0000893730-14-000007.txt : 20140306 0000893730-14-000007.hdr.sgml : 20140306 20140306100337 ACCESSION NUMBER: 0000893730-14-000007 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20140306 DATE AS OF CHANGE: 20140306 EFFECTIVENESS DATE: 20140306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRITY FUNDS CENTRAL INDEX KEY: 0000893730 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07322 FILM NUMBER: 14671724 BUSINESS ADDRESS: STREET 1: PO BOX 500 CITY: MINOT STATE: ND ZIP: 58702-0500 BUSINESS PHONE: 701-852-5292 MAIL ADDRESS: STREET 1: PO BOX 500 CITY: MINOT STATE: ND ZIP: 58702-0500 FORMER COMPANY: FORMER CONFORMED NAME: Integrity Viking Funds DATE OF NAME CHANGE: 20130910 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRITY FUNDS DATE OF NAME CHANGE: 20030620 FORMER COMPANY: FORMER CONFORMED NAME: CANANDAIGUA FUNDS DATE OF NAME CHANGE: 19980209

0000893730 S000000137 Williston Basin/Mid-North America Stock Fund

C000000304 Williston Basin/Mid-North America Stock Fund ICPAX

0000893730 S000000140 Integrity High Income Fund

C000000308 Integrity High Income Fund Class A IHFAX

C000000309 Integrity High Income Fund Class C IHFCX

0000893730 S000011868 INTEGRITY GROWTH & INCOME FUND

C000032429 INTEGRITY GROWTH & INCOME FUND CLASS A IGIAX

0000893730 S000036848 Integrity Dividend Harvest Fund

C000112692 Class A IDIVX

N-CSR 1 integrityncsr20140306.htm

N-CSR

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: 811-07322

The Integrity Funds

(Exact name of registrant as specified in charter)

1 Main Street North, Minot, ND		58703
(Address of principal offices)		(Zip code)

Brent Wheeler and/or Kevin Flagstad, PO Box 500, Minot, ND 58702

(Name and address of agent for service)

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

Date of fiscal year end: December 31^st

Date of reporting period: December 31, 2013

Item 1. REPORTS TO STOCKHOLDERS.

[Logo]

THE INTEGRITY FUNDS

Williston Basin/Mid-North America Stock Fund
Integrity Dividend Harvest Fund
Integrity Growth & Income Fund
Integrity High Income Fund

Annual Report
December 31, 2013


Investment Adviser Viking Fund Management, LLC PO Box 500 Minot, ND 58702	Principal Underwriter Integrity Funds Distributor, LLC* PO Box 500 Minot, ND 58702
Transfer Agent Integrity Fund Services, LLC PO Box 759 Minot, ND 58702	Custodian Wells Fargo Bank, N.A. Trust & Custody Solutions 801 Nicollet Mall, Suite 700 Minneapolis, MN 55479
Independent Registered Public Accounting Firm Cohen Fund Audit Services, Ltd. 1350 Euclid Avenue, Suite 800 Cleveland, OH 44115

*The Funds are distributed through Integrity Funds Distributor, LLC. Member FINRA

WILLISTON BASIN/MID-NORTH AMERICA STOCK FUND

DEAR SHAREHOLDERS:

Enclosed is the report of the operations for the Williston Basin/Mid-North America Stock Fund (the "WB/MNA Stock Fund" or Fund") for the year ended December 31, 2013. The Fund's portfolio and related financial statements are presented within for your review.

Following a deal to avert the fiscal cliff in the first couple days of the year, the market went into rally mode as investors turned their attention to market fundamentals and a modestly growing economy. With improving job and home building numbers as well as good corporate earnings, the broader market (S&P 500) posted a strong month in January. February market returns, while positive, were not as strong as investors became slightly hesitant with automatic spending cuts set to kick in on March 1. As it turned out, the automatic spending cuts kicked in with little immediate influence on the market. With the economy on stable footing, the market was up moderately in March and posted a gain of 10.61% for the quarter.

