offset capital gains. The capital loss carryforward amounts will expire in each of the years ended July 31 as shown in the table below.

Year

 

Unexpired Capital Losses

2013

$

753,178

For the year ended July 29, 2005, the Fund made no permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to expiring capital loss carryforwards.

Net capital losses incurred after October 31, and within the tax year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended July 29, 2005, the Fund deferred to August 1, 2005, post October capital losses, post October currency losses and post October passive foreign investment company losses of $392,734.

Distributions to shareholders - Dividends from net investment income, declared daily and paid monthly, are reinvested in additional shares of the Fund at net asset value or paid in cash. Capital gains, when available, are distributed at least annually.

Premiums and discounts - Premiums and discounts on municipal securities are amortized for financial reporting purposes.

Other - Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with federal income tax regulations and may differ from net investment income and realized gains determined in accordance with accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatment for market discount, capital loss carryforwards and losses due to wash sales and futures transactions.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary book and tax basis differences will reverse in a subsequent period.

Futures contracts - The Fund may purchase and sell financial futures contracts to hedge against changes in the values of tax-exempt municipal securities the Fund owns or expects to purchase.

A futures contract is an agreement between two parties to buy or sell units of a particular index or a certain amount of U.S. government or municipal securities at a set price on a future date. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirement of the futures exchange on which the contract is traded. Subsequent payments ("variation margin") are made or received by the Fund, dependent on the fluctuations in the value of the underlying index. Daily fluctuations in value are recorded for financial reporting purposes as unrealized gains or losses by the Fund. When entering into a closing transaction, the Fund will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contracts sold and the futures contracts to buy. Unrealized appreciation (depreciation) related to open futures contracts is required to be treated as a realized gain (loss) for Federal income tax purposes.

Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Schedule of Investments. The Statement of Assets and Liabilities reflects a receivable or payable for the daily mark to market for variation margin.

Certain risks may arise upon entering into futures contracts. These risks may include changes in the value of the futures contracts that may not directly correlate with changes in the value of the underlying securities.

At July 29, 2005, the Fund had outstanding futures contracts to sell debt securities as follows:

Contracts to Sell

Expiration Date

Number of Futures Contracts

Valuation as of July 29, 2005

Unrealized Appreciation (Depreciation)

U.S. Treasury Bonds

09/2005

109

$446,219

$216,897

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3. CAPITAL SHARE TRANSACTIONS

As of July 29, 2005, there were unlimited shares of no par authorized; 2,390,215 and 2,855,243 shares were outstanding at July 29, 2005, and July 30, 2004, respectively.

Transactions in capital shares were as follows:

 

Shares

 

For The Year Ended July 29, 2005

For The Four Month Period Ended July 30, 2004

 

 

Shares sold

164,667

110,712

Shares issued on reinvestment of dividends

82,708

18,349

Shares redeemed

(712,403)

(245,899)

Net increase (decrease)

(465,028)

(116,838)

Note 4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Integrity Money Management, the Fund's investment adviser; Integrity Funds Distributor, the Fund's underwriter; and Integrity Fund Services, the Fund's transfer, accounting and administrative services agent, are subsidiaries of Integrity Mutual Funds, Inc.

The Fund has engaged Integrity Money Management to provide investment advisory and management services to the Fund. The Investment Advisory Agreement provides for fees to be computed at an annual rate of 0.50% of the Fund's average daily net assets. The Fund has recognized $57,462 of investment advisory fees after partial waiver for the year ended July 29, 2005. The Fund has a payable to Integrity Money Management of $4,657 at July 29, 2005, for investment advisory fees. Certain officers and trustees of the Fund are also officers and directors of the investment adviser.

Under the terms of the advisory agreement, the investment adviser has agreed to pay all the expenses of the Fund (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 adviser. Accordingly, after fee waivers and expense reimbursements, the Fund's actual total annual operating expenses were 0.97% for the year ended July 29, 2005.

Principal Underwriter and Shareholder Services

The Fund pays an annual service fee to Integrity Funds Distributor, its principal underwriter, for certain expenses incurred by Integrity Funds Distributor in connection with the distribution of the Fund's shares. The annual fee paid to Integrity Funds Distributor is calculated daily and paid monthly by the Fund at the annual rate of 0.25% of the average daily net assets of the Fund. The Fund has recognized $71,775 of service fee expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Funds Distributor of $5,059 at July 29, 2005, for service fees.

Integrity Fund Services provides shareholder services for a fee that varies according to the size of the Fund and is reimbursed for out-of-pocket expenses. An additional fee with a minimum $500 per month is charged for each additional share class. The Fund has recognized $39,559 of transfer agency fees and expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $2,871 at July 29, 2005, for transfer agency fees. Integrity Fund Services also acts as the Fund's accounting services agent for a monthly fee equal to the sum of a fixed fee of $2,000, and a variable fee equal to 0.05% of the Fund's average daily net assets on an annual basis for the Fund's first $50 million and at a lower rate on the average daily net assets in excess of $50 million, together with reimbursement of out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $38,288 of accounting service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $2,945 at July 29, 2005, for accounting service fees. Integrity Fund Services also acts as administrator for the Fund. The Fund pays to Integrity Fund Services a monthly fee calculated at the rate of 0.10% of average daily net assets with a minimum of $1,500 per month plus out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $28,710 of administrative service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $2,024 at July 29, 2005, for administrative service fees.

Note 5. INVESTMENT SECURITY TRANSACTIONS

The cost of purchases and proceeds from sales of investment securities (excluding short-term securities) aggregated $1,301,731 and $6,648,342, respectively, for the year ended July 29, 2005.

Note 6. INVESTMENT IN SECURITIES

At July 29, 2005, the aggregate cost of securities for federal income tax purposes was substantially the same for financial reporting purposes at $23,645,444. The net unrealized appreciation of investments based on the cost was $805,954, which is comprised of $890,192 aggregate gross unrealized appreciation and $84,238 aggregate gross unrealized depreciation.

Financial Highlights

Selected per share data and ratios for the period indicated

 

 

For the Year Ended July 29, 2005

 

For The Four Month Period Ended July 30, 2004

 

For The Year Ended March 31, 2004

 

For The Year Ended March 31, 2003

 

For The Year Ended March 31, 2002

 

For The Year Ended March 31, 2001

 

For The Year Ended March 31, 2000

NET ASSET VALUE, BEGINNING OF PERIOD

$

11.10

$

11.19

$

11.35

$

10.97

$

11.06

$

10.62

$

11.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

$

.35

$

.13

$

.39

$

.39

$

.42

$

.46

$

.48

 

Net realized and unrealized gain (loss) on investment and futures transactions

 

(.43)

 

(.09)

 

(.10)

 

.38

 

(.09)

 

.44

 

(.44)

 

Total Income (Loss) From Investment Operations

$

(.08)

$

.04

$

.29

$

.77

$

.33

$

.90

$

.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends from net investment income

$

(.35)

$

(.13)

$

(.39)

$

(.39)

$

(.42)

$

(.46)

$

(.48)

 

Distributions from net capital gains

 

(.22)

 

.00

 

(.06)

 

.00

 

.00

 

.00

 

(.01)

 

Total Distributions

$

(.57)

$

(.13)

$

(.45)

$

(.39)

$

(.42)

$

(.46)

$

(.49)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET ASSET VALUE, END OF PERIOD

$

10.45

$

11.10

$

11.19

$

11.35

$

10.97

$

11.06

$

10.62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

(0.74%)(A)

 

1.23%(A)(C)

 

2.56%(A)

 

7.16%(A)

 

3.06%(A)

 

8.69%(A)

 

0.43%(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS/SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period (in thousands)

$

24,975

$

31,683

$

33,270

$

37,847

$

38,033

$

33,422

$

31,938

 

Ratio of net expenses (after expense assumption) to average net assets

 

0.97%(B)

 

0.95%(B)(C)

 

0.95%(B)

 

0.95%(B)

 

0.95%(B)

 

0.84%(B)

 

0.60%(B)

 

Ratio of net investment income to average net assets

 

3.24%

 

3.49%(C)

 

3.44%

 

3.49%

 

3.82%

 

4.28%

 

4.50%

 

Portfolio turnover rate

 

4.87%

 

1.92%

 

34.40%

 

26.00%

 

13.00%

 

19.00%

 

23.00%

(A) Excludes maximum sales charge of 4.25%.

(B) During the periods since March 31, 2004, Integrity Mutual Funds, Inc. assumed/waived expenses of $86,089 and $29,051. If the expenses had not been assumed/waived, the annualized ratio of total expenses to average net assets would have been 1.27% and 1.22%. For the period 4/1/2003 through 12/19/2003, Forum Administrative Services assumed/waived expenses of $64,658. For the period from 12/20/2003 through 3/31/2004, Integrity Money Management assumed/waived expenses of $22,736. If the expenses had not been assumed/waived, the annualized ratio of total expenses to average net assets for the year would have been 1.20%. In prior years, Forum Administrative Services, Forum Investment Advisors, Forum Shareholder Services, and Forum Accounting Services assumed/waived expenses of $104,969 (2003), $133,718 (2002), $169,656 (2001), and $230,659 (2000). If the expenses had not been assumed/waived, the annualized ratio of total expenses to average net assets would have been 1.22%, 1.32%, 1.37%, and 1.31%, respectively.

(C) Ratio is annualized.

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions.

The accompanying notes are an integral part of these financial statements.

Tax Information For The Year Ended July 29, 2005 (Unaudited)

We are required to advise you within 60 days of the Fund's fiscal year-end regarding the federal tax status of distributions received by shareholders during such fiscal year. The distributions made during the fiscal year by the Fund were earned from the following sources:

 

 

 

Dividends and Distributions Per Share

To Shareholders of Record

 

Payment Date

 

From Net Investment Income

 

From Net Realized Short-Term Gains

 

From Net Realized Long-Term Gains

August 29, 2004

 

August 29, 2004

$

0.029921

 

-

 

-

September 30, 2004

 

September 30, 2004

$

0.029576

 

-

 

-

October 31, 2004

 

October 31, 2004

$

0.025920

 

-

 

-

November 28, 2004

 

November 28, 2004

$

0.031219

 

-

 

-

December 30, 2004

 

December 30, 2004

$

-

$

.061038

$

.160679

December 31, 2004

 

December 31, 2004

$

0.030390

 

-

 

-

January 30, 2005

 

January 30, 2005

$

0.029816

 

-

 

-

February 27, 2005

 

February 27, 2005

$

0.028858

 

-

 

-

March 31, 2005

 

March 31, 2005

$

0.029135

 

-

 

-

April 30, 2005

 

April 30, 2005

$

0.028756

 

-

 

-

May 28, 2005

 

May 28, 2005

$

0.030290

 

-

 

-

June 29, 2005

 

June 29, 2005

$

0.028147

 

-

 

-

July 29, 2005

 

July 29 2005

$

0.027378

 

-

 

-

Shareholders should consult their tax advisors.

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Trustees of the Maine Municipal Fund

We have audited the accompanying statement of assets and liabilities of the Maine Municipal Fund (one of the portfolios constituting the Integrity Managed Portfolios), including the schedule of investments as of July 29, 2005, the related statement of operations for the year then ended, the statement of changes in net assets for the year ended July 29, 2005 and the four month period ended July 30, 2004, and the financial highlights for the year ended July 29, 2005, the four month period ended July 30, 2004, and the year ended March 31, 2004. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for years ended March 31, 2003, 2002, 2001 and 2000 were audited by other auditors whose report dated May 16, 2003 expressed an unqualified opinion on the respective financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 29, 2005 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Maine Municipal Fund of the Integrity Managed Portfolios as of July 29, 2005, the results of its operations for the year then ended, the changes in its net assets for the year ended July 29, 2005 and the four month period ended July 30, 2004 and the financial highlights for the year ended July 29, 2005, the four month period ended July 30, 2004 and the year ended March 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

BRADY, MARTZ & ASSOCIATES, P.C.

Minot, North Dakota USA

September 2, 2005

Nebraska Municipal Fund

Dear Shareholder:

Enclosed is the annual report of the operations of the Nebraska Municipal Fund (the "Fund") for the year ended July 29, 2005. The Fund's portfolio and related financial statements are presented within for your review.

The central theme of the 1990's economy was its ability to grow without aggravating inflation. Falling interest rate yields, declining unemployment, lack of recessions, a persistently rising stock market and a surplus government budget were a direct outcome of this period. While inflation continued to decline, interest rates moved lower. The Federal Reserve never had to tighten aggressively since inflationary pressures never became overwhelming.

Today, after more than 20 years of growing without a major inflationary episode, the 10-year Treasury bond yield has languished around 4 percent despite two years of solid real GDP growth, a record-setting surge in oil prices, a 75 percent advance in industrial commodity prices and a booming housing market.

This may also explain why the Federal Reserve has proclaimed it can be "patient" and "measured" in its approach to raising rates, despite the fact they have raised the federal funds target rate from a four-decade low of 1% to 3.25% at the end of June.

While rising interest rates are generally troublesome for longer-term fixed income securities, since bond prices decline as rates are expected to rise, longer-term yields have fallen during the period as the 10-year Treasury bond yield ended the period at 4.28% after beginning the period at 4.46%. This "conundrum" as Federal Reserve Chairman Alan Greenspan refers to it, can be attributed to massive Asian and oil producing nations buying dollar denominated assets, i.e. government bonds. These purchases may decline as China recently revalued its currency, "the Yuan". One scenario of this change would reduce China's huge purchases of U.S. dollars and U.S. bonds and, as a result, American interest rates could be forced higher.

Given our concerns that inflationary trends are growing and the Federal Reserve will continue to be accommodative, our strategy is to focus on bonds with higher coupons. The Fund's average coupon as of July 29, 2005 was 5.59%, maintaining a lower average maturity life of 14 years and a short position in U.S. Treasury futures. Although this conservative strategy at times limits the Fund's full participation in market rallies, it preserves principal in market downturns. As of this report, interest rates have moved higher as economic reports continue to show growth in the economy.

The Nebraska Municipal Fund began the period at $10.55 per share and ended the period at $10.11 per share for a total return of (0.18)% (without sales charge). This compares to the Lehman Brothers Municipal Bond Index's return of 6.36% for the period.

An important part of the Fund's strategy includes searching the primary and secondary markets for high quality, double tax-exempt issues. Credit quality for the period was: AAA 61%, AA 28%, A 4%, BBB 2% and NR 5%. Income exempt from federal and Nebraska state income taxes with preservation of capital remain the primary objectives of the Fund.

If you would like more frequent updates, visit our website at www.integrityfunds.com for daily prices along with pertinent fund information.

Sincerely,

The Portfolio Management Team

The views expressed are those of Monte Avery, Chief Portfolio Strategist with Integrity Mutual Funds. The views are subject to change at any time in response to changing circumstances in the market and are not intended to predict or guarantee the future performance of any individual security, market sector or the markets generally, or any Integrity Mutual Fund.

Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance.

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

Bond prices and, therefore, the value of bond funds decline as interest rates rise. Because the Fund invests in securities of a single state, the Fund is more susceptible to factors adversely impacting the respective state securities than a municipal bond fund that does not concentrate its securities in a single state.

PROXY VOTING ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-276-1262. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available through Integrity's website at www.integrityfunds.com. This information is also available from the EDGAR database on the Securities and Exchange Commission's ("SEC's") Internet site at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund's second and fourth fiscal quarters on the Form N-CSR(s). The annual and semiannual reports are filed electronically with the SEC and are delivered to the Fund shareholders. The Fund also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q and N-CSR(s) are available on the SEC's website at www.sec.gov. The Fund's Forms N-Q and N-CSR(s) may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and the information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. You may also access this information from Integrity's website at www.integrityfunds.com.

Terms & Definitions July 29, 2005 (Unaudited)

Appreciation

The increase in value of an asset.

Average Annual Total Return

A standardized measurement of the return (yield and appreciation) earned by the fund on an annual basis, assuming all distributions are reinvested.

Coupon Rate or Face Rate

The rate of interest annually payable based on the face amount of the bond; expressed as a percentage.

Depreciation

The decrease in value of an asset.

Lehman Brothers Municipal Bond Index

An unmanaged list of long-term, fixed-rate, investment-grade, tax-exempt bonds representative of the municipal bond market. The index does not take into account brokerage commissions or other costs, may include bonds different from those in the fund, and may pose different risks than the fund.

Market Value

The actual (or estimated) price at which a bond trades in the market place.

Maturity

A measure of the term or life of a bond in years. When a bond "matures", the issuer repays the principal.

Net Asset Value (NAV)

The value of all your fund's assets, minus any liabilities, divided by the number of outstanding shares, not including any initial sales charge.

Quality Ratings

A designation assigned by independent rating companies to give a relative indication of a bond's credit worthiness. "AAA", "AA", "A" and "BBB" indicate investment grade securities. Ratings can range from a high of "AAA" to a low of "D".

Total Return

Measures both the net investment income and any realized and unrealized appreciation or depreciation of the underlying investments in the fund's portfolio for the period, assuming the reinvestment of all dividends. It represents the aggregate percentage or dollar value change over the period.

July 29, 2005 (Unaudited)

PERFORMANCE AND COMPOSITION

PORTFOLIO QUALITY RATINGS

(Based on Total Long-Term Investments)

AAA

60.4%

AA

27.9%

A

4.3%

BBB

2.3%

NR

5.1%

Quality ratings reflect the financial strength of the issuer. They are assigned by independent rating services such as Moody's Investors Services and Standard & Poor's. Non-rated bonds have been determined to be of appropriate quality for the portfolio by Integrity Money Management, Inc. ("Integrity Money Management" or "Adviser"), the investment adviser.

These percentages are subject to change.

PORTFOLIO MARKET SECTORS

(As a % of Net Assets)

S-School

33.7%

HC-Health Care

19.9%

O-Other

11.6%

U-Utilities

10.1%

H-Housing

10.0%

I-Industrial

8.3%

W/S-Water/Sewer

4.0%

C/L-COP/Lease

2.4%

Market sectors are breakdowns of the Fund's portfolio holdings into specific investment classes.

These percentages are subject to change.

July 29, 2005 (Unaudited)

DISCLOSURE OF FUND EXPENSES

The Example below is intended to describe the fees and expenses borne by shareholders and the impact of those costs on your investment.

EXAMPLE

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), redemption fees and exchange fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 2, 2004, to July 29, 2005.

The example illustrates your fund's costs in two ways:

Actual expenses

The section in the table under the heading "Actual" provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate column for your share class, in the column entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The section in the table under the heading "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the section in the table under the heading "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Beginning Account Value 08/02/04

Ending Account Value 07/29/05

Expenses Paid During Period*

Actual

 

 

 

Class A

$1,000.00

$998.20

$9.79

Hypothetical (5% return before expenses)

 

 

 

Class A

$1,000.00

$1,040.20

$10.00

* Expenses are equal to the annualized expense ratio of 0.98%, multiplied by the average account value over the period. The Fund's ending account value on the first line in the table is based on its actual total return of (0.18)% for the period of August 2, 2004 to July 29, 2005.

