INTEGRITY MANAGED PORTFOLIOS- OKLAHOMA MUNICIPAL FUND

                     SHAREHOLDER SERVICES PLAN

   INTRODUCTION: It has been proposed that Integrity Managed Portfolios -
Oklahoma Municipal Fund (the "Fund") make periodic payments to Integrity Funds
Distributor, Inc., (the "Distributor") which payments could be used by the
Distributor to make payments to certain broker-dealers, banks, savings and loan
institutions and their affiliates, including their affiliated broker-dealers,
which provide certain administrative and shareholder services to the Fund and
its shareholders, and/or for the distribution, as the Securities and Exchange
Commission construes such term (collectively "Service fees") under Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act") and that the
Fund pay certain "blue sky" fees and expenses. If these proposals are to be
implemented, the Act and Rule 12b-1 require that a written plan describing all
material aspects of the proposed financing of distribution, administration and
shareholder services be adopted by the Fund. The term "Fund" as used in the
Plan shall refer to either Integrity Managed Portfolios or the Oklahoma
Municipal Fund as the context may require.

   The Board of Trustees of the Fund (the "Trustees"), in considering whether
the Fund should implement a written plan, has requested and evaluated such
information as it deemed necessary to make an informed determination as to
whether a written plan should be implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets
of the Fund for such purposes. In voting to approve the implementation of this
written plan (the "Plan") and the execution of the Distribution and Services
Agreement between the Fund and the Distributor which further sets forth the
provisions of the Plan as well as other matters, the Trustees have concluded,
in the exercise of their reasonable business judgment and in light of their
respective fiduciary duties, that there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.

   THE PLAN: The material aspects of the Plan are as follows

   1.   The Fund will pay an annual fee to the Distributor (the "Distributor's
        Fee") of .25% times the average of the net asset value of the Fund. The
        Distributor may pay a fee on a quarterly basis (the "Servicing Fee") to
        broker-dealers, including the Distributor and affiliates of the adviser
        of the Fund, banks and savings and loan institutions and their
        affiliates and associated broker-dealers that have entered into Service
        Agreements with the Distributor ("Service Organizations") of annual
        amounts of up to 0.25% of the average net asset value of all shares of
        the Fund owned by shareholders with whom the Service Organization has a
        servicing relationship (the "Accounts"), provided that no such payment
        of a Servicing Fee with respect to an Account shall be made until the
        Service Organization has been servicing such Account for more than a
        year (the "Eligible Accounts"). The Distributor's Fee shall be
        calculated and paid monthly and the Servicing Fee shall be calculated
        quarterly and paid on the twenty-fifth day of the month next succeeding
        such calculation all in the manner set forth below. To the extent the
        Servicing Fee is not paid to Service Organizations out of the
        Distributor's Fee, the Distributor may use such fee for its expenses
        of distribution of Fund shares.

   2.   The amount which the Fund will pay the Distributor for the
        Distributor's Fee in any calendar month shall be calculated by
        multiplying 1/12th of 0.25% times the average of the net asset value of
        the Fund on each day during the month.

   3.   The amount which the Distributor may pay the Service Organizations in
        any calendar quarter shall be calculated by multiplying 1/4th of the
        percentage set forth in the Service Agreement with each Service
        Organization (up to a maximum of 0.25%) times the average net asset
        value of the Eligible Accounts with respect to such Service
        Organization during such quarter.

   4.   Any payment to a Service Organization by the Distributor is subject to
        compliance by the Service Organization with the terms of the Dealer
        Agreement or the Bank or Bank Affiliate Correspondent Relationship
        Agreement.

   5.   For the purposes of determining the maximum amounts payable or
        reimbursable by the Fund or the Distributor under this Plan the net
        asset value of the Fund shall be computed in the manner specified in
        the Fund's Agreement and Declaration of Trust, Prospectus and
        Statement of Additional Information as currently in effect.

   6.   In addition to other expenses payable by the Fund, the Fund will pay
        the expenses and fees of qualifying and maintaining qualification of
        Shares of the Fund for sale under the securities laws of the various
        states after the initial qualification of the Shares.

   7.   The Trustees shall be provided by the Distributor, at least quarterly,
        with a written report of all amounts expended pursuant to the Plan
        stating the purposes for which such amounts were expended.

   8.   This Plan shall become effective on the date set forth below (it having
        been approved on such date by the holder of all the outstanding shares
        of the Fund and by a majority of its Board of Trustees, including a
        majority of the Trustees who are not "interested parties" (as defined
        in the Act) of the Fund and have no direct or indirect financial
        interest in the operation of the Plan or in any agreements entered
        into in connection with the Plan (such Trustees being herein referred
        to as the "Disinterested Trustees") in the manner required by Rule
        12b-1) and shall continue in effect until the first meeting of the
        shareholders of the Fund held following the effective date of the
        Fund's Registration Statement under the Securities Act of 1933, and,
        if its renewal is approved at that meeting by a majority of the Fund's
        outstanding voting securities in the manner required by Rule 12b-1,
        shall continue in effect thereafter only so long as its continuance
        has been specifically approved at least annually by the Trustees,
        including the Disinterested Trustees, in the manner required by Rule
        12b-1.

   9.   The Plan may be amended at any time by the Board of Trustees provided
        that (a) any amendment to increase materially the costs which the
        Fund may bear for distribution pursuant to the Plan shall be effective
        only upon approval by a vote of a majority of the outstanding voting
        securities of the Fund, and (b) any material amendments of the terms
        of the Plan shall become effective only upon approval by the Trustees
        (including the Disinterested Trustees) in the manner required by Rule
        12b-1.

   10.  The Plan is terminable without penalty at any time by (a) vote of a
        majority of the Disinterested Trustees, or (b) vote of a majority of
        the outstanding voting securities of the Fund.


Dated:  December 5, 2003