The S&P 500 had modest returns in April and May, building on the strong performance from the first quarter and once again set an all time high. The Federal Reserve asset purchase program remained at $85 billion per month and the economy sustained its steady albeit slow growth. Continued improvement in the labor market, along with seasonally adjusted auto sales near pre-recession levels and consumer sentiment at near six year highs also supported the rally. The market hit a speed bump in mid-June, as the Chairman of the Federal Reserve hinted at tapering asset purchases. This sent equity markets lower and interest rates higher as the market absorbed the news. The market recovered some of the losses as the GDP growth rate was revised down in late June leading investors to believe the Fed tapering may not be date certain. The market returned 2.91% during the second quarter driven by cyclical sectors such as consumer discretionary and financials, while the utilities sector weighed on the market. Investors moved away from high yield equities in the second quarter as interest rates on the 10-year Treasury rose making them less attractive.

The third quarter began strong with improving economic numbers. July markets were led higher by the financials and health care sectors. Worries over the Fed reducing its asset purchases coupled with concerns that the US would get involved in a conflict in Syria caused the market to pull back in August. The S&P 500 did move higher by 5.24% in the third quarter, helped by Fed Chairman Ben Bernanke assuring investors there were no immediate plans to taper following the September FOMC meeting.

October began with a 16-day Government shutdown, but the markets steadily pushed higher once a funding agreement was reached. Economic reports continued to improve and the Fed announced on December 18 that they would reduce their asset purchases from $85B per month down to $75B. Enjoying the positive economic reports and clear Fed guidance, the market rallied through the end of the year with the S&P 500 returning 10.51% for the fourth quarter. Ten-year Treasury yields ended up near 3.00%, weighing on non-cyclical sectors such as consumer staples, telecommunication services, and utilities. Cyclical sectors continued their strong performance as industrials, information technology, and consumer discretionary outperformed.

In the month of December, there were 190 active drilling rigs in North Dakota, a 7 rig increase year over year. Drilling rigs are continuing to become more efficient, with drilling times and spud-to-production times declining. This is allowing companies to drill more wells with less rigs. Activity levels were weighted towards the second half of the year, as weather was a significant factor during the first half of the year. Heavy rainfall during the spring led to reduced activity as moving equipment became more difficult and several counties in the heart of the oil activity enforced strict load restrictions. Heading into July, activity picked up as weather improved and capital expenditures of operators increased in the latter part of 2013. For the month of November, North Dakota oil production was 973,045 barrels a day, a 32.38% increase over November 2012.

For 2013, the Fund turned in a gain of 32.00%* compared to a 23.52% return for the Dow Jones U.S. Oil & Gas Index and a return for the Russell 3000 of 33.55% for the same period.

Over the twelve month period, net assets of the Fund increased by $204,666,525 to $701,872,058. The Fund increased its exposure to the engineering & construction industry and decreased its exposure to oilfield service and oilfield equipment. Stock selection in the exploration and production industry contributed significantly to relative performance versus the Dow Jones U.S. Oil & Gas Index in 2013. Over the year, efficiencies in the drilling and completion of wells helped reduce capital costs and newly applied techniques improved well economics for the industry. The Fund has continued to focus on exploration and production companies with core acreage within best-in-class liquids focused basins. Engineering and construction companies and rail related companies contributed to the Fund's performance as well. Stock selection within oilfield service and equipment industries detracted from relative performance.

Throughout 2013, there was significant volatility for refiners. Refineries were the best performing industry for the Fund in the first quarter. During the second quarter, refiners were the worst performing industry within the Fund as regulations of gasoline sulfur content and a decrease in the Brent-WTI differential all contributed to the underperformance. The Fund, however, held a lower weighting in refiners in the second quarter compared to the first. The Fund increased its weighting in refineries in the latter part of the third quarter and over the fourth quarter. During the final quarter of 2013, the regulatory and fundamental environment improved as the Environmental Protection Agency (EPA) lowered the ethanol mandate for gasoline and crude differentials widened which boosted refinery margins. Timely adjustments to allocation in refineries during the year aided the Fund's relative performance versus the Dow Jones U.S. Oil & Gas Index.