July 29, 2005 (Unaudited)

AVERAGE ANNUAL TOTAL RETURNS

 

For periods ending July 29, 2005

 

 

 

 

Since Inception (November 17, 1993)

Nebraska Municipal Fund

1 year

5 year

10 year

Without sales charge

(0.18%)

3.26%

3.96%

3.78%

With sales charge (4.25%)

(4.44%)

2.36%

3.50%

3.39%

 

 

 

 

 

Since Inception (November 17, 1993)

Lehman Brothers Municipal Bond Index

1 year

5 year

10 year

 

6.36%

6.48%

6.23%

5.89%

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemptions of Fund shares.

July 29, 2005 (Unaudited)

COMPARATIVE INDEX GRAPH (INSERT HERE)

Comparison of change in value of a $10,000 investment in the Nebraska Municipal Fund and the Lehman Brothers Municipal Bond Index

 

Nebraska Municipal Fund w/o Sales Charge

Nebraska Municipal Fund w/ Max Sales Charge

Lehman Brothers Municipal Bond Index

 

 

 

11/17/93

$10,000

$ 9,575

$10,000

1994

$ 9,773

$ 9,357

$ 9,892

1995

$10,471

$10,026

$10,672

1996

$11,071

$10,600

$11,376

1997

$11,909

$11,402

$12,544

1998

$12,380

$11,853

$13,295

1999

$12,853

$12,306

$13,677

2000

$13,146

$12,588

$14,268

2001

$14,463

$13,848

$15,707

2002

$15,051

$14,411

$16,761

2003

$14,929

$14,295

$17,364

2004

$15,465

$14,807

$18,368

2005

$15,436

$14,780

$19,537

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The graph does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemptions of Fund shares.

The graph comparing your Fund's performance to a benchmark index provides you with a general sense of how your Fund performed. To put this information in context, it may be helpful to understand the special differences between the two. The Lehman Brothers index is a national index representative of the national municipal bond market, whereas the Fund concentrates its investments in Nebraska municipal bonds. Your Fund's total return for the period shown appears with and without sales charges and includes Fund expenses and management fees. A securities index measures the performance of a theoretical portfolio. Unlike a fund, the index is unmanaged; there are no expenses that affect the results. In addition, few investors could purchase all of the securities necessary to match the index. And, if they could, they would incur transaction costs and other expenses. All Fund and benchmark returns include reinvested dividends.

July 29, 2005 (Unaudited)

MANAGEMENT OF THE FUND

The Board of Integrity Managed Portfolios consists of four Trustees. These same individuals, unless otherwise noted, also serve as Directors or Trustees for all of the funds in the Integrity family of funds, the six series of Integrity Managed Portfolios and the eight series of The Integrity Funds. Three Trustees (75% of the total) have no affiliation or business connection with the Investment Adviser or any of its affiliates. These are the "Independent" Trustees. Two of the  remaining three Trustees and/or executive officers are "interested" by virtue of their affiliation with the Investment Adviser and its affiliates.

The Independent Trustees of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Independent Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INDEPENDENT TRUSTEES

NAME, ADDRESS, AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGH SERVED

PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

Lynn W. Aas
904 NW 27th St
Minot, ND 58703
84

Trustee

Since January 1996

Retired; Attorney; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since September 2003); and Director, First Western Bank & Trust (until May 2002).

17

None

Orlin W. Backes
15 2nd Ave SW - Ste. 305
Minot, ND 58701

70

Trustee

Since January 1996

Attorney, McGee, Hankla, Backes & Dobrovolny, P.C.; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since May 2003); and Director, First Western Bank & Trust.

17

Director, First Western Bank & Trust

R. James Maxson
Town & Country Center, 1015 S. Broadway Suite 15
Minot, ND 58701
57

Trustee

Since January 1999

Attorney, Maxson Law Office (since November 2002), Attorney, McGee, Hankla, Backes & Dobrovolny, P.C. (April 2000 to November 2002); Attorney, Farhart, Lian and Maxson, P.C. (March 1976 to March 2000); Director, South Dakota Tax-Free Fund, Inc. (January 1999 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (January 1999 to June 2003) ND Tax-Free Fund, Inc. (since January 1999), Montana Tax-Free Fund, Inc. (since January 1999), and Integrity Fund of Funds, Inc. (since January 1999), and Trustee, The Integrity Funds (since May 2003).

17

None

*The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

The Interested Trustees and executive officers of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Interested Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS

NAME, ADDRESS, AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGH SERVED

PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

**Robert E. Walstad
1 N Main St
Minot, ND 58703
60

Trustee, Chairman, and President

Since January 1996

Director (since September 1987), President (September 1987 to October 2001) (September 2002 to May 2003), Integrity Mutual Funds, Inc.; Director, President and Treasurer, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc.; Director, President (since inception) and Treasurer (until May 2004), South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., Integrity Fund of Funds, Inc.; Trustee, Chairman and President (since May 2003) and Treasurer (May 2003 to May 2004), The Integrity Funds; Director, President and Treasurer (until August 2003), Integrity Funds Distributor, Inc.; Director (October 1999 to June 2003), President (October 1999 to October 2001), Magic Internet Services, Inc.; Director (May 2000 to June 2003), President (May 2000 to November 2001) (October 2002 to June 2003), ARM Securities Corporat ion; and Director, CEO, Chairman (since January 2002), President (September 2002 to December 2004), Capital Financial Services, Inc.

17

Director, Capital Financial Services, Inc.

**Peter A. Quist
1 N Main St
Minot, ND 58703
71

Vice President and Secretary

Since January 1996

Attorney; Director and Vice President, Integrity Mutual Funds, Inc.; Director, Vice President and Secretary, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc., South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc., Integrity Funds Distributor, Inc.; Vice President and Secretary, The Integrity Funds (since May 2003); and Director, ARM Securities Corporation (May 2000 to June 2003).

3

None

Brent M. Wheeler
1 N Main St

Minot, ND 58703
34

Treasurer

Since May 2004

Fund Accounting Manager, Integrity Fund Services, Inc.; Treasurer (since May 2004), The Integrity Funds and Integrity Mutual Funds.

NA

Minot State University Alumni Association

* The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

** Trustees and/or officers who are "interested persons" of the Funds as defined in the Investment Company Act of 1940. Messrs. Quist and Walstad are interested persons by virtue of being officers and Directors of the Fund's Investment Adviser and Principal Underwriter.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

Schedule of Investments July 29, 2005

Name of Issuer

Percentages represent the market value of each investment category to total net assets

Rating (Unaudited) Moody's/S&P

Coupon Rate

Maturity

 

Principal Amount

 

Market Value

 

 

 

 

 

 

 

 

NEBRASKA MUNICIPAL BONDS (95.4%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adams Cty., NE Hosp. Auth. #001 (Mary Lanning Memorial Hosp.) ASGUA

NR/AA

5.300%

12/15/18

$

250,000

$

254,908

Dawson Cty., NE SID #001 (IBP, Inc. Proj.) Ref. G.O.

Baa-3/BBB

5.650

02/01/22

 

700,000

 

700,000

Dawson Cty., NE School Dist. #20 (Gothenburg) G.O. MBIA

Aaa/AAA

5.350

12/15/26

 

500,000

 

527,320

Dawson Cty., NE School Dist. #20 (Gothenburg) G.O. FSA

Aaa/AAA

4.500

12/15/25

 

405,000

 

406,397

*Dodge Cty., NE SD #001 (Fremont Public Schools) FSA

Aaa/NR

5.500

12/15/20

 

1,000,000

 

1,098,160

Douglas Cty., NE Hosp. Auth. #001 (Alegent Hlth - Immanuel Med. Ctr.) Rev. AMBAC

Aaa/AAA

5.250

09/01/21

 

250,000

 

262,788

Douglas Cty., NE (Catholic Health Corp.) Rev. MBIA

Aaa/AAA

5.500

11/15/21

 

340,000

 

350,985

Douglas Cty., NE Hosp. Auth. #002 (Nebraska Medical Center)

A-1/NR

5.000

11/15/16

 

250,000

 

267,128

Douglas Cty., NE (Catholic Health Corp.) Rev. MBIA

Aaa/AAA

5.375

11/15/15

 

45,000

 

46,407

Douglas Cty., NE (Catholic Health Corp.) Rev. MBIA

Aaa/AAA

5.375

11/15/15

 

230,000

 

237,192

Douglas Cty., NE SID #392 (Cinnamon Creek) G.O.

NR/NR

5.750

08/15/17

 

200,000

 

200,000

Douglas Cty., NE SID #240 (LeBea) Ref. G.O.

NR/NR

5.900

10/15/16

 

100,000

 

100,250

Douglas Cty., NE SID #397 (Linden Estates II)

NR/NR

5.600

07/15/18

 

265,000

 

265,000

Douglas Cty., NE SID #397 (Linden Estates II)

NR/NR

5.600

07/15/19

 

280,000

 

280,000

Douglas Cty., NE SID #397 (Linden Estates II)

NR/NR

5.600

04/01/23

 

500,000

 

501,250

#Douglas Cty., NE SD #010 (Elkhorn Public Schools) G.O. FSA

Aaa/AAA

5.500

12/15/20

 

750,000

 

754,343

Douglas Cty., NE SD #010 (Elkhorn Public Schools)

NR/A+

5.050

12/15/22

 

150,000

 

153,551

Fremont, NE Combined Utilities Rev. MBIA

Aaa/AAA

5.000

10/15/21

 

500,000

 

529,560

Kearney Cty., NE Highway Allocation Fund AMBAC

Aaa/NR

5.350

06/15/21

 

100,000

 

101,823

#Lancaster Cty., NE (Bryan Memorial Hospital) Rev. MBIA

Aaa/AAA

5.375

06/01/19

 

1,400,000

 

1,463,476

Lancaster Cty., NE School Dist. #1 (Lincoln Public Schools)

Aa/AAA

5.250

01/15/21

 

500,000

 

540,505

Lancaster Cty., NE School Dist. #1 (Lincoln Public Schools) G.O.

Aa/AAA

5.250

01/15/22

 

500,000

 

541,980

#Lancaster Cty., NE School Dist. #145 (Waverly Public Schools) AMBAC

Aaa/AAA

5.500

12/01/20

 

1,240,000

 

1,262,630

Lancaster Cty, NE School District #0160 (Norris Schools) G.O. FSA

Aaa/NR

5.000

12/15/25

 

250,000

 

260,635

Lincoln Cty., NE School Dist. #005 (Sutherland Public Schools) FSA

Aaa/NR

5.000

12/15/20

 

225,000

 

234,794

Lincoln/Lancaster Cty., NE Public Bldg. Community Rev.

Aa-1/AA+

5.800

10/15/18

 

475,000

 

502,769

#Lincoln/Lancaster Cty., NE Public Bldg. Community Rev.

Aa-1/AA+

5.875

10/15/23

 

850,000

 

903,210

Lincoln, NE Elec. Syst. Rev.

Aa/AA

5.000

09/01/21

 

1,000,000

 

1,060,530

Lincoln, NE Water Rev.

Aa/AA-

5.000

08/15/22

 

575,000

 

610,190

Madison Cty., NE Hosp. Auth. #001 (Faith Regl. Hlth. Svcs.) Rev. ASGUA

NR/AA

5.350

07/01/18

 

250,000

 

261,625

NE Hgr. Educ. Loan Program Senior Subord. Term MBIA

Aaa/AAA

6.250

06/01/18

 

800,000

 

833,768

NE Hgr. Educ. Loan Program Junior Subord. Rev. MBIA

Aaa/AAA

6.400

06/01/13

 

250,000

 

260,693

NE Hgr. Educ. Loan Program Junior Subord. Term MBIA

Aaa/AAA

6.450

06/01/18

 

400,000

 

418,516

*NE Hgr. Educ. Loan Program Student Loan MBIA

Aaa/AAA

5.875

06/01/14

 

1,085,000

 

1,084,241

NE Hgr. Educ. Loan Program B Rev. MBIA

Aaa/AAA

6.000

06/01/28

 

100,000

 

101,520

NE Educ. Finance Auth. (Creighton Univ.) Rev. AMBAC

Aaa/AAA

5.950

01/01/11

 

300,000

 

308,328

NE Educ. Finance Auth. (Wesleyan Univ.) Rev. Radian Insured

NR/AA

5.500

04/01/27

 

1,000,000

 

1,069,140

NE Invmt. Finance Auth. (Muirfield Greens) Multifamily Rev. FHA

Aa/NR

6.800

12/01/15

 

265,000

 

269,478

NE Invmt. Finance Auth. (Muirfield Greens) Multifamily Rev. FHA

Aa/NR

6.850

12/01/25

 

525,000

 

533,211

NE Invmt. Finance Auth. (Catholic Hlth. Initiatives) Rev.

Aa/AA

5.125

12/01/17

 

200,000

 

208,950

NE Invmt. Finance Auth. Single Family Hsg. Rev. Coll.

NR/AAA

6.300

03/01/17

 

10,000

 

10,136

*NE Invmt. Finance Auth. Single Family Hsg. Rev.

NR/AAA

6.600

09/01/20

 

35,000

 

35,510

NE Invmt. Finance Auth. Single Family Hsg. Rev. FHA/GNMA

NR/AAA

6.500

09/01/18

 

50,000

 

50,531

NE Invmt. Finance Auth. Single Family Hsg. Rev. FNMA/GNMA

NR/AAA

6.400

09/01/26

 

40,000

 

40,781

NE Invmt. Finance Auth. Single Family Hsg. Rev. GNMA/FNMA

NR/AAA

6.250

09/01/28

 

40,000

 

41,229

NE Invmt. Finance Auth. Single Family Hsg. Rev. GNMA

NR/AAA

6.200

09/01/17

 

95,000

 

96,748

NE Invmt. Finance Auth. Single Family Hsg. Rev. GNMA

NR/AAA

6.250

03/01/21

 

105,000

 

106,835

*NE Invmt. Finance Auth. Single Family Hsg. Rev.

NR/AAA

6.300

09/01/28

 

400,000

 

410,724

NE Invmt. Finance Auth. Single Family Hsg. Rev. GNMA/FNMA

NR/AAA

6.300

09/01/30

 

30,000

 

30,440

NE Invmt. Finance Auth. (Childrens Healthcare Svcs.) Facs. Rev.

Aaa/AAA

5.500

08/15/17

 

410,000

 

440,164

#NE Invmt. Finance Auth. (Childrens Healthcare Svcs.) Rev. AMBAC

Aaa/AAA

5.500

08/15/27

 

1,000,000

 

1,059,820

NE Invmt. Finance Auth. Multifamily Hsg. Rev. FNMA

NR/AAA

6.200

06/01/28

 

495,000

 

511,127

NE Invmt. Finance Auth. Multifamily Hsg. Rev. GNMA

NR/AAA

6.000

06/01/17

 

410,000

 

419,897

NE Invmt. Finance Auth. Multifamily Hsg. Rev. GNMA

NR/AAA

6.100

06/01/29

 

500,000

 

520,065

NE Invmt. Finance Auth. (Waterbrook) Multifamily Rev.

Aaa/AAA

5.600

04/01/07

 

165,000

 

167,919

NE Invmt. Finance Auth. (Great Plains Regional Medical Center) ASGUA

NR/AA

5.450

11/15/17

 

400,000

 

413,724

NE Invmt. Finance Auth. (Great Plains Regional Medical Center) Rev. Asset Guaranty

NR/AA

5.450

11/15/22

 

750,000

 

807,645

Omaha, NE Various Purpose

Aaa/AAA

5.000

05/01/22

 

250,000

 

266,362

Omaha, NE Parking Facs. Corp. (Omaha Park 4/5) Lease Rev.

Aa-1/AA+

5.700

09/15/15

 

750,000

 

769,860

Omaha, NE Public Power Dist. Elec. Syst. Rev.

Aa/AA

5.200

02/01/22

 

500,000

 

534,865

Omaha, NE Public Power Dist. Elec. Syst. Rev.

NR/AA

6.000

02/01/15

 

330,000

 

376,705

Omaha, NE Public Power Dist. Elec. Syst. Rev.

Aa/NR

6.200

02/01/17

 

650,000

 

776,984

Omaha, NE (Riverfront Project) Special Obligation

Aa/AA

5.500

02/01/29

 

1,000,000

 

1,095,150

Platte County, NE G.O. FSA

Aaa/AAA

4.750

12/15/14

 

500,000

 

511,075

Columbus Community Hospital Platte Cty, NE Asset Guaranty

NR/AA

5.650

05/01/12

 

100,000

 

108,168

Columbus Community Hospital Platte Cty, NE Asset Guaranty

NR/AA

6.150

05/01/30

 

250,000

 

274,907

Sarpy Cty., NE SID #052 (Prairie Corners) G.O.

NR/NR

6.000

10/01/17

 

240,000

 

240,600

Sarpy Cty., NE School Dist. #046 FSA

Aaa/AAA

5.000

12/15/22

 

200,000

 

206,800

Univ. of NE Board of Regents Lincoln Parking

Aa/AA-

5.800

06/01/20

 

620,000

 

632,400

Univ. of NE (U. of NE - Lincoln Student Fees) Rev.

Aa/AA-

5.125

07/01/32

 

250,000

 

262,445

 

 

 

 

 

 

 

 

TOTAL NEBRASKA MUNICIPAL BONDS (COST: $29,634,643)

 

$

30,986,867

 

 

 

 

SHORT-TERM SECURITIES (2.7%)

Shares

 

 

Wells Fargo Advantage National Tax-Free Money Market(COST: $869,516)

869,516

$

869,516

 

 

 

 

TOTAL INVESTMENTS IN SECURITIES (COST: $30,504,159)

 

$

31,856,383

OTHER ASSETS LESS LIABILITIES

 

 

631,426

 

 

 

 

NET ASSETS

 

$

32,487,809

* Indicates bonds are segregated by the custodian to cover when-issued or delayed-delivery purchases.

# Indicates bonds are segregated by the custodian to cover initial margin requirements.

Non-rated (NR) securities in the Fund were investment grade when purchased.

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Assets and Liabilities July 29, 2005

ASSETS

 

 

 

Investment in securities, at value (cost: $30,504,159)

$

31,856,383

 

Accrued interest receivable

 

420,368

 

Accrued dividends receivable

 

1,102

 

Variation margin on futures

 

425,750

 

Prepaid expenses

 

2,831

 

 

 

 

Total Assets

$

32,706,434

 

 

 

LIABILITIES

 

 

 

Dividends payable

$

106,960

 

Accrued expenses

 

35,544

 

Payable for fund shares redeemed

 

68,558

 

Disbursements in excess of demand deposit cash

 

7,563

 

 

 

 

Total Liabilities

$

218,625

 

 

 

 

 

 

NET ASSETS

$

32,487,809

 

 

 

Net assets are represented by:

 

 

 

Paid-in capital

$

35,191,524

 

Accumulated undistributed net realized gain (loss) on investments and futures

 

(4,200,690)

 

Accumulated undistributed net investment income

 

24,899

 

Unrealized appreciation on investments

 

1,352,224

 

Unrealized appreciation on futures

 

119,852

 

Total amount representing net assets applicable to 3,213,649 outstanding shares of no par common stock (unlimited shares authorized)

$

32,487,809

 

 

 

Net asset value per share

$

10.11

Public offering price (based on sales charge of 4.25%)

$

10.56

The accompanying notes are an integral part of these financial statements.

Statement of Operations For the year ended July 29, 2005

INVESTMENT INCOME

 

 

 

Interest

$

1,702,371

 

Dividends

 

14,971

 

Total Investment Income

$

1,717,342

 

 

 

EXPENSES

 

 

 

Investment advisory fees

$

169,345

 

Distribution (12b-1) fees

 

84,672

 

Transfer agent fees

 

45,233

 

Accounting service fees

 

40,868

 

Administrative service fees

 

33,869

 

Custodian fees

 

3,941

 

Registration and filing fees

 

7,193

 

Reports to shareholders

 

5,262

 

Audit fees

 

4,983

 

Insurance expense

 

1,116

 

Trustees fees

 

3,014

 

Professional fees

 

7,362

 

Transfer agent out-of-pockets

 

1,908

 

Legal fees

 

6,822

 

Total Expenses

$

415,588

 

Less expenses waived or absorbed by the Fund's manager

 

(84,449)

 

Total Net Expenses

$

331,139

 

 

 

NET INVESTMENT INCOME

$

1,386,203

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES

 

 

 

Net realized gain (loss) from:

 

 

 

Investment transactions

$

45,093

 

Futures transactions

 

(1,687,981)

 

Net change in unrealized appreciation (depreciation) of:

 

 

 

Investments

 

(385,184)

 

Futures

 

573,218

 

Net Realized And Unrealized Gain (Loss) On Investments And Futures

$

(1,454,854)

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

(68,651)

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Changes in Net Assets
For the year ended July 29, 2005, and the year ended July 30, 2004

 

 

For The Year Ended July 29, 2005

 

For The Year Ended July 30, 2004

 

 

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

 

 

 

 

 

Net investment income

$

1,386,203

$

1,523,479

 

Net realized gain (loss) on investment and futures transactions

 

(1,642,888)

 

(511,467)

 

Net change in unrealized appreciation (depreciation) on investments and futures

 

188,034

 

259,392

 

Net Increase (Decrease) in Net Assets Resulting From Operations

$

(68,651)

$

1,271,404

 

 

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

 

 

 

 

 

Dividends from net investment income ($.42 and $.45 per share, respectively)

$

(1,382,244)

$

(1,519,666)

 

Distributions from net realized gain on investment and futures transactions ($.00 and $.00 per share, respectively)

 

0

 

0

 

Total Dividends and Distributions

$

(1,382,244)

$

(1,519,666)

 

 

 

 

 

CAPITAL SHARE TRANSACTIONS

 

 

 

 

 

Proceeds from sale of shares

$

2,743,184

$

4,178,723

 

Proceeds from reinvested dividends

 

925,582

 

992,068

 

Cost of shares redeemed

 

(4,411,711)

 

(6,958,487)

 

Net Increase (Decrease) in Net Assets Resulting From Capital Share Transactions

$

(742,945)

$

(1,787,696)

 

 

 

 

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

$

(2,193,840)

$

(2,035,958)

 

 

 

 

 

NET ASSETS, BEGINNING OF PERIOD

 

34,681,649

 

36,717,607

 

 

 

 

 

NET ASSETS, END OF PERIOD

$

32,487,809

$

34,681,649

The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements July 29, 2005

Note 1. ORGANIZATION

Business operations - The Nebraska Municipal Fund (the "Fund") is an investment portfolio of Integrity Managed Portfolios (the "Trust") registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Trust may offer multiple portfolios; currently six portfolios are offered. IntegrityManaged Portfolios is an unincorporated business trust organized under Massachusetts law on August 10, 1990. The Fund had no operations from that date to November 17, 1993, other than matters relating to organization and registration. On November 17, 1993, the Fund commenced its Public Offering of capital shares. The investment objective of the Fund is to provide its shareholders with as high a level of current income exempt from both federal and Nebraska income taxes as is consistent with preservation of capital. The Fund will seek to achieve this objective by investing primarily in a portfolio of Nebraska municipal securities.

Shares of the Fund are offered at net asset value plus a maximum sales charge of 4.25% of the offering price and a distribution fee of up to 0.25% on an annual basis.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment security valuation - Securities for which quotations are not readily available (which will constitute a majority of the securities held by the Fund) are valued using a matrix system at fair value as determined by Integrity Money Management. The matrix system has been developed based on procedures approved by the Board of Trustees which include consideration of the following: yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, and indications as to value from dealers and general market conditions. Because the market value of securities can only be established by agreement between parties in a sales transaction, and because of the uncertainty inherent in the valuation process, the fair values as determined may differ from the values that would have been used had a ready market for the securities existed. The Fund follows industry practice and records security transactions on the trade date.

The Fund concentrates its investments in a single state. This concentration may result in the Fund investing a relatively high percentage of its assets in a limited number of issuers.

When-issued securities - The Fund may purchase securities on a when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the securities purchased on a when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Contingent Deferred Sales Charge ("CDSC") - In the case of investments of $1 million or more, a 1.00% CDSC may be assessed on shares redeemed within 12 months of purchase (excluding shares purchased with reinvested dividends and/or distributions).

Federal and state income taxes - The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its net investment income and any net realized gain on investments to its shareholders. Therefore, no provision for income taxes is required. Distributions during the year ended July 29, 2005, were characterized as tax-exempt for tax purposes.

The tax character of distributions paid was as follows:

 

 

July 29, 2005

 

July 30, 2004

Tax-exempt income

$

1,382,244

$

1,519,666

Ordinary income

 

0

 

0

Long-term capital gains

 

0

 

0

Total

$

1,382,244

$

1,519,666

As of July 29, 2005, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed Ordinary Income

Undistributed Long-Term Capital Gains

Accumulated Earnings

Accumulated Capital and Other Losses

Unrealized Appreciation/ (Depreciation)

Total Accumulated Earnings/(Deficit)

$0

$0

$0

($4,080,839)

$1,377,122

($2,703,717)

The Fund has unexpired capital loss carryforwards for tax purposes as of July 29, 2005, totaling $3,751,103, which may be used to offset capital gains. The capital loss carryforward amounts will expire in each of the years ended July 31 as shown in the table below.

Year

 

Unexpired Capital Losses

2006

$

383,905

2007

$

0

2008

$

199,861

2009

$

158,911

2010

$

591,993

2011

$

713,949

2012

$

579,276

2013

$

1,123,208

For the year ended July 29, 2005, the Fund made $616,730 in permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to expiring capital loss carryforwards.

Net capital losses incurred after October 31, and within the tax year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended July 29, 2005, the Fund deferred to August 1, 2005, post October capital losses, post October currency losses and post October passive foreign investment company losses of $329,736.

Distributions to shareholders - Dividends from net investment income, declared daily and payable monthly, are reinvested in additional shares of the Fund at net asset value or paid in cash. Capital gains, when available, are distributed at least annually.

Premiums and discounts - Premiums and discounts on municipal securities are amortized for financial reporting purposes.

Other - Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with federal income tax regulations and may differ from net investment income and realized gains determined in accordance with accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatment for market discount, capital loss carryforwards and losses due to wash sales and futures transactions.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary book and tax basis differences will reverse in a subsequent period.

Futures contracts - The Fund may purchase and sell financial futures contracts to hedge against changes in the values of tax-exempt municipal securities the Fund owns or expects to purchase.

A futures contract is an agreement between two parties to buy or sell units of a particular index or a certain amount of U.S. government or municipal securities at a set price on a future date. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirement of the futures exchange on which the contract is traded. Subsequent payments ("variation margin") are made or received by the Fund, dependent on the fluctuations in the value of the underlying index. Daily fluctuations in value are recorded for financial reporting purposes as unrealized gains or losses by the Fund. When entering into a closing transaction, the Fund will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contracts sold and the futures contracts to buy. Unrealized appreciation (depreciation) related to open futures contrac ts is required to be treated as a realized gain (loss) for Federal income tax purposes.

Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Schedule of Investments. The Statement of Assets and Liabilities reflects a receivable or payable for the daily mark to market for variation margin.

Certain risks may arise upon entering into futures contracts. These risks may include changes in the value of the futures contracts that may not directly correlate with changes in the value of the underlying securities.

At July 29, 2005, the Fund had outstanding futures contracts to sell debt securities as follows:

Contracts to Sell

Expiration Date

Number of Futures Contract

Valuation as of July 29, 2005

Unrealized Appreciation (Depreciation)

U.S. Treasury Bonds

09/2005

104

$425,750

$119,852

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3. CAPITAL SHARE TRANSACTIONS

As of July 29, 2005, there were unlimited shares of no par authorized; 3,213,649 and 3,287,726 shares were outstanding at July 29, 2005, and July 30, 2004, respectively.

Transactions in capital shares were as follows:

 

Shares

 

For The Year Ended July 29, 2005

For The Year Ended July 30, 2004

Shares sold

265,240

391,870

Shares issued on reinvestment of dividends

89,771

93,245

Shares redeemed

(429,088)

(656,326)

Net increase (decrease)

(74,077)

(171,211)

Note 4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Integrity Money Management, the Fund's investment adviser; Integrity Funds Distributor, the Fund's underwriter; and Integrity Fund Services, the Fund's transfer, accounting, and administrative services agent, are subsidiaries of Integrity Mutual Funds, Inc., the Fund's sponsor.

The Fund has engaged Integrity Money Management to provide investment advisory and management services to the Fund. The Investment Advisory Agreement provides for fees to be computed at an annual rate of 0.50% of the Fund's average daily net assets. The Fund has recognized $84,896 of investment advisory fees after partial waiver for the year ended July 29, 2005. The Fund has a payable to Integrity Money Management of $7,296 at July 29, 2005, for investment advisory fees. Certain officers and trustees of the Fund are also officers and directors of the investment adviser.

Under the terms of the advisory contract, the investment adviser has agreed to pay the expenses of the Fund (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 investment advisory and management fee. The investment adviser and underwriter may also voluntarily waive fees or reimburse expenses not required by the advisory or other agreements from time to time. Accordingly, after fee waivers and expense reimbursements, the Fund's actual total annual operating expenses were 0.98% for the year ended July 29, 2005.

Principal Underwriter and Shareholder Services

The Fund pays an annual service fee to Integrity Funds Distributor, its principal underwriter, for certain expenses incurred in connection with the distribution of the Fund's shares. The annual fee paid to Integrity Funds Distributor under the Plan is calculated daily and paid monthly by the Fund at the annual rate of 0.25% of the average daily net assets of the Fund. The Fund has recognized $84,672 of service fee expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Funds Distributor of $6,554 at July 29, 2005, for service fees.

Integrity Fund Services provides shareholder services for a monthly fee equal to an annual rate of 0.16% of the Fund's first $10 million of net assets, 0.13% of the Fund's net assets on the next $15 million, 0.11% of the Fund's net assets on the next $25 million, and 0.10% of the Fund's net assets in excess of $50 million, with a minimum of $1,500 per month plus reimbursement of out-of-pocket expenses. An additional fee with a minimum of $500 per month is charged for each additional share class. The Fund has recognized $45,233 of transfer agency fees and expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $3,528 at July 29, 2005 for transfer agency fees. Integrity Fund Services also acts as the Fund's accounting services agent for a monthly fee equal to the sum of a fixed fee of $2,000 and a variable fee equal to 0.05% of the Fund's average daily net assets on an annual basis for the Fund's first $50 million and at a lower rate on the average daily net assets in excess of $50 million, together with reimbursement of out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $40,868 of accounting service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $3,244 at July 29, 2005, for accounting service fees. Integrity Fund Services also acts as administrator for the Fund. The Fund pays to Integrity Fund Services a monthly fee calculated at the rate of 0.10% of average daily net assets with a minimum of $1,500 per month plus out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $33,869 of administrative service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $2,621 at July 29, 2005, for administrative service fees.

Note 5. INVESTMENT SECURITY TRANSACTIONS

The cost of purchases and proceeds from the sales of investment securities (excluding short-term securities) aggregated $1,415,851 and $3,944,510, respectively, for the year ended July 29, 2005.

Note 6. INVESTMENT IN SECURITIES

At July 29, 2005, the aggregate cost of securities for federal income tax purposes was substantially the same for financial reporting purposes at $30,504,159. The net unrealized appreciation of investments based on the cost was $1,352,224, which is comprised of $1,355,769 aggregate gross unrealized appreciation and $3,545 aggregate gross unrealized depreciation.

Financial Highlights

Selected per share data and ratios for the period indicated

 

 

For The Year Ended July 29, 2005

 

For The Year Ended July 30, 2004

 

For The Year Ended July 31, 2003

 

For The Year Ended July 31, 2002

 

For The Year Ended July 31, 2001

NET ASSET VALUE, BEGINNING OF PERIOD

$

10.55

$

10.62

$

11.17

$

11.23

$

10.71

 

 

 

 

 

 

 

 

 

 

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

$

.42

$

.45

$

.47

$

.51

$

.53

 

Net realized and unrealized gain (loss) on investment and futures transactions

 

(.44)

 

(.07)

 

(.55)

 

(.06)

 

.52

 

Total Income (Loss) From Investment Operations

$

(.02)

$

.38

$

(.08)

$

.45

$

1.05

 

 

 

 

 

 

 

 

 

 

 

Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

Dividends from net investment income

 

(.42)

$

(.45)

$

(.47)

$

(.51)

$

(.53)

 

Distributions from net capital gains

 

.00

 

.00

 

.00

 

.00

 

.00

 

Total Distributions

$

(.42)

$

(.45)

$

(.47)

$

(.51)

$

(.53)

 

 

 

 

 

 

 

 

 

 

 

NET ASSET VALUE, END OF PERIOD

$

10.11

$

10.55

$

10.62

$

11.17

$

11.23

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

(0.18)%(A)

 

3.59%(A)

 

(0.81)%(A)

 

4.06%(A)

 

10.02%(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS/SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period (in thousands)

$

32,488

$

34,682

$

36,718

$

37,273

$

38,558

 

Ratio of net expenses (after expense assumption) to average net assets

 

0.98%(B)

 

0.95%(B)

 

0.92%(B)

 

0.82%(B)

 

0.78%(B)

 

Ratio of net investment income to average net assets

 

4.07%

 

4.18%

 

4.24%

 

4.52%

 

4.82%

 

Portfolio turnover rate

 

4.36%

 

8.95%

 

9.48%

 

13.08%

 

16.89%

(A) Excludes maximum sales charge of 4.25%.

(B) During the periods indicated above, Integrity Mutual Funds, Inc. or Integrity Money Management assumed/waived expenses of $84,449, $93,640, $62,679, $99,292, and $113,493, respectively. If the expenses had not been assumed/waived, the annualized ratios of total expenses to average net assets would have been 1.22%, 1.21%, 1.08%, 1.08%, and 1.08%, respectively.

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions.

The accompanying notes are an integral part of these financial statements.

Tax Information For The Year Ended July 29, 2005 (Unaudited)

We are required to advise you within 60 days of the Fund's fiscal year-end regarding the federal tax status of distributions received by shareholders during such fiscal year. The distributions made during the fiscal year by the Fund were earned from the following sources:

 

 

 

Dividends and Distributions Per Share

To Shareholders of Record

 

Payment Date

 

From Net Investment Income

 

From Net Realized Short-Term Gains

 

From Net Realized Long-Term Gains

August 31, 2004

 

August 31, 2004

$

.036933

 

-

 

-

September 30, 2004

 

September 30, 2004

$

.036226

 

-

 

-

October 29, 2004

 

October 29, 2004

$

.034376

 

-

 

-

November 30, 2004

 

November 30, 2004

$

.035616

 

-

 

-

December 31, 2004

 

December 31, 2004

$

.035532

 

-

 

-

January 31, 2005

 

January 31, 2005

$

.034823

 

-

 

-

February 28, 2005

 

February 28, 2005

$

.034924

 

-

 

-

March 31, 2005

 

March 31, 2005

$

.034640

 

-

 

-

April 29, 2005

 

April 29, 2005

$

.033418

 

-

 

-

May 31, 2005

 

May 31, 2005

$

.035586

 

-

 

-

June 30, 2005

 

June 30, 2005

$

.034163

 

-

 

-

July 29, 2005

 

July 29, 2005

$

.033213

 

-

 

-

Shareholders should consult their tax advisors.

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Trustees of the Nebraska Municipal Fund

We have audited the accompanying statement of assets and liabilities of the Nebraska Municipal Fund (one of the portfolios constituting the Integrity Managed Portfolios), including the schedule of investments as of July 29, 2005, the related statement of operations for the year then ended, the statement of changes in net assets for the years ended July 29, 2005 and July 30, 2004, and the financial highlights for the year ended July 29, 2005 and each of the four years in the period ended July 30, 2004. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 29, 2005 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Nebraska Municipal Fund of the Integrity Managed Portfolios as of July 29, 2005, the results of its operations for the year then ended, the changes in its net assets for the years ended July 29, 2005 and July 30, 2004, and the financial highlights for the years ended July 29, 2005, July 30, 2004, July 31, 2003, July 31, 2002 and July 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

BRADY, MARTZ & ASSOCIATES, P.C.

Minot, North Dakota USA

September 2, 2005

New Hampshire Municipal Fund

Dear Shareholder:

Enclosed is the annual report of operations of the New Hampshire Municipal Fund (the "Fund") for the year ended July 29, 2005. The Fund's portfolio and related financial statements are presented within for your review.

The central theme of the 1990's economy was its ability to grow without aggravating inflation. Falling interest rate yields, declining unemployment, lack of recessions, a persistently rising stock market and a surplus government budget were a direct outcome of this period. While inflation continued to decline, interest rates moved lower. The Federal Reserve never had to tighten aggressively since inflationary pressures never became overwhelming.

Today, after more than 20 years of growing without a major inflationary episode, the 10-year Treasury bond yield has languished around 4 percent despite two years of solid real GDP growth, a record-setting surge in oil prices, a 75 percent advance in industrial commodity prices and a booming housing market.

This may also explain why the Federal Reserve has proclaimed it can be "patient" and "measured" in its approach to raising rates, despite the fact they have raised the federal funds target rate from a four-decade low of 1% to 3.25% at the end of June.