North American energy development has continued to be a driving force for American business and commerce. We believe this will generate further interest towards investing in the oil & gas shale revolution. We see upside in the exploration & production industry, as the companies within that industry are seeing higher price realizations on crude oil and further improvements in efficiencies and completion techniques. We also believe the shale revolution will keep the US energy costs on the cheaper end of the global cost curve. This should bode well for stocks in ancillary industries, including engineering and construction companies and chemical companies. We expect to see continued drilling for oil and gas and progression towards energy independence for North America.

If you would like more frequent updates, please visit the Fund's website at www.integrityvikingfunds.com for daily prices along with pertinent Fund information.

Sincerely,

The Portfolio Management Team

The views expressed are those of The Portfolio Management Team of Viking Fund Management ("Viking Fund Management", "VFM", or the "Adviser"). 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, the markets generally, or any of the funds in the Integrity Viking family of funds.

*Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance. The total annual fund operating expense ratio (before expense waivers and reimbursements and including acquired fund fees and expenses) as of the most recent fiscal year-end was 1.42%. The net annual fund operating expense ratio (after expense waivers and reimbursements and excluding acquired fund fees and expenses) as of the most recent fiscal year-end was 1.41%.

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 800-276-1262.

You should consider the Fund's investment objectives, risks, 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.

WILLISTON BASIN/MID-NORTH AMERICA STOCK FUND

PERFORMANCE (unaudited)

Comparison of change in value of a $10,000 investment in the Fund and the Russell 3000 Index

	Williston Basin/Mid-North America Stock Fund without sales charge	Williston Basin/Mid-North America Stock Fund with maximum sales charge	Russell 3000 Index
12/31/03	$10,000	$9,502	$10,000
12/31/04	$11,205	$10,646	$11,195
12/30/05	$12,510	$11,886	$11,880
12/29/06	$13,477	$12,805	$13,747
12/31/07	$13,353	$12,688	$14,454
12/31/08	$10,768	$10,232	$9,061
12/31/09	$12,847	$12,207	$11,629
12/31/10	$18,941	$17,997	$13,598
12/30/11	$19,895	$18,903	$13,738
12/31/12	$19,932	$18,938	$15,993
12/31/13	$26,309	$24,998	$21,359

Average Annual Total Returns for the periods ending December 31, 2013

	1 year	3 year	5 year	10 year	Since Inception (April 5, 1999)
Without sales charge	32.00%	11.56%	19.55%	10.15%	9.73%
With sales charge (5.00%)	25.30%	9.68%	18.37%	9.59%	9.35%

Putting Performance into Perspective

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

The graph comparing the Fund's performance to a benchmark index provides you with a general sense of how the Fund performed. To put this information in context, it may be helpful to understand the special differences between the two. The 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 to match the index. If they could, transaction costs and other expenses would be incurred. All Fund and benchmark returns include reinvested dividends.

The results prior to August 1, 2009 were achieved while the Fund was managed by a different investment adviser. The current investment adviser may produce different investment results than those achieved by the previous investment adviser.

The Fund's performance prior to November 10, 2008 was achieved under the previous investment strategy, which may have produced different results than the current investment strategy.

INTEGRITY DIVIDEND HARVEST FUND

DEAR SHAREHOLDERS:

Enclosed is the report of the operations for the Integrity Dividend Harvest Fund (the "Dividend Harvest Fund" or "Fund") for the year ended December 31, 2013. The Fund's portfolio and related financial statements are presented within for your review.