While rising interest rates are generally troublesome for longer-term fixed income securities, since bond prices decline as rates are expected to rise, longer-term yields have fallen during the period as the 10-year Treasury bond yield ended the period at 4.28% after beginning the period at 4.46%. This "conundrum" as Federal Reserve Chairman Alan Greenspan refers to it, can be attributed to massive Asian and oil producing nations buying dollar denominated assets, i.e. government bonds. These purchases may decline as China recently revalued its currency, "the Yuan". One scenario of this change would reduce China's huge purchases of U.S. dollars and U.S. bonds and, as a result, American interest rates could be forced higher.

Given our concerns that inflationary trends are growing and the Federal Reserve will continue to be accommodative, our strategy is to focus on bonds with higher coupons. The Fund's average coupon as of July 29, 2005 was 5.14%, maintaining a lower average maturity life of 9 years and a short position in U.S. Treasury futures. Although this conservative strategy at times limits the Fund's full participation in market rallies, it preserves principal in market downturns. As of this report, interest rates have moved higher as economic reports continue to show growth in the economy.

The New Hampshire Municipal Fund began the period at $10.82 per share and ended the period at $10.20 per share for a total return of (1.81%) (without sales charge). This compares to the Lehman Brothers Municipal Bond Index's return of 6.36% for the period.

An important part of the Fund's strategy includes searching the primary and secondary markets for high quality, federally tax-exempt issues. Credit quality for the period was: AAA 71%, AA 18% and A 11%. Income exempt from federal income taxes and New Hampshire state interest and dividend taxes with preservation of capital remain the primary objectives of the Fund.

If you would like more frequent updates, visit our website at www.integrityfunds.com for daily prices along with pertinent fund information.

Sincerely,

The Portfolio Management Team

The views expressed are those of Monte Avery, Chief Portfolio Strategist with Integrity Mutual Funds. The views are subject to change at any time in response to changing circumstances in the market and are not intended to predict or guarantee the future performance of any individual security, market sector or the markets generally, or any Integrity Mutual Fund.

Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance.

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

Bond prices and, therefore, the value of bond funds decline as interest rates rise. Because the Fund invests in securities of a single state, the Fund is more susceptible to factors adversely impacting the respective state securities than a municipal bond fund that does not concentrate its securities in a single state.

PROXY VOTING ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-276-1262. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available through Integrity's website at www.integrityfunds.com. This information is also available from the EDGAR database on the Securities and Exchange Commission's ("SEC's") Internet site at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund's second and fourth fiscal quarters on the Form N-CSR(s). The annual and semiannual reports are filed electronically with the SEC and are delivered to the Fund shareholders. The Fund also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q and N-CSR(s) are available on the SEC's website at www.sec.gov. The Fund's Forms N-Q and N-CSR(s) may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and the information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. You may also access this information from Integrity's website at www.integrityfunds.com.

Terms & Definitions July 29, 2005 (Unaudited)

Appreciation

Increase in value of an asset.

Average Annual Total Return

A standardized measurement of the return (yield and appreciation) earned by the fund on an annual basis, assuming all distributions are reinvested.

Coupon Rate or Face Rate

The rate of interest payable annually, based on the face amount of the bond; expressed as a percentage.

Depreciation

Decrease in value of an asset.

Lehman Brothers Municipal Bond Index

An unmanaged list of long-term, fixed-rate, investment-grade, tax-exempt bonds representative of the municipal bond market. The index does not take into account brokerage commissions or other costs, may include bonds different from those in the fund, and may pose different risks than the fund.

Market Value

Actual (or estimated) price at which a bond trades in the market place.

Maturity

A measure of the term or life of a bond in years. When a bond "matures," the issuer repays the principal.

Net Asset Value (NAV)

The value of all your fund's assets, minus any liabilities, divided by the number of outstanding shares, not including any initial sales charge.

Quality Ratings

A designation assigned by independent rating companies to give a relative indication of a bond's credit worthiness. "AAA," "AA," "A," and "BBB" indicate investment grade securities. Ratings can range from a high of "AAA" to a low of "D".

Total Return

Measures both the net investment income and any realized and unrealized appreciation or depreciation of the underlying investments in the fund's portfolio for the period, assuming the reinvestment of all dividends. It represents the aggregate percentage or dollar value change over the period.

July 29, 2005 (Unaudited)

PERFORMANCE AND COMPOSITION

PORTFOLIO QUALITY RATINGS

(Based on Total Long-Term Investments)

AAA

70.4%

AA

18.3%

A

11.3%

Quality ratings reflect the financial strength of the issuer. They are assigned by independent rating services such as Moody's Investors Services and Standard & Poor's. Non-rated bonds have been determined to be of appropriate quality for the portfolio by Integrity Money Management, Inc. ("Integrity Money Management" or "Adviser"), the investment adviser.

These percentages are subject to change.

PORTFOLIO MARKET SECTORS

(As a % of Net Assets)

T-Transportation

20.2%

S-School

20.1%

HC-Health Care

19.3%

I-Industrial

15.7%

GO-General Obligation

8.7%

O-Other

7.5%

H-Housing

4.4%

W/S-Water/Sewer

4.1%

Market sectors are breakdowns of the Fund's portfolio holdings into specific investment classes.

These percentages are subject to change.

July 29, 2005 (Unaudited)

DISCLOSURE OF FUND EXPENSES

The Example below is intended to describe the fees and expenses borne by shareholders and the impact of those costs on your investment.

EXAMPLE

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), redemption fees and exchange fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 2, 2004 to July 29, 2005.

The example illustrates your fund's costs in two ways:

Actual expenses

The section in the table under the heading "Actual" provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate column for your share class, in the column entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The section in the table under the heading "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the section in the table under the heading "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Beginning Account Value 08/02/04

Ending Account Value 07/29/05

Expenses Paid During Period*

Actual

 

 

 

Class A

$1,000.00

$981.90

$9.71

Hypothetical (5% return before expenses)

 

 

 

Class A

$1,000.00

$1,040.20

$10.00

* Expenses are equal to the annualized expense ratio of 0.98%, multiplied by the average account value over the period. The Fund's ending account value on the first line in the table is based on its actual total return of (1.81%) for the period of August 2, 2004, to July 29, 2005.

July 29, 2005 (Unaudited)

AVERAGE ANNUAL TOTAL RETURNS

 

For periods ending July 29, 2005

 

 

 

 

Since Inception (December 31, 1992)

New Hampshire Municipal Fund

1 Year

5 Year

10 Year

Without sales charge

(1.81%)

3.52%

4.25%

4.66%

With sales charge (4.25%)

(5.98%)

2.63%

3.80%

4.30%

 

 

 

 

 

 

 

Since Inception (December 31, 1992)

Lehman Brothers Municipal Bond Index

1 Year

5 Year

10 Year

 

6.36%

6.48%

6.23%

6.30%

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemption of Fund shares.

The Fund's performance prior to December 19, 2003, was achieved while the Fund was managed by another investment adviser, who used different investment strategies and techniques, which may produce different investment results than those achieved by the current investment adviser. The Forum Investment Advisors, LLC, served as investment adviser to the Fund until December 19, 2003.

July 29, 2005 (Unaudited)

COMPARATIVE INDEX GRAPH(insert here)

Comparison of change in value of a $10,000 investment in the New Hampshire Municipal Fund and the Lehman Brothers Municipal Bond Index

 

New Hampshire Municipal Fund w/o Sales Charge

New Hampshire Municipal Fund w/ Max Sales Charge

Lehman Brothers Municipal Bond Index

12/31/92

$10,000

$9,575

$10,000

1993

$10,599

$10,152

$10,724

1994

$10,895

$10,436

$10,925

1995

$11,695

$11,202

$11,786

1996

$12,287

$11,770

$12,563

1997

$13,328

$12,766

$13,854

1998

$14,034

$13,442

$14,683

1999

$14,409

$13,801

$15,106

2000

$14,919

$14,290

$15,757

2001

$16,017

$15,342

$17,348

2002

$16,852

$16,142

$18,512

2003

$17,247

$16,520

$19,177

2004

$18,064

$17,302

$20,286

2005

$17,738

$16,990

$21,577

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The graph does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemptions of Fund shares.

The graph comparing your Fund's performance to a benchmark index provides you with a general sense of how your Fund performed. To put this information in context, it may be helpful to understand the special differences between the two. The Lehman Brothers index is a national index representative of the national municipal bond market, whereas the Fund concentrates its investments in New Hampshire municipal bonds. Your Fund's total return for the period shown appears with and without sales charges and includes Fund expenses and management fees. A securities index measures the performance of a theoretical portfolio. Unlike a fund, the index is unmanaged; there are no expenses that affect the results. In addition, few investors could purchase all of the securities necessary to match the index. And, if they could, they would incur transaction costs and other expenses. All Fund and benchmark returns include reinvested dividends.

July 29, 2005 (Unaudited)

MANAGEMENT OF THE FUND

The Board of Integrity Managed Portfolios consists of four Trustees. These same individuals, unless otherwise noted, also serve as Directors or Trustees for all of the funds in the Integrity family of funds, the six series of Integrity Managed Portfolios and the eight series of The Integrity Funds. Three Trustees (75% of the total) have no affiliation or business connection with the Investment Adviser or any of its affiliates. These are the "Independent" Trustees. Two of the  remaining three Trustees and/or executive officers are "interested" by virtue of their affiliation with the Investment Adviser and its affiliates.

The Independent Trustees of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Independent Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INDEPENDENT TRUSTEES

NAME, ADDRESS, AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGH SERVED

PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

Lynn W. Aas
904 NW 27th St.
Minot, ND 58703
84

Trustee

Since January 1996

Retired; Attorney; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since September 2003); and Director, First Western Bank & Trust (until May 2002).

17

None

Orlin W. Backes
15 2nd Ave SW
Suite 305
Minot, ND 58701
70

Trustee

Since January 1996

Attorney, McGee, Hankla, Backes & Dobrovolny, P.C.; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since May 2003); and Director, First Western Bank & Trust.

17

Director, First Western Bank & Trust

R. James Maxson
Town & Country Center, 1015 S Broadway
Suite 15
Minot, ND 58701
57

Trustee

Since January 1999

Attorney, Maxson Law Office (since November 2002), Attorney, McGee, Hankla, Backes & Dobrovolny, P.C. (April 2000 to November 2002); Attorney, Farhart, Lian and Maxson, P.C. (March 1976 to March 2000); Director, South Dakota Tax-Free Fund, Inc. (January 1999 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (January 1999 to June 2003) ND Tax-Free Fund, Inc. (since January 1999), Montana Tax-Free Fund, Inc. (since January 1999), and Integrity Fund of Funds, Inc. (since January 1999), and Trustee, The Integrity Funds (since May 2003).

17

None

*The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

The Interested Trustees and executive officers of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Interested Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS

NAME, ADDRESS, AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGH SERVED

PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

**Robert E. Walstad
1 N Main St
Minot, ND 58703
60

Trustee, Chairman, and President

Since January 1996

Director (since September 1987), President (September 1987 to October 2001) (September 2002 to May 2003), Integrity Mutual Funds, Inc.; Director, President and Treasurer, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc.; Director, President (since inception) and Treasurer (until May 2004), South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., Integrity Fund of Funds, Inc.; Trustee, Chairman and President (since May 2003) and Treasurer (May 2003 to May 2004), The Integrity Funds; Director, President and Treasurer (until August 2003), Integrity Funds Distributor, Inc.; Director (October 1999 to June 2003), President (October 1999 to October 2001), Magic Internet Services, Inc.; Director (May 2000 to June 2003), President (May 2000 to November 2001) (October 2002 to June 2003), ARM Securities Corporat ion; and Director, CEO, Chairman (since January 2002), President (September 2002 to December 2004), Capital Financial Services, Inc.

17

Director, Capital Financial Services, Inc.

**Peter A. Quist
1 N Main St
Minot, ND 58703
71

Vice President and Secretary

Since January 1996

Attorney; Director and Vice President, Integrity Mutual Funds, Inc.; Director, Vice President and Secretary, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc., South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc., Integrity Funds Distributor, Inc.; Vice President and Secretary, The Integrity Funds (since May 2003); and Director, ARM Securities Corporation (May 2000 to June 2003).

3

None

Brent M. Wheeler
1 N Main St
Minot, ND 58703
34

Treasurer

Since May 2004

Fund Accounting Manager, Integrity Fund Services, Inc.; Treasurer (since May 2004), The Integrity Funds and Integrity Mutual Funds.

NA

Minot State University Alumni Association

* The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

** Trustees and/or officers who are "interested persons" of the Funds as defined in the Investment Company Act of 1940. Messrs. Quist and Walstad are interested persons by virtue of being officers and Directors of the Fund's Investment Adviser and Principal Underwriter.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

Schedule of Investments July 29, 2005

Name of Issuer

Percentages represent the market value of each investment category to total net assets

Rating (Unaudited) Moody's/S&P

Coupon Rate

Maturity

 

Principal Amount

 

Market Value

 

 

 

 

 

 

 

 

NEW HAMPSHIRE MUNICIPAL BONDS (94.5%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

#Belknap Cnty., NH G.O. MBIA

Aaa/AAA

5.200%

06/15/2013

$

225,000

$

237,998

Colebrook, NH School District MBIA

Aaa/NR

4.000

07/15/2008

 

60,000

 

61,932

Concord, NH G.O.

Aa/AA

4.600

10/15/2014

 

100,000

 

105,982

Concord, NH School District FSA

Aaa/AAA

5.000

10/15/2010

 

100,000

 

101,882

Derry, NH FSA

Aaa/NR

4.800

02/01/2018

 

115,000

 

121,569

Exeter, NH G.O.

A-1/NR

6.250

01/15/2007

 

140,000

 

140,350

Exeter, NH G.O.

A-1/NR

5.300

06/15/2008

 

25,000

 

26,544

Franlin, NH G.O. MBIA

Aaa/AAA

5.200

10/01/2007

 

50,000

 

50,006

Gorham, NH G.O. FSA

Aaa/NR

4.850

04/01/2014

 

65,000

 

68,239

#Hampton, NH G.O. XLCA

Aaa/NR

4.000

12/15/2020

 

300,000

 

294,801

Hillsborough NH GO XLCA

Aaa/AAA

4.000

11/01/2020

 

100,000

 

98,323

Hillsborough NH GO XLCA

Aaa/AAA

4.000

11/01/2021

 

100,000

 

97,841

Hudson, NH G.O.

Aa-3/NR

5.250

03/15/2028

 

110,000

 

114,237

Hudson, NH School District Lot B

Aa-3/NR

7.300

12/15/2006

 

25,000

 

26,492

Hudson, NH School District Lot B

Aa-3/NR

7.300

12/15/2008

 

20,000

 

22,788

Keene, NH G.O.

Aa-3/NR

5.150

10/15/2011

 

45,000

 

47,753

Londonderry, NH

Aa-3/NR

5.400

01/15/2014

 

50,000

 

51,922

#Manchester, NH Airport Rev. MBIA

Aaa/AAA

5.000

01/01/2009

 

225,000

 

234,218

Manchester, NH Public Improvement

Aa/NR

5.500

06/01/2019

 

200,000

 

221,510

Manchester, NH Public Improvement G.O.

Aa/NR

4.500

06/01/2009

 

30,000

 

30,860

Manchester, NH School Facs. Rev. MBIA

Aaa/AAA

5.250

06/01/2009

 

250,000

 

271,563

Manchester, NH Water Rev. FGIC

Aaa/AAA

5.000

12/01/2028

 

250,000

 

263,880

New Hampshire Hgr. Educ. & Hlth. Facs. (Concord Hospital) AMBAC

Aaa/AAA

5.400

10/01/2006

 

50,000

 

51,507

New Hampshire Hgr. Educ. & Hlth. Facs. (Dartmouth College) Rev.

Aaa/AAA

5.700

06/01/2027

 

100,000

 

105,867

New Hampshire Hgr. Educ. & Hlth. Facs. (Dartmouth College) Rev.

Aaa/AAA

5.125

06/01/2028

 

260,000

 

268,788

New Hampshire Hgr. Educ. & Hlth. Facs. (Wentworth-Douglass) MBIA

Aaa/AAA

5.400

01/01/2007

 

175,000

 

175,886

New Hampshire Hlth. & Educ. Facs. (Concord Hosp.) Rev. FGIC

Aaa/NR

5.000

10/01/2024

 

250,000

 

264,920

New Hampshire Hlth. & Educ. Facs. Auth. (Exeter)

A/A+

5.100

10/01/2010

 

200,000

 

209,736

New Hampshire Hlth. & Educ. Facs. Auth. (Exeter)

A/A+

5.200

10/01/2011

 

60,000

 

63,475

New Hampshire Hlth. & Educ. Facs. Auth. (Exeter)

A/A+

5.500

10/01/2015

 

120,000

 

127,039

New Hampshire Hlth. & Educ. Facs. Auth. (Exeter)

A/A+

5.625

10/01/2016

 

20,000

 

21,360

New Hampshire Hlth. & Educ. Facs. Auth. (Univ Sys of NH) AMBAC

Aaa/AAA

5.500

07/01/2013

 

285,000

 

313,460

New Hampshire Muni Bond Bank FSA

Aaa/AAA

4.400

08/15/2016

 

100,000

 

103,281

New Hampshire Muni Bond Bank (Pinkerton Academy) AMBAC

Aaa/AAA

5.250

06/01/2007

 

5,000

 

4,990

New Hampshire State Capital Improvement G.O.

Aa/AA

5.000

04/15/2013

 

250,000

 

270,265

New Hampshire State Hsg. Finance Auth.

A/NR

4.950

01/01/2006

 

90,000

 

91,288

#New Hampshire State Hsg. Finance Auth.

Aa/A+

5.600

01/01/2006

 

150,000

 

150,170

New Hampshire State Hsg. Finance Auth.

Aa/NR

6.000

07/01/2008

 

25,000

 

25,237

*New Hampshire State Turnpike Sys. Rev.

Aaa/AAA

6.750

11/01/2011

 

175,000

 

186,820

Oyster River, NH Coop School District Lot A

Aa/NR

5.750

06/15/2007

 

50,000

 

51,016

Oyster River, NH Coop School District Lot A

Aa/NR

5.850

06/15/2008

 

100,000

 

101,516

*Rochester NH G.O. MBIA

Aaa/NR

4.750

07/15/2020

 

300,000

 

318,291

#Stratham, NH School District AMBAC

Aaa/AAA

5.100

01/15/2008

 

400,000

 

419,508

Total New Hampshire Municipal Bonds

 

 

 

 

 

$

6,015,110

 

 

 

 

 

 

 

 

GUAM MUNICIPAL BONDS (0.2%)

 

 

 

 

 

 

 

Guam Hsg. Corp. Single Family Mtg.

NR/AAA

5.750

09/01/2031

$

10,000

$

11,264

Total Guam Municipal Bonds

 

 

 

 

 

$

11,264

 

 

 

 

 

 

 

TOTAL MUNICIPAL BONDS (COST: $5,925,050)

 

 

 

 

$

6,026,374

 

 

 

 

 

 

 

SHORT-TERM SECURITIES (3.8%)

 

 

 

Shares

 

 

Wells Fargo Advantage National Tax-Free Money Market

 

 

 

240,667

$

240,667

TOTAL SHORT-TERM SECURITIES (COST: $240,667)

 

 

 

 

$

240,667

 

 

 

 

 

 

 

TOTAL INVESTMENTS IN SECURITIES (COST: $6,165,717)

 

 

 

 

$

6,267,041

OTHER ASSETS LESS LIABILITIES

 

 

 

 

 

96,242

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 

$

6,363,283

* Indicates bonds are segregated by the custodian to cover when-issued or delayed-delivery purchases.

# Indicates bonds are segregated by the custodian to cover initial margin requirements.

Non-rated (NR) securities in the Fund were investment grade when purchased.

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Assets and Liabilities July 29, 2005

ASSETS

 

 

 

Investment in securities, at value (cost: $6,165,717)

$

6,267,041

 

Variation margin on futures

 

118,719

 

Accrued interest receivable

 

53,189

 

Accrued dividends receivable

 

305

 

Receivable from manager

 

2,604

 

Prepaid expenses

 

2,808

 

 

 

 

Total Assets

$

6,444,666

 

 

 

LIABILITIES

 

 

 

Dividends payable

$

17,721

 

Accrued expenses

 

14,563

 

Payable for fund shares redeemed

 

49,099

 

 

 

 

Total Liabilities

$

81,383

 

 

 

 

 

 

NET ASSETS

$

6,363,283

 

 

 

 

 

 

Net assets are represented by:

 

 

 

Paid-in capital

$

6,552,749

 

Accumulated undistributed net realized gain (loss) on investments and futures

 

(349,574)

 

Accumulated undistributed net investment income

 

1,078

 

Unrealized appreciation on investments

 

101,324

 

Unrealized appreciation on futures

 

57,706

 

Total amount representing net assets applicable to 623,932 outstanding shares of no par common stock (unlimited shares authorized)

$

6,363,283

 

 

 

 

Net asset value per share

$

10.20

 

 

 

 

Public offering price (based on sales charge of 4.25%)

$

10.65

The accompanying notes are an integral part of these financial statements.

Statement of Operations For the year ended July 29, 2005

INVESTMENT INCOME

 

 

 

Interest

$

314,309

 

Dividends

 

5,784

 

Total Investment Income

$

320,093

 

 

 

 

EXPENSES

 

 

 

Investment advisory fees

$

38,723

 

Distribution (12b-1) fees

 

19,361

 

Transfer agent fees

 

17,950

 

Administrative service fees

 

17,950

 

Accounting service fees

 

27,806

 

Custodian fees

 

1,969

 

Professional fees

 

2,775

 

Trustees fees

 

1,843

 

Reports to shareholders

 

2,309

 

Registration and filing fees

 

1,105

 

Legal fees

 

2,272

 

Audit fees

 

5,520

 

Other

 

249

 

Total Expenses

$

139,832

 

Less expenses waived or absorbed by the Fund's manager

 

(64,102)

 

Total Net Expenses

$

75,730

 

 

 

NET INVESTMENT INCOME

$

244,363

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES

 

 

 

Net realized gain (loss) from:

 

 

 

Investment transactions

$

43,631

 

Futures transactions

 

(434,415)

 

Net change in unrealized appreciation (depreciation) of:

 

 

 

Investments

 

(100,975)

 

Futures

 

98,917

 

Net Realized And Unrealized Gain (Loss) On Investments And Futures

$

(392,842)

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

(148,479)

 

 

 

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Changes in Net Assets

For the year ended July 29, 2005 and the four month period ended July 30, 2004

 

 

For The Year Ended July 29, 2005

 

For The Four Month Period Ended July 30, 2004

 

 

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

 

 

 

 

 

Net investment income

$

244,363

$

84,208

 

Net realized gain (loss) on investment and futures transactions

 

(390,784)

 

229,404

 

Net change in unrealized appreciation (depreciation) on investments and futures

 

(2,058)

 

(163,747)

 

Net Increase (Decrease) in Net Assets Resulting From Operations

$

(148,479)

$

149,865

 

 

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

 

 

 

 

 

Dividends from net investment income ($.33 and $.11 per share, respectively)

$

(244,007)

$

(84,065)

 

Distributions from net realized gain on investment and futures transactions ($.10 and $.00 per share)

 

(72,597)

 

0

 

Total Dividends and Distributions

$

(316,604)

$

(84,065)

 

 

 

 

 

CAPITAL SHARE TRANSACTIONS

 

 

 

 

 

Proceeds from sale of shares

$

936,462

$

521,823

 

Proceeds from reinvested dividends

 

205,304

 

60,281

 

Cost of shares redeemed

 

(2,275,130)

 

(861,357)

 

Net Increase (Decrease) in Net Assets Resulting From Capital Share Transactions

$

(1,133,364)

$

(279,253)

 

 

 

 

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

$

(1,598,447)

$

(213,453)

 

 

 

 

 

NET ASSETS, BEGINNING OF PERIOD

 

7,961,730

 

8,175,183

 

 

 

 

 

NET ASSETS, END OF PERIOD

$

6,363,283

$

7,961,730

The accompanying notes are an integral part of these financial statements.

Notes to Financial StatementsJuly 29, 2005

Note 1. ORGANIZATION

Business operations - The New Hampshire Municipal Fund (the "Fund") is an investment portfolio of Integrity Managed Portfolios (the "Trust") registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Trust may offer multiple portfolios; currently six portfolios are offered. Integrity Managed Portfolios is an unincorporated business trust organized under Massachusetts law on August 10, 1990. The investment objective of the Fund is to provide its shareholders with as high a level of current income exempt from both federal and New Hampshire state interest and dividend tax as is consistent with preservation of capital. The Fund will seek to achieve this objective by investing primarily in a portfolio of New Hampshire municipal securities.

On December 19, 2003, the New Hampshire Municipal Fund became a series of the Integrity Managed Portfolios. Prior to this the Fund was part of the Forum Funds and was named the New Hampshire TaxSaver Bond Fund. The New Hampshire TaxSaver Bond Fund commenced operations on December 31, 1992. The Forum Funds is a Delaware business trust that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended.

Shares of the Fund are offered at net asset value plus a maximum sales charge of 4.25% of the offering price.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment security valuation - Securities for which quotations are not readily available (which will constitute a majority of the securities held by the Fund) are valued using a matrix system at fair value as determined by Integrity Money Management. The matrix system has been developed based on procedures approved by the Board of Trustees which include consideration of the following: yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, and indications as to value from dealers and general market conditions. Because the market value of securities can only be established by agreement between parties in a sales transaction, and because of the uncertainty inherent in the valuation process, the fair values as determined may differ from the values that would have been used had a ready market for the securities existed. The Fund follows industry practice and records security transactions on the trade date.

The Fund concentrates its investments in a single state. This concentration may result in the Fund investing a relatively high percentage of its assets in a limited number of issuers.

When-issued securities - The Fund may purchase securities on a when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the securities purchased on a when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Contingent Deferred Sales Charge ("CDSC") - In the case of investments of $1 million or more, a 1.00% CDSC may be assessed on shares redeemed within 12 months of purchase (excluding shares purchased with reinvested dividends and/or distributions).

Federal and state income taxes - The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its net investment income and any net realized gain on investments to its shareholders. Therefore, no provision for income taxes is required.

The tax character of distributions paid was as follows:

 

 

July 29, 2005

 

July 30, 2004

Tax-exempt income

$

$244,007

$

$84,065

Ordinary income

 

0

 

0

Long-term capital gains

 

$72,597

 

0

Total

$

$316,604

$

$84,065

As of July 29, 2005, the components of accumulated earnings/(deficit) on a tax basis was as follows:

Undistributed Ordinary Income

Undistributed Long-Term Capital Gains

Accumulated Earnings

Accumulated Capital and Other Losses

Unrealized Appreciation/ (Depreciation)

Total Accumulated Earnings/(Deficit)

$0

$0

$0

($291,868)

$102,402

($189,466)

The Fund has unexpired capital loss carryforwards for tax purposes as of July 29, 2005, totaling $176,767, which may be used to offset capital gains. The capital loss carryforward amounts will expire in each of the years ended July 31 as shown in the table below.

Year

Unexpired Capital Losses

2013

$176,767

For the year ended July 29, 2005, the Fund made no permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to expiring capital loss carryforwards.

Net capital losses incurred after October 31, and within the tax year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended July 29, 2005, the Fund deferred to August 1, 2005 post October capital losses, post October currency losses and post October passive foreign investment company losses of $115,101.

Distributions to shareholders - Dividends from net investment income, declared daily and paid monthly, are reinvested in additional shares of the Fund at net asset value or paid in cash. Capital gains, when available, are distributed at least annually.

Premiums and discounts - Premiums and discounts on municipal securities are amortized for financial reporting purposes.

Other - Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with federal income tax regulations and may differ from net investment income and realized gains determined in accordance with accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatment for market discount, capital loss carryforwards and losses due to wash sales and futures transactions.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary book and tax basis differences will reverse in a subsequent period.

Futures contracts - The Fund may purchase and sell financial futures contracts to hedge against changes in the values of tax-exempt municipal securities the Fund owns or expects to purchase.

A futures contract is an agreement between two parties to buy or sell units of a particular index or a certain amount of U.S. government or municipal securities at a set price on a future date. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirement of the futures exchange on which the contract is traded. Subsequent payments ("variation margin") are made or received by the Fund, dependent on the fluctuations in the value of the underlying index. Daily fluctuations in value are recorded for financial reporting purposes as unrealized gains or losses by the Fund. When entering into a closing transaction, the Fund will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contracts sold and the futures contracts to buy. Unrealized appreciation (depreciation) related to open futures contrac ts is required to be treated as a realized gain (loss) for Federal income tax purposes.

Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Schedule of Investments. The Statement of Assets and Liabilities reflects a receivable or payable for the daily mark to market for variation margin.

Certain risks may arise upon entering into futures contracts. These risks may include changes in the value of the futures contracts that may not directly correlate with changes in the value of the underlying securities.

At July 29, 2005, the Fund had outstanding futures contracts to sell debt securities as follows:

Contracts to Sell

Expiration Date

Number of Futures Contracts

Valuation as of July 29, 2005

Unrealized Appreciation (Depreciation)

U.S. Treasury Bonds

09/2005

29

$118,719

$57,706

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3. CAPITAL SHARE TRANSACTIONS

As of July 29, 2005, there were unlimited shares of no par authorized; 623,932 and 736,134 shares were outstanding at July 29, 2005, and July 30, 2004, respectively.

Transactions in capital shares were as follows:

 

Shares

 

For The Year Ended July 29, 2005

For The Four Month Period Ended July 30, 2004

 

Shares sold

89,280

48,247

Shares issued on reinvestment of dividends

19,557

5,590

Shares redeemed

(221,039)

(79,729)

Net increase (decrease)

(112,202)

(25,892)

Note 4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Integrity Money Management, the Fund's investment adviser; Integrity Funds Distributor, the Fund's underwriter; and Integrity Fund Services, the Fund's transfer, accounting, and administrative services agent, are subsidiaries of Integrity Mutual Funds, Inc.

The Fund has engaged Integrity Money Management to provide investment advisory and management services to the Fund. The Investment Advisory Agreement provides for fees to be computed at an annual rate of 0.50% of the Fund's average daily net assets. All investment advisory fees were waived for the year ended July 29, 2005. Certain officers and trustees of the Fund are also officers and directors of the investment adviser.

Under the terms of the advisory agreement, the investment adviser has agreed to pay all the expenses of the Fund (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 adviser. Accordingly, after fee waivers and expense reimbursements, the Fund's total annual operating expenses were 0.98% for the year ended July 29, 2005.

Principal Underwriter and Shareholder Services

The Fund pays an annual service fee to Integrity Funds Distributor, its principal underwriter, for certain expenses incurred in connection with the distribution of the Fund's shares. The annual fee paid to Integrity Funds Distributor is calculated daily and paid monthly by the Fund at the annual rate of 0.25% of the average daily net assets of the Fund. The Fund has recognized $19,361 of service fee expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Funds Distributor of $1,351 at July 29, 2005, for service fees.

Integrity Fund Services provides shareholder services for a fee that varies according to the size of the Fund and is reimbursed for out-of-pocket expenses. An additional fee with a minimum of $500 per month is charged for each additional share class. The Fund has recognized $17,950 of transfer agent fees and expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $1,450 at July 29, 2005 for transfer agent fees. Integrity Fund Services also acts as the Fund's accounting services agent for a monthly fee equal to the sum of a fixed fee of $2,000, and a variable fee equal to 0.05% of the Fund's average daily net assets on an annual basis for the Fund's first $50 million and at a lower rate on the average daily net assets in excess of $50 million, together with reimbursement of out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $27,806 of accounting service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $2,204 at July 29, 2005, for accounting service fees. Integrity Fund Services also acts as administrator for the Fund. The Fund pays to Integrity Fund Services a monthly fee calculated at the rate of 0.10% of average daily net assets with a minimum of $1,500 per month plus out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $17,950 of administrative service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $1,450 at July 29, 2005, for administrative service fees.

Note 5. INVESTMENT SECURITY TRANSACTIONS

The cost of purchases and proceeds from sales of investment securities (excluding short-term securities) aggregated $1,290,876 and $2,735,270, respectively, for the year ended July 29, 2005.

Note 6. INVESTMENT IN SECURITIES

At July 29, 2005, the aggregate cost of securities for federal income tax purposes was substantially the same for financial reporting purposes at $6,165,717. The net unrealized appreciation of investments based on the cost was $101,324, which is comprised of $127,723 aggregate gross unrealized appreciation and $26,399 aggregate gross unrealized depreciation.

Financial Highlights

Selected per share data and ratios for the period indicated

 

 

For The Year Ended July 29, 2005

 

For The Four Month Period Ended July 30, 2004

 

For The Year Ended March 31, 2004

 

For The Year Ended March 31, 2003

 

For The Year Ended March 31, 2002

 

For The Year Ended March 31, 2001

NET ASSET VALUE, BEGINNING OF PERIOD

$

10.82

$

10.73

$

10.88

$

10.65

$

10.74

$

10.33

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

$

.33

$

.11

$

.37

$

.40

$

.42

$

.44

 

Net realized and unrealized gain (loss) on investment and futures transactions

 

(.52)

 

.09

 

(.15)

 

.30

 

(.09)

 

.41

 

Total Income (Loss) From Investment Operations

$

(.19)

$

.20

$

.22

$

.70

$

.33

$

.85

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends from net investment income

$

(.33)

$

(.11)

$

(.37)

$

(.40)

$

(.42)

$

(.44)

 

Distributions from net capital gains

 

(.10)

 

.00

 

.00

 

(.07)

 

.00

 

.00

 

Total Distributions

$

(.43)

$

(.11)

$

(.37)

$

(.47)

$

(.42)

$

(.44)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET ASSET VALUE, END OF PERIOD

$

10.20

$

10.82

$

10.73

$

10.88

$

10.65

$

10.74

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

(1.81 %)(A)

 

5.69%(A)(C)

 

2.06%(A)

 

6.65%(A)

 

3.11%(A)

 

8.41%(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS/SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period (in thousands)

$

6,363

$

7,962

$

8,175

$

10,198

$

11,843

$

12,626

 

Ratio of net expenses (after expense assumption) to average net assets

 

0.98%(B)

 

0.95%(B)

 

0.95%(B)

 

0.95%(B)

 

0.95%(B)

 

0.84%(B)

 

Ratio of net investment income to average net assets

 

3.14%

 

3.12%

 

3.44%

 

3.71%

 

3.88%

 

4.18%

 

Portfolio turnover rate

 

17.94%

 

10.02%

 

41.53%

 

20.00%

 

21.00%

 

24.00%

(A) Excludes maximum sales charge of 4.25%.

(B) During the periods since March 31, 2004, Integrity Money Management assumed/waived expenses of $64,102 and $23,856. If the expenses had not been assumed/waived, the annualized ratio of total expenses to average net assets would have been 1.80% and 1.84%. For the period 4/1/03 through 12/19/03, Forum Administrative Services and Forum Investment Advisors assumed/waived expenses of $62,210. For the period from 12/20/03 through 3/31/04, Integrity Money Management assumed/waived expenses of $21,859. If the expenses had not been assumed/waived, the annualized ratio of total expenses to average net assets for the year would have been 1.86%. In prior years, Forum Administrative Services, Forum Investment Advisors, Forum Shareholder Services, and Forum Accounting Services assumed/waived expenses of $106,577 (2003), $112,886 (2002), and $116,491 (2001). If the expenses had not been assumed/waived, the annualized ratio of total expenses to average net assets would have been 2.03%, 1.86%, an d 1.82%, respectively.

(C) Ratio is annualized.

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions.

The accompanying notes are an integral part of these financial statements.

TAX INFORMATION For The Year Ended July 29, 2005 (Unaudited)

We are required to advise you within 60 days of the Fund's fiscal year-end regarding the federal tax status of distributions received by shareholders during such fiscal year. The distributions made during the fiscal year by the Fund were earned from the following sources:

 

 

 

Dividends and Distributions Per Share

To Shareholders of Record

 

Payment Date

 

From Net Investment Income

 

From Net Realized Short-Term Gains

 

From Net Realized Long-Term Gains

August 31, 2004

 

August 31, 2004

$

.029909

 

-

 

-

September 30, 2004

 

September 30, 2004

$

.029650

 

-

 

-

October 29, 2004

 

October 29, 2004

$

.027317

 

-

 

-

November 30, 2004

 

November 30, 2004

$

.028983

 

-

 

-

December 30, 2004

 

December 30, 2004

$

-

 

-

 

.097674

December 31, 2004

 

December 31, 2004

$

.027281

 

-

 

-

January 31, 2005

 

January 31, 2005

$

.027709

 

-

 

-

February 28, 2005

 

February 28, 2005

$

.026238

 

-

 

-

March 31, 2005

 

March 31, 2005

$

.026205

 

-

 

-

April 29, 2005

 

April 29, 2005

$

.026072

 

-

 

-

May 31, 2005

 

May 31, 2005

$

.028238

 

-

 

-

June 30, 2005

 

June 30, 2005

$

.025111

 

-

 

-

July 29, 2005

 

July 29, 2005

$

.027101

 

-

 

-

Shareholders should consult their tax advisors.

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Trustees of New Hampshire Municipal Fund

We have audited the accompanying statement of assets and liabilities of the New Hampshire Municipal Fund (one of the portfolios constituting the Integrity Managed Portfolios), including the schedule of investments as of July 29, 2005, the related statement of operations for the year then ended, the statement of changes in net assets for the year ended July 29, 2005 and the four month period ended July 30, 2004, and the financial highlights for the year ended July 29, 2005, the four month period ended July 30, 2004 and the year ended March 31, 2004. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the years ended March 31, 2003, 2002, 2001, and 2000, were audited by other auditors whose report dated May 16, 2003 expressed an unqualified opinion on the respe ctive highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 29, 2005 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The New Hampshire Municipal Fund of the Integrity Managed Portfolios as of July 29, 2005, the results of its operations for the year then ended, the changes in its net assets for the year ended July 29, 2005 and the four month period ended July 30, 2004 and the financial highlights for the year ended July 29, 2005, the four month period ended July 30, 2004, and the year ended March 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

BRADY, MARTZ & ASSOCIATES, P.C.