With a total return of 32.39%, the S&P 500 had its best year since 1997. Following a deal to avert the fiscal cliff in the first couple days of the year, the market went into rally mode as investors turned their attention to market fundamentals and a modestly growing economy. Investors then became slightly hesitant with automatic spending cuts set to kick in on March 1, yet the cuts kicked in with little immediate influence on the market. High yielding, low volatility stocks were the most desired in the first quarter, driving outperformance in the consumer staples, health care, and utilities sectors while the information technology and materials sectors lagged. The S&P 500 returned 10.61% for the quarter and all time highs were reached in both the Dow and S&P 500.

Headlines in the second quarter revolved around fears of the Federal Reserve ("the Fed") reducing its monthly asset purchase program. This caused the 10-year Treasury yield to increase from a low of 1.63% to 2.48% at quarter end. With yields on the rise, investors reduced their purchases of high-yielding stocks which had a material negative impact on the Fund. Although the Fed decided not to taper, interest rates remained elevated. Throughout the second quarter, the market was driven by cyclical sectors such as consumer discretionary and financials, while the utilities sector weighed on the market.

The third quarter began strong with improving economic numbers. In July, markets were led higher by the financials and health care sectors. Worries over the Fed tapering its asset purchases coupled with concerns that the U.S. would get involved in a conflict in Syria caused the market to pull back in August. However, the S&P 500 did move higher for the third quarter by 5.24%, helped by Fed Chairman Ben Bernanke assuring investors there were no immediate plans to taper following the September FOMC meeting.

October began with a 16-day Government shutdown, but the markets steadily pushed higher once a funding agreement was reached. Economic reports continued to improve and the Fed announced on December 18 that they would reduce their asset purchases from $85B per month down to $75B. Enjoying the positive economic reports and clear Fed guidance, the market rallied through the end of the year with the S&P 500 returning 10.51% for the fourth quarter. Ten-year Treasury yields ended up near 3.00%, weighing on non-cyclical sectors such as consumer staples, telecommunication services, and utilities. Cyclical sectors continued their strong performance led by industrials, information technology, and consumer discretionary.

The Fund returned 23.88%* for the year while the S&P 500 returned 32.39% and the Morningstar Large-Cap Value category returned 31.21%. An overweight allocation in utilities and staples and stock selection in consumer discretionary detracted from relative performance for the year while stock selection in utilities and an underweight allocation in information technology contributed to relative performance. Given the Portfolio Management Team's (the "Team") emphasis on "blue chip" stocks, which have demonstrated their ability to continue to pay dividends in both good times and in bad, the Fund's performance may tend to lag in strong up markets but also may typically hold up better in severe down markets.

The Fund seeks to maximize total return by emphasizing high current income with long term appreciation as a secondary objective, consistent with preservation of capital. In selecting securities, the Portfolio Management Team considers dividend yield, dividend growth rate, earnings growth, price-to-earnings multiples, and balance sheet strength. The Team emphasizes dividend yield in selecting stocks for the Fund because the Team believes that, over time, dividend income can contribute significantly to total return and is a more consistent source of investment return than capital appreciation.

If you would like more frequent updates, please visit the Fund's website at www.integrityvikingfunds.com for daily prices along with pertinent Fund information.

Sincerely,

The Portfolio Management Team

*Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance. The total annual fund operating expense ratio (before expense waivers and reimbursements and including acquired fund fees and expenses) as of the most recent fiscal year-end was 1.77%. The net annual fund operating expense ratio (after expense waivers and reimbursements and excluding acquired fund fees and expenses) as of the most recent fiscal year-end was 0.45%.