Minot, North Dakota USA

September 2, 2005

Oklahoma Municipal Fund

Dear Shareholder:

Enclosed is the annual report of the Oklahoma Municipal Fund (the "Fund") for the year ended July 29, 2005. The Fund's portfolio and related financial statements are presented within for your review.

The central theme of the 1990's economy was its ability to grow without aggravating inflation. Falling interest rate yields, declining unemployment, lack of recessions, a persistently rising stock market and a surplus government budget were a direct outcome of this period. While inflation continued to decline, interest rates moved lower. The Federal Reserve never had to tighten aggressively since inflationary pressures never became overwhelming.

Today, after more than 20 years of growing without a major inflationary episode, the 10-year Treasury bond yield has languished around 4 percent despite two years of solid real GDP growth, a record-setting surge in oil prices, a 75 percent advance in industrial commodity prices and a booming housing market.

This may also explain why the Federal Reserve has proclaimed it can be "patient" and "measured" in its approach to raising rates, despite the fact they have raised the federal funds target rate from a four-decade low of 1% to 3.25% at the end of June.

While rising interest rates are generally troublesome for longer-term fixed income securities, since bond prices decline as rates are expected to rise, longer-term yields have fallen during the period as the 10-year Treasury bond yield ended the period at 4.28% after beginning the period at 4.46%. This "conundrum" as Federal Reserve Chairman Alan Greenspan refers to it, can be attributed to massive Asian and oil producing nations buying dollar denominated assets, i.e. government bonds. These purchases may decline as China recently revalued its currency, "the Yuan". One scenario of this change would reduce China's huge purchases of U.S. dollars and U.S. bonds and, as a result, American interest rates could be forced higher.

Given our concerns that inflationary trends are growing and the Federal Reserve will continue to be accommodative, our strategy is to focus on bonds with higher coupons. The Fund's average coupon as of July 29, 2005 was 5.29%, maintaining a lower average maturity life of 18 years and a short position in U.S. Treasury futures. Although this conservative strategy at times limits the Fund's full participation in market rallies, it preserves principal in market downturns. As of this report, interest rates have moved higher as economic reports continue to show growth in the economy.

The Oklahoma Municipal Fund began the period at $11.07 per share and ended the period at $11.00 per share for a total return of 3.02% (without sales charge). This compares to the Lehman Brothers Municipal Bond Index's return of 6.36% for the period.

An important part of the Fund's strategy includes searching the primary and secondary markets for high quality, double tax-exempt issues. Credit quality for the period was: AAA 67%, AA 15%, A 10%, BBB 5% and NR 3%. Income exempt from federal and Oklahoma state income taxes with preservation of capital remain the primary objectives of the Fund.

If you would like more frequent updates, visit our website at www.integrityfunds.com for daily prices along with pertinent fund information.

Sincerely,

The Portfolio Management Team

The views expressed are those of Monte Avery, Chief Portfolio Strategist with Integrity Mutual Funds. The views are subject to change at any time in response to changing circumstances in the market and are not intended to predict or guarantee the future performance of any individual security, market sector or the markets generally, or any Integrity Mutual Fund.

Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance.

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

Bond prices and, therefore, the value of bond funds decline as interest rates rise. Because the Fund invests in securities of a single state, the Fund is more susceptible to factors adversely impacting the respective state securities more so than a municipal bond fund that does not concentrate its securities in a single state.

PROXY VOTING ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-276-1262. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available through Integrity's website at www.integrityfunds.com. This information is also available from the EDGAR database on the Securities and Exchange Commission's ("SEC's") Internet site at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund's second and fourth fiscal quarters on the Form N-CSR(s). The annual and semiannual reports are filed electronically with the SEC and are delivered to the Fund shareholders. The Fund also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q and N-CSR(s) are available on the SEC's website at www.sec.gov. The Fund's Forms N-Q and N-CSR(s) may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and the information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. You may also access this information from Integrity's website at www.integrityfunds.com.

Terms & Definitions July 29, 2005 (Unaudited)

Appreciation

The increase in value of an asset.

Average Annual Total Return

A standardized measurement of the return (yield and appreciation) earned by the fund on an annual basis, assuming all distributions are reinvested.

Coupon Rate or Face Rate

The rate of interest payable annually, based on the face amount of the bond; expressed as a percentage.

Depreciation

The decrease in value of an asset.

Lehman Brothers Municipal Bond Index

An unmanaged list of long-term, fixed-rate, investment-grade, tax-exempt bonds representative of the municipal bond market. The index does not take into account brokerage commissions or other costs, may include bonds different from those in the fund, and may pose different risks than the fund.

Market Value

The actual (or estimated) price at which a bond trades in the market place.

Maturity

A measure of the term or life of a bond in years. When a bond "matures," the issuer repays the principal.

Net Asset Value (NAV)

The value of all your fund's assets, minus any liabilities, divided by the number of outstanding shares, not including any initial sales charge.

Quality Ratings

A designation assigned by independent rating companies to give a relative indication of a bond's credit worthiness. "AAA," "AA," "A," and "BBB" indicate investment grade securities. Ratings can range from a high of "AAA" to a low of "D".

Total Return

Measures both the net investment income and any realized and unrealized appreciation or depreciation of the underlying investments in the fund's portfolio for the period, assuming the reinvestment of all dividends. It represents the aggregate percentage or dollar value change over the period.

July 29, 2005 (Unaudited)

PERFORMANCE AND COMPOSITION

PORTFOLIO QUALITY RATINGS

(Based on Total Long-Term Investments)

AAA

67.1%

AA

15.3%

A

9.3%

BBB

5.2%

NR

3.1%

Quality ratings reflect the financial strength of the issuer. They are assigned by independent rating services such as Moody's Investors Services and Standard & Poor's. Non-rated bonds have been determined to be of appropriate quality for the portfolio by Integrity Money Management, Inc. ("Integrity Money Management" or "Adviser"), the investment adviser.

These percentages are subject to change.

PORTFOLIO MARKET SECTORS

(As a % of Net Assets)

S-School

36.7%

U-Utilities

17.3%

T-Transportation

11.1%

O-Other

9.5%

W/S-Water/Sewer

8.3%

HC-Health Care

7.9%

G-Government

7.0%

I-Industrial

2.2%

Market sectors are breakdowns of the Fund's portfolio holdings into specific investment classes.

These percentages are subject to change.

July 29, 2005 (Unaudited)

DISCLOSURE OF FUND EXPENSES

The Example below is intended to describe the fees and expenses borne by shareholders and the impact of those costs on your investment.

EXAMPLE

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), redemption fees and exchange fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 2, 2004 to July 29, 2005.

The example illustrates your fund's costs in two ways:

Actual expenses

The section in the table under the heading "Actual" provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate column for your share class, in the column entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The section in the table under the heading "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the section in the table under the heading "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Beginning Account Value 08/02/04

Ending Account Value 07/29/05

Expenses Paid During Period*

Actual

 

 

 

Class A

$1,000.00

$1,030.20

$ 9.95

Hypothetical (5% return before expenses)

 

 

 

Class A

$1,000.00

$1,040.20

$10.00

* Expenses are equal to the annualized expense ratio of 0.98%, multiplied by the average account value over the period. The Fund's ending account value on the first line in the table is based on its actual total return of 3.02% for the period of August 2, 2004 to July 29, 2005.

July 29, 2005 (Unaudited)

AVERAGE ANNUAL TOTAL RETURNS

 

For periods ending July 29, 2005

 

 

 

 

Since Inception (September 25, 1996)

Oklahoma Municipal Fund

1 Year

5 Year

10 Year

Without sales charge

3.02%

4.39%

N/A

4.24%

With sales charge (4.25%)

(1.35%)

3.49%

N/A

3.73%

 

 

 

 

 

 

 

Since Inception (September 25, 1996)

Lehman Brothers Municipal Bond Index

1 Year

5 Year

10 Year

 

6.36%

6.48%

N/A

6.31%

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemption of Fund shares.

July 29, 2005 (Unaudited)

COMPARATIVE INDEX GRAPH (INSERT HERE)

Comparison of change in value of a $10,000 investment in the Oklahoma Municipal Fund and the Lehman Brothers Municipal Bond Index

 

Oklahoma Municipal Fund w/o Sales Charge

Oklahoma Municipal Fund w/ Max Sales Charge

Lehman Brothers Municipal Bond Index

09/25/1996

$10,000

$9,575

$10,000

1997

$10,779

$10,321

$11,029

1998

$11,186

$10,711

$11,689

1999

$11,662

$11,166

$12,026

2000

$11,648

$11,153

$12,545

2001

$12,787

$12,243

$13,811

2002

$13,484

$12,911

$14,737

2003

$13,522

$12,947

$15,267

2004

$14,017

$13,422

$16,150

2005

$14,440

$13,827

$17,178

Putting Performance into Perspective

Performance data quoted above is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. You can obtain performance data current to the most recent month end (available within seven business days of the most recent month end) by calling 1-800-276-1262.

You should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. For this and other important information, please obtain a fund prospectus at no cost from your financial adviser and read it carefully before investing.

The graph does not reflect the deduction of taxes that a shareholder would pay on Fund distributions and redemptions of Fund shares.

The graph comparing your Fund's performance to a benchmark index provides you with a general sense of how your Fund performed. To put this information in context, it may be helpful to understand the special differences between the two. The Lehman Brothers index is a national index representative of the national municipal bond market, whereas the Fund concentrates its investments in Oklahoma municipal bonds. Your Fund's total return for the period shown appears with and without sales charges and includes Fund expenses and management fees. A securities index measures the performance of a theoretical portfolio. Unlike a fund, the index is unmanaged; there are no expenses that affect the results. In addition, few investors could purchase all of the securities necessary to match the index. And, if they could, they would incur transaction costs and other expenses. All Fund and benchmark returns include reinvested dividends.

July 29, 2005 (Unaudited)

MANAGEMENT OF THE FUND

The Board of Integrity Managed Portfolios consists of four Trustees. These same individuals, unless otherwise noted, also serve as Directors or Trustees for all of the funds in the Integrity family of funds, the six series of Integrity Managed Portfolios and the eight series of The Integrity Funds. Three Trustees (75% of the total) have no affiliation or business connection with the Investment Adviser or any of its affiliates. These are the "Independent" Trustees. Two of the  remaining three Trustees and/or executive officers are "interested" by virtue of their affiliation with the Investment Adviser and its affiliates.

The Independent Trustees of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Independent Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INDEPENDENT TRUSTEES

NAME, ADDRESS AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGTH SERVED

PRINCIPAL OCCUPATION(S) FOR THE LAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

Lynn W. Aas
904 27th St NW
Minot, ND 58703
84

Trustee

Since January 1996

Retired; Attorney; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since September 2003); and Director, First Western Bank & Trust (until May 2002).

17

None

Orlin W. Backes
15 2nd Ave SW
Suite 305
Minot, ND 58701
70

Trustee

Since January 1996

Attorney, McGee, Hankla, Backes & Dobrovolny, P.C.; Director, South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc.; Trustee, The Integrity Funds (since May 2003); and Director, First Western Bank & Trust.

17

Director, First Western Bank & Trust

R. James Maxson
Town & Country Center, 1015 S. Broadway Suite 15
Minot, ND 58701
57

Trustee

Since January 1999

Attorney, Maxson Law Office (since November 2002), Attorney, McGee, Hankla, Backes & Dobrovolny, P.C. (April 2000 to November 2002); Attorney, Farhart, Lian and Maxson, P.C. (March 1976 to March 2000); Director, South Dakota Tax-Free Fund, Inc. (January 1999 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (January 1999 to June 2003) ND Tax-Free Fund, Inc. (since January 1999), Montana Tax-Free Fund, Inc. (since January 1999), and Integrity Fund of Funds, Inc. (since January 1999), and Trustee, The Integrity Funds (since May 2003).

17

None

*The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

The Interested Trustees and executive officers of the Fund, their term of office and length of time served, their principal occupation(s) during the past five years, the number of portfolios overseen in the Fund Complex by each Interested Trustee and other directorships, if any, held outside the Fund Complex, are shown below.

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS

NAME, ADDRESS AND AGE

POSITION(S) HELD WITH REGISTRANT

TERM AND LENGTH SERVED

PRINCIPAL OCCUPATION(S) FOR THE LAST 5 YEARS

NUMBER OF PORTFOLIOS OVERSEEN IN THE FUND COMPLEX*

OTHER DIRECTORSHIPS HELD OUTSIDE THE FUND COMPLEX

**Robert E. Walstad
1 N Main St
Minot, ND 58703
60

Trustee, Chairman, and President

Since January 1996

Director (since September 1987), President (September 1987 to October 2001) (September 2002 to May 2003), Integrity Mutual Funds, Inc.; Director, President and Treasurer, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc.; Director, President (since inception) and Treasurer (until May 2004), South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., Integrity Fund of Funds, Inc.; Trustee, Chairman and President (since May 2003) and Treasurer (May 2003 to May 2004), The Integrity Funds; Director, President and Treasurer (until August 2003), Integrity Funds Distributor, Inc.; Director (October 1999 to June 2003), President (October 1999 to October 2001), Magic Internet Services, Inc.; Director (May 2000 to June 2003), President (May 2000 to November 2001) (October 2002 to June 2003), ARM Securities Corporat ion; and Director, CEO, Chairman (since January 2002), President (September 2002 to December 2004), Capital Financial Services, Inc.

17

Director, Capital Financial Services, Inc.

**Peter A. Quist
1 N Main St
Minot, ND 58703
71

Vice President and Secretary

Since January 1996

Attorney; Director and Vice President, Integrity Mutual Funds, Inc.; Director, Vice President and Secretary, Integrity Money Management, Inc., ND Capital, Inc. (until September 2004), Integrity Fund Services, Inc., South Dakota Tax-Free Fund, Inc. (April 1995 to June 2004), Integrity Small-Cap Fund of Funds, Inc. (September 1998 to June 2003), ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and Integrity Fund of Funds, Inc., Integrity Funds Distributor, Inc.; Vice President and Secretary, The Integrity Funds (since May 2003); and Director, ARM Securities Corporation (May 2000 to June 2003).

3

None

Brent M. Wheeler
1 N Main St
Minot, ND 58703
34

Treasurer

Since May 2004

 Fund Accounting Manager, Integrity Fund Services, Inc.; Treasurer (since May 2004), The Integrity Funds and Integrity Mutual Funds.

NA

Minot State University Alumni Association

* The Fund Complex consists of the three funds in the Integrity family of funds, the six series of Integrity Managed Portfolios, and the eight series of The Integrity Funds.

** Trustees and/or officers who are "interested persons" of the Funds as defined in the Investment Company Act of 1940. Messrs. Quist and Walstad are interested persons by virtue of being officers and Directors of the Fund's Investment Adviser and Principal Underwriter.

Trustees and officers of the Fund serve until their resignation, removal or retirement.

The Statement of Additional Information contains more information about the Fund's Trustees and is available without charge upon request, by calling Integrity Funds Distributor, Inc. at 1(800) 276-1262.

Schedule of Investments July 29, 2005

Name of Issuer

Percentages represent the market value of each investment category to total net assets

Rating (Unaudited)Moody's S&P

Coupon Rate

Maturity

 

Principal Amount

 

Market Value

 

 

 

 

 

 

 

 

OKLAHOMA MUNICIPAL BONDS (95.5%)

 

 

 

 

 

 

 

Alva, OK Hosp. Auth. (Sales Tax Rev) Radian (Xcel)

Aa-3/AA

5.250%

06/01/2025

$

200,000

$

209,574

Claremore, OK Student Hsg. Rev. (Rogers University) ACA

NR/A

5.750

09/01/2034

 

500,000

 

520,465

Claremore Public Works Auth. Capital Improvement Rev. FSA

Aaa/AAA

5.250

06/01/2027

 

500,000

 

547,000

Durant, OK Community Fac. Auth. Sales Tax Rev. XLCA

Aaa/AAA

5.500

11/01/2019

 

500,000

 

555,540

Edmond Economic Dev. Auth., OK Student Housing Rev.

Baa-3/NR

5.375

12/01/2019

 

200,000

 

195,642

#Edmond Economic Dev. Auth., OK Student Housing Rev.

Baa-3/NR

5.500

12/01/2028

 

865,000

 

833,376

Edmond Public Works Auth. AMBAC

Aaa/AAA

4.850

01/01/2024

 

155,000

 

161,575

Edmond Public Works Sales Tax & Utility Rev. AMBAC

Aaa/AAA

4.750

07/01/2023

 

200,000

 

207,330

Garfield Cty., Criminal Justice Auth. (Enid, OK) Rev. MBIA

Aaa/NR

4.500

04/01/2018

 

250,000

 

256,630

*Grand River Dam Auth., OK Rev. AMBAC

Aaa/AAA

6.250

06/01/2011

 

210,000

 

239,946

Grand River Dam Auth., OK Rev. Ref. AMBAC

Aaa/AAA

5.500

06/01/2013

 

700,000

 

790,412

Grand River Dam Auth., OK FSA

Aaa/AAA

5.000

06/01/2012

 

500,000

 

548,870

Jackson Cty, OK Sales Tax Rev. AMBAC

Aaa/AAA

5.000

10/01/2022

 

500,000

 

523,565

Jenks Aquarium Auth. Rev. MBIA

Aaa/AAA

5.250

07/01/2029

 

500,000

 

543,380

Mannford Public Works Auth.

NR/BBB+

6.000

04/01/2027

 

300,000

 

322,221

Mannford Public Works Auth.

NR/BBB+

5.900

04/01/2032

 

250,000

 

266,470

McAlester, OK Public Works Auth. FSA

Aaa/NR

5.100

02/01/2030

 

100,000

 

104,749

Midwest City, OK Capital Impvt. MBIA

Aaa/AAA

5.375

09/01/2024

 

500,000

 

548,500

Norman, OK (Regl. Hospital) Auth. Asset Guaranty

NR/AA

5.250

09/01/2016

 

180,000

 

192,447

OK Agric. & Mech. Colleges (OK St. Univ.) Athletic Facs. AMBAC

Aaa/NR

5.000

08/01/2024

 

300,000

 

307,410

*OK Board of Regents (Oklahoma City Community College) Student Rev. AMBAC

Aaa/AAA

5.550

07/01/2022

 

750,000

 

816,705

Oklahoma City, OK Public Auth. (OKC Fairgrounds Fac.) FGIC

Aaa/AAA

5.500

10/01/2019

 

250,000

 

277,218

Oklahoma City, OK Water Utility Trust (Water & Sewer) Rev. FGIC

Aaa/AAA

5.000

07/01/2029

 

400,000

 

419,168

OK Colleges Board of Regents (NE State Univ. Ctr.) Rev. FSA

Aaa/AAA

5.100

03/01/2016

 

140,000

 

145,267

OK Colleges Board of Regents (NE State Univ. Ctr.) Rev. FSA

Aaa/AAA

5.150

03/01/2021

 

100,000

 

103,991

OK Board of Regents (Univ. of Central OK) AMBAC

Aaa/AAA

5.600

08/01/2020

 

150,000

 

163,564

OK Board of Regents (Univ. of Central OK) AMBAC

Aaa/AAA

5.700

08/01/2025

 

390,000

 

433,723

OK Colleges Board of Regents (East Central Univ.) AMBAC

Aaa/NR

4.350

08/01/2022

 

115,000

 

115,822

OK Colleges Board of Regents (East Central Univ.) AMBAC

Aaa/NR

4.400

08/01/2023

 

115,000

 

116,210

OK Colleges Board of Regents (NE St. Univ.) Rev. FGIC

Aaa/AAA

4.250

04/01/2023

 

150,000

 

149,862

OK Board of Regents (Univ. of Central OK Parking) Rev. AMBAC

Aaa/NR

4.125

06/01/2023

 

250,000

 

245,000

OK Devl. Finance Auth. (DHS Lease Rev.) Series 2000A MBIA

Aaa/NR

5.600

03/01/2015

 

280,000

 

294,977

OK Devl. Finance Auth. (Lease Rev.) Law Enforcement MBIA

Aaa/AAA

5.100

06/01/2027

 

120,000

 

127,435

OK Devl. Finance Auth. (OK State Syst. Higher Ed.) AMBAC

Aaa/AAA

4.900

12/01/2022

 

200,000

 

209,826

OK Devl. Finance Auth. OK Dept. of Corrections (McLoud Fac.) FGIC

Aaa/AAA

4.600

04/01/2022

 

250,000

 

256,190

OK Devl. Finance Auth. OK Dept. of Corrections (McLoud Fac.) FGIC

Aaa/AAA

4.650

04/01/2023

 

250,000

 

256,153

OK Housing Finance Agency Single Family Homeownership

Aaa/NR

5.250

09/01/2021

 

140,000

 

143,492

*OK Housing Finance Agency Single Family Homeownership GNMA

Aaa/NR

5.375

03/01/2020

 

90,000

 

92,734

OK Housing Finance Agency Single Family Homeownership GNMA/FNMA

Aaa/NR

5.850

09/01/2020

 

55,000

 

56,460

OK Devl. Finance Auth. (Southern Nazarene Univ.) Rev.

NR/NR

5.750

03/01/2013

 

400,000

 

412,464

#OK Devl. Finance Auth. (Southern Nazarene Univ.) Rev.

NR/NR

6.000

03/01/2018

 

600,000

 

618,888

OK Devl. Finance Auth. (St. Ann's Retirement Village) Rev. MBIA

Aaa/NR

5.000

12/01/2028

 

500,000

 

523,130

OK Devl. Finance Auth. (St. John Health Syst.) Rev. Ref.

Aa-3/AA

5.750

02/15/2025

 

500,000

 

537,785

OK Devl. Finance Auth. (St. John Health Syst.) Rev. Ref.

Aa-3/AA

6.000

02/15/2029

 

400,000

 

439,024

OK Devl. Finance Auth. (St. John Health Syst.) MBIA

Aaa/AAA

5.750

02/15/2025

 

200,000

 

216,148

OK Devl. Finance Auth. (Comanche County Hosp.)

NR/BBB-

5.625

07/01/2009

 

105,000

 

111,034

OK Devl. Finance Auth. (Seminole State College)

NR/AA

5.125

12/01/2027

 

150,000

 

159,908

OK Devl. Finance Auth. (Langston Univ. Stadium)

NR/AA

5.000

07/01/2027

 

250,000

 

263,348

*OK Devl. Finance Auth. (Oklahoma City Univ.) Rev. Ref. AMBAC

Aaa/AAA

5.125

06/01/2017

 

555,000

 

585,653

#OK State G.O. (OK Building Commission) FGIC

Aaa/AAA

5.000

07/15/2018

 

1,600,000

 

1,731,424

OK Capital Impvt. Auth. (State Highway) Rev. MBIA

Aaa/AAA

5.000

06/01/2014

 

250,000

 

271,307

*OK State Indl. Finance Auth. G.O.

Aa-3/NR

6.050

02/01/2015

 

285,000

 

294,186

OK Devl. Finance Auth. (Integris Baptist Medical Center) AMBAC

Aaa/AAA

5.600

06/01/2020

 

250,000

 

272,507

OK State Indl. Auth. Lease (OK Cty. Parking Fac.) Rev. MBIA

Aaa/AAA

4.350

07/01/2019

 

190,000

 

193,640

OK State Indl. Auth. Lease (OK Cty. Parking Fac.) Rev. MBIA

Aaa/AAA

4.400

07/01/2020

 

200,000

 

203,626

OK State Municipal Power Auth. Rev. MBIA

Aaa/AAA

5.750

01/01/2024

 

2,230,000

 

2,573,955

OK State Student Loan Auth.

A/NR

6.350

09/01/2025

 

280,000

 

309,954

*OK State Student Loan Auth.

Aaa/AAA

5.625

06/01/2031

 

685,000

 

728,730

OK State Student Loan Auth. MBIA

Aaa/AAA

5.300

12/01/2032

 

450,000

 

471,262

OK State Turnpike Auth. FGIC

Aaa/AAA

5.250

01/01/2012

 

225,000

 

239,567

OK State Turnpike Auth. Rev. FGIC

Aaa/AAA

5.000

01/01/2028

 

120,000

 

124,252

OK State Water (Loan Program) Rev.

NR/AA+

5.400

09/01/2015

 

105,000

 

110,253

*OK State Water (Loan Program) Rev.

NR/AA+

5.100

09/01/2016

 

415,000

 

437,925

OK State Water Resources Board Rev.

NR/AA+

5.050

10/01/2022

 

200,000

 

214,486

OK State Water Resources Board Rev.

NR/AA+

5.125

10/01/2027

 

500,000

 

531,480

OK State Water Resources Loan Rev.

NR/AA+

5.100

10/01/2027

 

500,000

 

534,070

OK State Water Resources Board Rev.

NR/AA+

4.625

10/01/2018

 

435,000

 

452,778

OK State Water Resources Board Rev.

NR/AA+

4.350

10/01/2023

 

200,000

 

200,938

OK Board of Regents (University of Oklahoma) Athletic Fac. Rev. MBIA

Aaa/NR

5.250

06/01/2026

 

500,000

 

535,395

#Okmulgee Public Works Auth. Capital Improvement Rev. MBIA

Aaa/AAA

5.125

08/01/2030

 

750,000

 

791,078

Okmulgee Public Works Auth. Capital Improvement Rev. MBIA

Aaa/AAA

4.800

10/01/2027

 

500,000

 

519,745

Rural Enterprises, OK Inc. OK Govt. Fin. (Cleveland Cty. Hlth.) MBIA

Aaa/NR

5.000

11/01/2021

 

250,000

 

264,463

Rural Enterprises, OK Inc. Okmulgee Student Housing Proj. Series A ALA

NR/A

5.625

12/01/2020

 

140,000

 

147,967

Rural Enterprises, OK Inc. Okmulgee Student Housing Proj. Series A ACA

NR/A

5.700

12/01/2025

 

220,000

 

230,663

Rural Enterprises, OK Inc. Okmulgee Student Housing Proj. ACA

NR/A

5.750

12/01/2030

 

250,000

 

260,410

Rural Enterprises, OK Inc. Student Hsg. (Connors College) ACA

NR/A

5.550

11/01/2021

 

250,000

 

262,755

Rural Enterprises, OK Inc. Student Hsg. (Connors College) ACA

NR/A

5.650

11/01/2031

 

375,000

 

391,954

Rural Enterprises, OK Inc. USAOF Student Housing ACA

NR/A

5.550

11/01/2021

 

250,000

 

262,755

Rural Enterprises, OK Inc. USAOF Student Housing ACA

NR/A

5.650

11/01/2031

 

250,000

 

261,302

Sapulpa Municipal Authority Utility Rev. FSA

Aaa/AAA

5.125

01/01/2032

 

250,000

 

263,070

Texas Cty., OK Dev. Auth. (OPSU Student Hsg.) ACA

NR/A

5.250

11/01/2023

 

250,000

 

255,060

Tulsa Cnty, OK Indl. Auth. Recreation Facs.

NR/AA-

4.700

09/01/2024

 

500,000

 

507,915

University of OK Board of Regents (Research Fac.) Rev.

Aaa/NR

4.800

03/01/2028

 

670,000

 

697,148

University of OK Board of Regents (Multi Facs.) Rev. MBIA

Aaa/NR

4.750

06/01/2029

 

250,000

 

253,928

University of OK Board of Regents Student Hsg. Rev. FGIC

Aaa/NR

5.000

11/01/2027

 

1,000,000

 

1,058,010

University of OK Student Hsg. (Cameron Univ.) Rev. AMBAC

Aaa/AAA

5.500

07/01/2023

 

250,000

 

276,458

 

 

 

 

 

 

 

TOTAL OKLAHOMA MUNICIPAL BONDS (COST: $31,982,127)

 

 

 

 

$

33,302,697

 

 

 

 

 

 

 

SHORT-TERM SECURITIES (2.4%)

 

 

 

Shares

 

 

Wells Fargo National Tax-Free Money Market

 

 

 

839,777

$

839,777

TOTAL SHORT-TERM SECURITIES (COST: $839,777)

 

 

 

 

$

839,777

 

 

 

 

 

 

 

TOTAL INVESTMENTS IN SECURITIES (COST: $32,821,904)

 

 

 

 

$

34,142,474

OTHER ASSETS LESS LIABILITIES

 

 

 

 

 

744,971

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 

$

 34,887,445

* Indicates bonds are segregated by the custodian to cover when-issued or delayed delivery purchases.

# Indicates bonds are segregated by the custodian to cover initial margin requirements.

Non-rated (NR) securities in the Fund were investment grade when purchased.

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Assets and Liabilities July 29, 2005

ASSETS

 

 

 

Cash

 

60

 

Investment in securities, at value (cost: $32,821,904)

$

34,142,474

 

Accrued interest receivable

 

411,575

 

Accrued dividends receivable

 

1,031

 

Prepaid expenses

 

4,350

 

Variation margin on futures

 

474,875

 

 

 

 

 

Total Assets

$

35,034,365

 

 

 

LIABILITIES

 

 

 

Dividends payable

$

100,646

 

Accrued expenses

 

38,961

 

Payable for fund shares redeemed

 

7,313

 

Total Liabilities

$

146,920

 

 

 

NET ASSETS

$

34,887,445

 

 

 

 

 

 

Net assets are represented by:

 

 

 

Paid-in capital

$

36,703,768

 

Accumulated undistributed net realized gain (loss) on investments & futures

 

(3,272,304)

 

Accumulated undistributed net investment income

 

1,731

 

Unrealized appreciation on investments

 

1,320,569

 

Unrealized appreciation on futures

 

133,681

 

Total amount representing net assets applicable to 3,172,765 outstanding shares of no par common stock (unlimited shares authorized)

$

34,887,445

 

 

 

Net asset value per share

$

11.00

Public offering price (based on sales charge of 4.25%)

$

11.49

The accompanying notes are an integral part of these financial statements.

Statement of Operations For the year ended July 29, 2005

INVESTMENT INCOME

 

 

 

Interest

$

1,632,870

 

Dividends

 

13,279

 

Total Investment Income

$

1,646,149

 

 

 

EXPENSES

 

 

 

Investment advisory fees

$

179,133

 

Distribution (12b-1) fees

 

89,567

 

Transfer agent fees

 

47,387

 

Administrative service fees

 

35,827

 

Accounting service fees

 

41,847

 

Custodian fees

 

6,074

 

Registration and filing fees

 

2,120

 

Transfer agent out-of-pocket expenses

 

1,069

 

Trustees fees

 

3,102

 

Reports to shareholders

 

4,583

 

Professional fees

 

7,018

 

Insurance expenses

 

971

 

Audit fees

 

6,452

 

Legal fees

 

6,887

 

Total Expenses

$

432,037

 

Less expenses waived or absorbed by the Fund's manager

 

(81,636)

 

Total Net Expenses

$

350,401

 

 

 

NET INVESTMENT INCOME

$

1,295,748

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES

 

 

 

Net realized gain (loss) from:

 

 

 

Investment transactions

$

178,671

 

Futures transactions

 

(1,754,920)

 

Net change in unrealized appreciation (depreciation) of:

 

 

 

Investments

 

733,799

 

Futures

 

599,694

 

Net Realized And Unrealized Gain (Loss) On Investments And Futures

$

(242,756)

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

1,052,992

The accompanying notes are an integral part of these financial statements.

Financial Statements July 29, 2005

Statement of Changes in Net Assets
For the year ended July 29, 2005, and the year ended July 30, 2004

 

 

For The Year Ended July 29, 2005

 

For The Year Ended July 30, 2004

 

 

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

 

 

 

 

 

Net investment income

$

1,295,748

$

1,290,211

 

Net realized gain (loss) on investment and futures transactions

 

(1,576,249)

 

(599,911)

 

Net change in unrealized appreciation (depreciation) on investments and futures

 

1,333,493

 

486,456

 

Net Increase (Decrease) in Net Assets Resulting From Operations

$

1,052,992

$

1,176,756

 

 

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS

 

 

 

 

 

Dividends from net investment income ($.40 and $.42 per share, respectively)

$

(1,295,062)

$

(1,289,393)

 

Distributions from net realized gain on investment and futures transactions ($.00 and $.00 per share, respectively)

 

0

 

0

 

Total Dividends and Distributions

$

(1,295,062)

$

(1,289,393)

 

 

 

 

 

CAPITAL SHARE TRANSACTIONS

 

 

 

 

 

Proceeds from sale of shares

$

3,748,580

$

7,303,088

 

Proceeds from reinvested dividends

 

617,406

 

642,804

 

Cost of shares redeemed

 

(4,708,343)

 

(4,160,176)

 

Net Increase (Decrease) in Net Assets Resulting From Capital Share Transactions

$

(342,357)

$

3,785,716

 

 

 

 

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

$

(584,427)

$

3,673,079

 

 

 

 

 

NET ASSETS, BEGINNING OF PERIOD

 

35,471,872

 

31,798,793

 

 

 

 

 

NET ASSETS, END OF PERIOD

$

34,887,445

$

35,471,872

The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements July 29, 2005

Note 1. ORGANIZATION

Business operations - Oklahoma Municipal Fund (the "Fund") is an investment portfolio of Integrity Managed Portfolios (the "Trust"), registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Trust may offer multiple portfolios; currently six portfolios are offered. Integrity Managed Portfolios is an unincorporated business trust organized under Massachusetts law on August 10, 1990. The Fund had no operations from that date to September 25, 1996, other than matters relating to organization and registration. On September 25, 1996, the Fund commenced its Public Offering of capital shares. The investment objective of the Fund is to provide its shareholders with as high a level of current income exempt from both federal income tax and, to a certain extent, Oklahoma income tax, as is consistent with preservation of capital. Up to 20% of the Fund's total assets may be invested in Oklahoma municipal securities which are subject to Oklahoma state income taxes. The Fund will seek to achieve this objective by investing primarily in a portfolio of Oklahoma municipal securities.

Shares of the Fund are offered at net asset value plus a maximum sales charge of 4.25% of the offering price and a distribution fee of up to 0.25% on an annual basis.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment security valuation - Securities for which quotations are not readily available (which will constitute a majority of the securities held by the Fund) are valued using a matrix system at fair value as determined by Integrity Money Management. The matrix system has been developed based on procedures approved by the Board of Trustees which include consideration of the following: yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, and indications as to value from dealers and general market conditions. Because the market value of securities can only be established by agreement between parties in a sales transaction, and because of the uncertainty inherent in the valuation process, the fair values as determined may differ from the values that would have been used had a ready market for the securities existed. The Fund follows industry practice and records security transactions on the trade date.

The Fund concentrates its investments in a single state. This concentration may result in the Fund investing a relatively high percentage of its assets in a limited number of issuers.

Repurchase agreements - In connection with transactions in repurchase agreements, it is the Fund's policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Fund may be delayed or limited.

When-issued securities - The Fund may purchase securities on a when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the securities purchased on a when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Contingent Deferred Sales Charge ("CDSC") - In the case of investments of $1 million or more, a 1.00% CDSC may be assessed on shares redeemed within 12 months of purchase (excluding shares purchased with reinvested dividends and/or distributions).

Federal and state income taxes - The Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its net investment income and any net realized gain on investments to its shareholders. Therefore, no provision for income taxes is required. Distributions during the year ended July 29, 2005, were characterized as tax-exempt for tax purposes.

The tax character of distributions paid was as follows:

 

 

July 29, 2005

July 30, 2004

Tax-exempt income

$

1,295,062

1,289,393

Ordinary income

 

0

0

Long-term capital gains

 

0

0

   Total

$

1,295,062

1,289,393

As of July 29, 2005, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed Ordinary Income

Undistributed Long-Term Capital Gains

Accumulated Earnings

Accumulated Capital and Other Losses

Unrealized Appreciation/ (Depreciation)

Total Accumulated Earnings/(Deficit)

$0

$0

$0

($3,138,623)

$1,322,300

($1,816,323)

The Fund has unexpired capital loss carryforwards for tax purposes as of July 29, 2005, totaling $2,791,201, which may be used to offset capital gains. The capital loss carryforward amounts will expire in each of the years ended July 31 as shown in the table below.

Year

 

Unexpired Capital Losses

2006

$

0

2007

$

0

2008

$

185,891

2009

$

83,784

2010

$

414,246

2011

$

412,304

2012

$

547,833

2013

$

1,147,143

For the year ended July 29, 2005, the Fund made no permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to expiring capital loss carryforwards.

Net capital losses incurred after October 31, and within the tax year are deemed to arise on the first business day of the Funds' next taxable year. For the year ended July 29, 2005, the Fund deferred to August 1, 2005 post October capital losses, post October currency losses and post October passive foreign investment company losses of $347,422.

Distributions to shareholders - Dividends from net investment income, declared daily and payable monthly, are reinvested in additional shares of the Fund at net asset value or paid in cash. Capital gains, when available, are distributed at least annually.

Premiums and discounts - Premiums and discounts on municipal securities are amortized for financial reporting purposes.

Other - Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with federal income tax regulations and may differ from net investment income and realized gains determined in accordance with accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatment for market discount, capital loss carryforwards and losses due to wash sales and futures transactions.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in capital. Temporary book and tax basis differences will reverse in a subsequent period.