INTEGRITY DIVIDEND HARVEST FUND

PERFORMANCE (unaudited)

Comparison of change in value of a $10,000 investment in the Fund and the S&P 500 Index

	Integrity Dividend Harvest Fund without sales charge	Integrity Dividend Harvest Fund with maximum sales charge	S&P 500 Index
5/1/12	$10,000	$9,497	$10,000
12/31/12	$10,286	$9,769	$10,310
12/31/13	$12,743	$12,102	$13,649

Average Annual Total Returns for the periods ending December 31, 2013

	1 year	3 year	5 year	10 year	Since Inception (May 1, 2012)
Without sales charge	23.88%	N/A	N/A	N/A	15.64%
With sales charge (5.00%)	17.66%	N/A	N/A	N/A	12.12%

Putting Performance into Perspective

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

INTEGRITY GROWTH & INCOME FUND

DEAR SHAREHOLDERS:

Enclosed is the report of the operations for the Integrity Growth & Income Fund (the "Growth & Income Fund" or "Fund") for the year ended December 31, 2013. The Fund's portfolio and related financial statements are presented within for your review.

Headlines in the second quarter revolved around fears of the Federal Reserve ("the Fed") reducing its monthly asset purchase program. This caused the 10-year Treasury yield to increase from a low of 1.63% to 2.48% at quarter end. With yields on the rise, investors reduced their purchases of high-yielding stocks. Although the Fed decided not to taper, interest rates remained elevated. Throughout the second quarter, the market was driven by cyclical sectors such as consumer discretionary and financials, while the utilities sector weighed on the market.

October began with a 16-day Government shutdown, but the markets steadily pushed higher once a funding agreement was reached. Economic reports continued to improve and the Fed announced on December 18 that they would reduce their asset purchases from $85B per month down to $75B. Enjoying the positive economic reports and clear Fed guidance, the market rallied through the end of the year with the S&P 500 returning 10.51% for the fourth quarter. Ten-year Treasury yields ended up near 3.00%, weighing on non-cyclical sectors such as consumer staples, telecommunication services, and utilities. Cyclical sectors continued their strong performance led by industrials, information technology, and consumer discretionary.

The Fund returned 27.76%* for 2013, while the S&P 500 returned 32.39% and the Morningstar Large-Cap Growth category returned 33.92%. Stock selection in the industrials, consumer discretionary, and information technology sectors detracted from relative performance while stock selection in the energy and utilities sectors contributed to relative performance.

The Fund seeks to provide long-term growth of capital with dividend income as a secondary objective. The Portfolio Management Team ("Team") makes its investment decisions utilizing a top-down approach which focuses on sector weightings given the Team's broader economic and market outlook. Individual companies are then selected by considering a number of factors that may include, but are not limited to, revenue growth, earnings growth rate, dividend yield, cash flow growth rate, price-to-earnings (P/E) and price-to-cash flow (P/CF) multiples, strength of balance sheet, and price momentum. The Team tries to emphasize companies that it believes both offer attractive investment opportunities and demonstrate a positive awareness of their impact on the society in which they operate.

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

Sincerely,

The Portfolio Management Team

The views expressed are those of The Portfolio Management Team of Viking Fund Management. 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, the markets generally, or any of the funds in the Integrity Viking family of funds.

The total annual fund operating expense ratio (before expense waivers and reimbursements and including acquired fund fees and expenses) as of the most recent fiscal year-end was 1.83%. The net annual fund operating expense ratio (after expense waivers and reimbursements and excluding acquired fund fees and expenses) as of the most recent fiscal year-end was 1.36%.

INTEGRITY GROWTH & INCOME FUND

PERFORMANCE (unaudited)

Comparison of change in value of a $10,000 investment in the Fund and the S&P 500 Index

	Integrity Growth & Income Fund without sales charge	Integrity Growth & Income Fund with maximum sales charge	S&P 500 Index
12/31/03	$10,000	$9,500	$10,000
12/31/04	$11,189	$10,629	$11,088
12/30/05	$12,232	$11,620	$11,633
12/29/06	$14,073	$13,369	$13,470
12/31/07	$15,194	$14,434	$14,210
12/31/08	$11,083	$10,528	$8,953
12/31/09	$12,584	$11,954	$11,322
12/31/10	$14,747	$14,009	$13,028
12/30/11	$15,046	$14,294	$13,303
12/31/12	$16,944	$16,096	$15,432
12/31/13	$21,847	$20,754	$20,430