Futures contracts - The Fund may purchase and sell financial futures contracts to hedge against changes in the values of tax-exempt municipal securities the Fund owns or expects to purchase.

A futures contract is an agreement between two parties to buy or sell units of a particular index or a certain amount of U.S. government or municipal securities at a set price on a future date. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirement of the futures exchange on which the contract is traded. Subsequent payments ("variation margin") are made or received by the Fund, dependent on the fluctuations in the value of the underlying index. Daily fluctuations in value are recorded for financial reporting purposes as unrealized gains or losses by the Fund. When entering into a closing transaction, the Fund will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contracts sold and the futures contracts to buy. Unrealized appreciation (depreciation) related to open futures contrac ts is required to be treated as realized gain (loss) for Federal income tax purposes.

Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Schedule of Investments. The Statement of Assets and Liabilities reflects a receivable or payable for the daily mark to market for variation margin.

Certain risks may arise upon entering into futures contracts. These risks may include changes in the value of the futures contracts that may not directly correlate with changes in the value of the underlying securities.

At July 29, 2005, the Fund had outstanding futures contracts to sell debt securities as follows:

Contracts to Sell

Expiration Date

Number of Futures Contracts

Valuation as of July 29, 2005

Unrealized Appreciation (Depreciation)

U.S. Treasury Bonds

09/2005

116

$474,875

$133,681

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3. CAPITAL SHARE TRANSACTIONS

As of July 29, 2005, there were unlimited shares of no par authorized; on July 29, 2005, and July 30, 2004, there were 3,172,765 and 3,204,147 shares outstanding, respectively.

Transactions in capital shares were as follows:

 

Shares

 

For The Year Ended July 29, 2005

For The Year Ended July 30, 2004

 

 

 

Shares sold

338,746

653,032

Shares issued on reinvestment of dividends

55,833

57,584

Shares redeemed

(425,961)

(374,732)

Net increase (decrease)

(31,382)

335,884

Note 4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Integrity Money Management, the Fund's investment adviser; Integrity Funds Distributor, the Fund's underwriter; and Integrity Fund Services, the Fund'5% of the average daily net assets of the Fund. The Fund has recognized $89,567 of service fee expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Funds Distributor of $7,016 at July 29, 2005, for service fees.

Integrity Fund Services provides shareholder services for a monthly fee equal to an annual rate of 0.16% of the Fund's first $10 million of net assets, 0.13% of the Fund's net assets on the next $15 million, 0.11% of the Fund's net assets on the next $25 million, and 0.10% of the Fund's net assets in excess of $50 million, with a minimum of $1,500 per month plus reimbursement of out-of-pocket expenses. An additional fee with a minimum of $500 per month is charged for each additional share class. The Fund has recognized $47,387 of transfer agent fees and expenses for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $3,731 at July 29, 2005 for transfer agent fees. Integrity Fund Services also acts as the Fund's accounting services agent for a monthly fee equal to the sum of a fixed fee of $2,000, and a variable fee equal to 0.05% of the Fund's average daily net assets on an annual basis for the Fund's first $50 million and at a lower rate on the averag e daily net assets in excess of $50 million, together with reimbursement of out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $41,847 of accounting service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $3,337 at July 29, 2005, for accounting service fees. Integrity Fund Services also acts as administrator for the Fund. The Fund pays to Integrity Fund Services a monthly fee calculated at the rate of 0.10% of average daily net assets with a minimum of $1,500 per month plus out-of-pocket expenses. An additional minimum fee of $500 per month is charged by Integrity Fund Services for each additional share class. The Fund has recognized $35,827 of administrative service fees for the year ended July 29, 2005. The Fund has a payable to Integrity Fund Services of $2,806 at July 29, 2005, for administrative service fees.

Note 5. INVESTMENT SECURITY TRANSACTIONS

The cost of purchases and proceeds from the sales of investment securities (excluding short-term securities) aggregated $2,988,825 and $4,829,497, respectively, for the year ended July 29, 2005.

Note 6. INVESTMENT IN SECURITIES

At July 29, 2005, the aggregate cost of securities for federal income tax purposes was substantially the same for financial reporting purposes at $32,821,904. The net unrealized appreciation of investments based on the cost was $1,320,569, which is comprised of $1,395,324 aggregate gross unrealized appreciation and $74,755 aggregate gross unrealized depreciation.

Financial Highlights

Selected per share data and ratios for the period indicated

 

 

 

For The Year Ended July 29, 2005

 

For The Year Ended July 30, 2004

 

For The Year Ended July 31, 2003

 

For The Year Ended July 31, 2002

 

For The Year Ended July 31, 2001

 

NET ASSET VALUE, BEGINNING OF PERIOD

$

11.07

$

11.09

$

11.54

$

11.47

$

10.99

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

$

.40

$

.42

$

.49

$

.55

$

.57

 

Net realized and unrealized gain (loss) on investment and futures transactions

 

(.07)

 

(.02)

 

(.45)

 

.07

 

.48

 

Total Income (Loss) From Investment Operations

$

.33

$

.40

$

.04

$

.62

$

1.05

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

Dividends from net investment income

$

(.40)

$

(.42)

$

(.49)

$

(.55)

$

(.57)

 

Distributions from net capital gains

 

.00

 

.00

 

.00

 

.00

 

.00

 

Total Distributions

$

(.40)

$

(.42)

$

(.49)

$

(.55)

$

(.57)

 

 

 

 

 

 

 

 

 

 

 

 

NET ASSET VALUE, END OF PERIOD

$

11.00

$

11.07

$

11.09

$

11.54

$

11.47

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

3.02%(A)

 

3.67%(A)

 

0.28%(A)

 

5.46%(A)

 

9.78%(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS/SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period (in thousands)

$

34,887

$

35,472

$

31,799

$

21,995

$

18,131

 

Ratio of net expenses (after expense assumption) to average net assets

 

0.98%(B)

 

0.93%(B)

 

0.65%(B)

 

0.51%(B)

 

0.43%(B)

 

Ratio of net investment income to average net assets

 

3.60%

 

3.77%

 

4.21%

 

4.69%

 

5.06%

 

Portfolio turnover rate

 

8.69%

 

10.70%

 

9.39%

 

15.77%

 

12.24%

(A) Excludes maximum sales charge of 4.25%.

(B) During the periods indicated above, Integrity Mutual Funds, Inc. or Integrity Money Management assumed/waived expenses of $81,636, $87,525, $124,432, $137,514, $133,456, and $127,129, respectively. If the expenses had not been assumed/waived, the annualized ratio of total expenses to average net assets would have been 1.20%, 1.19%, 1.11%, 1.19%, 1.23%, and 1.22%, respectively.

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions.

The accompanying notes are an integral part of these financial statements.

Tax Information For The Year Ended July 29, 2005 (Unaudited)

We are required to advise you within 60 days of the Fund's fiscal year-end regarding the federal tax status of distributions received by shareholders during such fiscal year. The distributions made during the fiscal year by the Fund were earned from the following sources:

 

 

 

Dividends and Distributions Per Share

To Shareholders of Record

 

Payment Date

 

From Net Investment Income

 

From Net Realized Short-Term Gains

 

From Net Realized Long-Term Gains

August 29, 2004

 

August 29, 2004

$

.034333

 

-

 

-

September 30, 2004

 

September 30, 2004

$

.033276

 

-

 

-

October 31, 2004

 

October 31, 2004

$

.032150

 

-

 

-

November 28, 2004

 

November 28, 2004

$

.035999

 

-

 

-

December 31, 2004

 

December 31, 2004

$

.033518

 

-

 

-

January 30, 2005

 

January 30, 2005

$

.033289

 

-

 

-

February 27, 2005

 

February 27, 2005

$

.032909

 

-

 

-

March 31, 2005

 

March 31, 2005

$

.033002

 

-

 

-

April 30, 2005

 

April 30, 2005

$

.031998

 

-

 

-

May 28, 2005

 

May 28, 2005

$

.034106

 

-

 

-

June 29, 2005

 

June 29, 2005

$

.032953

 

-

 

-

July 29, 2005

 

July 29, 2005

$

.031720

 

-

 

-

Shareholders should consult their tax advisors.

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Trustees of the Oklahoma Municipal Fund

We have audited the accompanying statement of assets and liabilities of the Oklahoma Municipal Fund (one of the portfolios constituting the Integrity Managed Portfolios), including the schedule of investments as of July 29, 2005, the related statement of operations for the year then ended, the statement of changes in net assets for the years ended July 29, 2005 and July 30, 2004, and the financial highlights for the year ended July 29, 2005 and each of the four years in the period ended July 30, 2004. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 29, 2005 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Oklahoma Municipal Fund of the Integrity Managed Portfolios as of July 29, 2005, the results of its operations for the year then ended, the changes in its net assets for the years ended July 29, 2005 and July 30, 2004, and the financial highlights for the years ended July 29, 2005, July 30, 2004, July 31, 2003, July 31, 2002, and July 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

BRADY, MARTZ & ASSOCIATES, P.C.

Minot, North Dakota USA

September 2, 2005

Item 2)                  Code of Ethics.

The registrant has adopted a code of ethics, as of the end of the period covered by this report, that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (the "Code") as defined in Item 2 of Form N-CSR. There were no amendments to the Code during the period covered by the report. The registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the President and Treasurer during the period covered by this report. A copy of the Code is attached as an exhibit to this Form N-CSR.

Item 3)                  Audit Committee Financial Expert.

The Trust's Board of Trustees has determined that Lynn Aas is an audit committee financial expert, as defined in paragraph (a)(2) of Item 3 of Form N-CSR. Lynn Aas is independent for purposes of Item. 3 of Form N-CSR.

Item 4)                  Principal Accountant Fees and Services.

(a)    Audit fees include the amounts related to the professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit Fees

2004          $41,820.00

2005    $38,000.00

(b)    Audit-related fees include amounts related to the services provided by the principal accountant related to the performance of the audit of the registrant's financial statements.

Audit-Related Fees

2004          $9,920.00

2005          $9,900.00

(c)          Tax fees include amounts related to the preparation and review registrant's tax returns.

Tax Fees

2004          $6,275.00

2005          $6,600.00

(d)          All Other Fees.

None         

(e)(1)      The registrant's audit committee has adopted policies and procedures that require the audit committee to pre-approve all audit and non-audit services provided to the registrant by the principal accountant.

(e)(2)      All of the services described in paragraphs (b) through (d) of item 4 were approved by the audit committee.

(f)          All services performed on the engagement to audit the registrant's financial statements for the most recent fiscal year end were performed by the principal accountant's full-time, permanent employee.

(g)          None.

(h)          The registrant's independent auditor did not provide any non-audit services to the registrant's investment adviser or any entity controlling, controlled by or controlled with the registrant's investment adviser that provides ongoing services to the registrant.

Item 5)                  Audit Committee of Listed Registrants.

Not applicable.

Item 6)                  Schedule of Investments.

The Schedule of Investments is filed under Item 1 of this form.

Item 7)                  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.   

Not applicable.

Item 8)                  Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9)                  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.   

Not applicable.

Item 10)                  Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors in the last fiscal year.

Item 11)                  Controls and Procedures.

(a)    Based on their evaluation of the registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this Form N-CSR (the "Report"), the registrant's principal executive officer and principal financial officer believe that the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effectively designed to ensure that information required to be disclosed by the registrant in the Report is recorded, processed, summarized and reported by the filing date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the registrant's principal executive officer and principal financial officer who are making certifications in the Report, as appropriate, to allow timely decisions regarding required disclosure.

(b)    There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant's most recent fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 12)                  Exhibits

(a)(1)      Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto.

(a)(2)      Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is filed and attached hereto.

(a)(3)      Not Applicable.

(b)          Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed and attached hereto.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTEGRITY MANAGED PORTFOLIOS

BY: /s/ ROBERT E. WALSTAD

 

Robert E. Walstad

 

President

 

Date: September 23, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

INTEGRITY MANAGED PORTFOLIOS

BY: /s/ ROBERT E. WALSTAD

 

Robert E. Walstad

 

President

 

Date: September 23, 2005

BY: /s/ BRENT M. WHEELER

 

Brent M. Wheeler

 

Treasurer

 

Date: September 23, 2005

EX-99.302 CERT 2 cert302imp200509.htm INTEGRITY MANAGED PORTFOLIOS

CERTIFICATIONS

I, Robert E. Walstad certify that:

1. I have reviewed this report on Form N-CSR of The Integrity Managed Portfolios;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation;

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: September 23, 2005

 

/s/ Robert E. Walstad

 

President

 

 

 

[Signature]

 

[Title]


CERTIFICATIONS

I, Brent M. Wheeler certify that:

1. I have reviewed this report on Form N-CSR of The Integrity Managed Portfolios;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation;

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: September 23, 2005

 

/s/ Brent M. Wheeler

 

Treasurer

 

 

 

[Signature]

 

[Title]

 

EX-99.906 CERT 3 cert906imp200509.htm INTEGRITY MANAGED PORTFOLIOS

Exhibit EX-99.906 CERT

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Name of Issuer: The Integrity Managed Portfolios.

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

1.     The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

2.     The information contained in the Report fairly presents, in all materials respects, the financial condition and results of operations of the issuer.

Date: September 23, 2005

/s/ ROBERT E. WALSTAD

Robert E. Walstad

President

Exhibit EX-99.906 CERT

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Name of Issuer: The Integrity Managed Portfolios.

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

1.     The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

2.     The information contained in the Report fairly presents, in all materials respects, the financial condition and results of operations of the issuer.

Date: September 23, 2005

/s/ BRENT M. WHEELER

Brent M. Wheeler

Treasurer

 

EX-99.CODE ETH 4 impcode200509.htm INTEGRITY MANAGED PORTFOLIOS

CODE OF ETHICS

FOR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS

OF THE INTEGRITY MUTUAL FUNDS, INC., COMPLEX

 

 

This Code of Ethics (the "Code") for Principal Executive and Principal Financial Officers has been adopted by each of the investment companies within the Integrity Mutual Funds, Inc. complex (collectively, "Funds", and each, "Company") to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406.

 

This Code applies to each Company's principal executive officer, principal financial officer, controller or persons deemed to be performing similar critical financial and accounting functions  (the "Covered Officers").

 

Purpose of the Code

 

This Code sets forth standards and procedures that are reasonably designed to promote:

 

·                    Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

·                    Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Funds;

 

·                    Compliance with applicable laws and governmental rules and regulations;

 

·                    The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

·                    Accountability for adherence to the Code.

 

In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum: (1) the duty in performing any responsibilities as a Covered Officer, to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that the Fund's financial reports to its shareholders are prepared honestly and accurately in accordance with applicable rules and regulations; and (4) the duties performed by the Covered Officer on behalf of the Funds are conducted in an honest and ethical manner.

 

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual and apparent conflicts of interest.


 

            Ethical Handling of Actual and Apparent Conflicts of Interest

 

A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of the Funds. Certain conflicts of interest arise out of the relationships between Covered Officers and the Funds and already are subject to the conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). This Code does not, and is not intended to, repeat or replace existing programs and procedures, and such conflicts fall outside of the parameters of this Code.

 

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between each Fund and the investment adviser of which the Covered Officers are also officers and/or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties, be involved in establishing procedures and implementing decisions that will have different effects on the adviser and the Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Funds and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Funds. If such duties are performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.  In addition, it is recognized by the Funds' Boards of Directors/Trustees ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes. 

 

Prohibited Activities

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act.  The following list provides examples of conflicts of interest under the Code, but keep in mind that these examples are not exhaustive.  The foremost principle is that the personal interest of a Covered Officer should not be placed before the interest of the Funds or their shareholders.

 

                                                           * * * *

Each Covered Officer must:

 

·         Not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would benefit personally to the detriment of the Funds or their shareholders;

 

·          Not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Funds;

 

·          Not use material non-public knowledge of portfolio transactions made or contemplated for the Funds to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;

 

·          Not intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in public communications made by the Funds;

 

·                    Not fail to acknowledge or certify compliance with this Code on an annual basis.

 

There are some conflict of interest situations that should always be discussed with the Compliance Department or, under certain circumstances, the Board of Directors/Trustees if material.  Examples of these include:

 

·          Service as a director on the board of any public company absent prior authorization by the Board;

 

·          The receipt of any gifts of more than de minimis value, generally gifts in excess of $100;

 

·          The receipt of any entertainment from any company with which the Funds have current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise a suggestion of unethical conduct;

 

·          Any ownership interest in, or employment relationship with, any of the Fund's service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;

 

·          A direct or indirect financial interest in commissions paid by the Funds for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership.

 

Disclosure and Compliance

 

·          Each Covered Officer must familiarize himself with the disclosure requirements generally applicable to the Funds;

 

·          Each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, including to the Fund's directors/trustees and auditors, and to governmental regulators and self-regulatory organizations;

 

·          Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with the SEC and in other public communications made by the Funds; and

 

·          It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

Reporting and Accountability

 

Each Covered Officer must:

 

·          Upon adoption of the Code or upon becoming a Covered Officer, affirm in writing to the Board that he has received, read, understands and will adhere to this Code;

 

·          Annually affirm to the Board that he has received and read the Code and that he understands that he is subject to, and has complied with, the requirements of the Code;

 

·          Not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

 

·          Notify Compliance, who will then notify the Fund's Audit Committee or the Fund's legal counsel promptly if he knows of any violation of this Code or if a potential violation exists.  Failure to do so is itself a violation of this Code.

 

The Fund's Audit Committee (the "Committee") or in their discretion, the Fund's legal counsel, is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.  Any approvals or waivers sought by the Principal Executive Officer will be considered by the Committee. In determining whether to waive any of the provisions of this Code, the Committee will consider whether the proposed waiver (1) is prohibited by the Code; (2) is consistent with honest and ethical conduct; and (3) will result in a conflict of interest between the Covered Officer's personal and professional obligations to the Funds.  

 

Investigating Actual and Apparent Conflicts of Interest

          

The Funds will follow these procedures in investigating and enforcing the Code:

 

·          The Committee will take all appropriate action to investigate any potential violations reported to them;

 

·          If, after such investigation, the Committee believes that no violation has occurred, no further action is necessary;

 

·          Any matter that the Committee believes is a violation will be reported to the Board;

 

·          If the Board agrees that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;

 

·         The Committee will be responsible for granting waivers, as appropriate; and

 

·          Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

Other Policies and Procedures

 

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.  While other policies or procedures of the Funds, the Funds' adviser, principal underwriter, or other service providers govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. 

 

Amendments

 

At least annually, the Board of Directors/Trustees of each Fund will review the Code and determine whether any amendments are necessary or desirable.  Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors.

 

Record Retention and Confidentiality

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations.  Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its counsel.

 

For Internal Use Only

 

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.  

 

 

 

 

__________________________________

Robert E. Walstad

Chief Executive Officer

 

Date: _____________________

 

 

 

 

 

 

 

 

 

Exhibit A

 

Persons covered by this Code of Ethics:

 

Chief Executive Officer

Chief Financial Officer

Controller

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