Average Annual Total Returns for the periods ending December 31, 2013

	1 year	3 year	5 year	10 year	Since Inception (January 3, 1995)
Without sales charge	27.76%	13.98%	14.53%	8.13%	8.87%
With sales charge (5.00%)	21.38%	12.06%	13.36%	7.57%	8.58%

Putting Performance into Perspective

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

INTEGRITY HIGH INCOME FUND

DEAR SHAREHOLDERS:

Enclosed is the report of the operations for the Integrity High Income Fund (the "High Income Fund" or "Fund") for the year ended December 31, 2013. The Fund's portfolio and related financial statements are presented within for your review.

Market Recap

Despite fluid developments with monetary and fiscal policy, coupled with persistent interest rate pressure, steadily improving macro fundamentals and wide spreads relative to low defaults produced coupon-type returns for high-yield bonds in 2013. Overall, the asset class outperformed Treasuries, investment-grade and emerging market bonds in 2013. Ultimately, investors' desire for yield and the support of positive corporate fundamentals continued to drive interest in the asset class. The Barclays Capital U.S. Corporate High Yield Bond Index returned 7.44% in 2013. Both spreads and yields ultimately tightened considerably during the period. At December 31, high-yield spreads (as measured by the Barclays Capital U.S. Corporate High Yield Bond Index) were 428 basis points (bps), 111 bps tighter for the 12-month period. For the same period, yields fell from 6.13% (at December 31, 2012) to 5.64%.

Riskier CCC-rated bonds outperformed again in 2013 as CCCs returned 13.82%, while single-Bs returned 7.27% and double-Bs returned 5.05%. All sectors provided positive returns (as measured by the Barclays Capital U.S. Corporate High Yield Index) with technology, consumer products and building materials leading performance for the year. The lowest-performing sectors for the year were pipelines, retailers and media cable.

For the second consecutive year, the high-yield primary market set a record for new issue volume. High-yield issuers priced a total of approximately $400 billion, nearly a 9% increase over last year's total. Importantly, despite the pick up in issuance, new-issue quality remained conservative overall, despite the increase in lower-quality issuance during the second half of the year. Refinancing activities continue to dominate the use of proceeds and lower-rated issuance remains well below levels seen prior to the last default cycle.

Retail demand for high-yield bonds weakened in 2013, as rising interest rates and volatility due to uncertainty about monetary and fiscal policy outweighed strong fundamentals and very low default rates. Specifically, high-yield mutual fund flows totaled a net outflow of $4.1 billion in 2013 compared with $29 billion of inflows last year.

Default activity in 2013 was benign, as both default volume and the high-yield default rate reached six-year lows. The trailing 12-month par-weighted high-yield default rate decreased to 0.66%, its lowest level since December 2007. Record capital market conditions have been an important driver of low defaults as issuers continue to refinance at lower rates and extend debt maturity profiles. Default activity is expected to remain low with a forecasted sub-2% default rate through 2015, considerably below historical averages.

Portfolio Performance and Positioning

For the year, the Integrity High Income Fund returned 6.32%* (A Class Shares, net of fees) and 5.53%* (C Class Shares, net of fees), compared to its benchmark, the Barclays Capital U.S. Corporate High Yield Bond Index, which returned 7.44%, and an annual return of 7.41% for the Merrill Lynch High Yield Master II Constrained Index. In addition to the negative impact of cash flows, the Fund underperformed its benchmark (on a net of fees basis) for the year due to security selection in the telecommunications, consumer services and media non-cable sectors. The largest detractors came from relative weightings in Sprint Corporation, Springleaf Finance Corporation, Reichhold Industries, DISH DBS Corporation and ArcelorMittal. Alternatively, relative contributions from security selection in the healthcare, technology and independent energy sectors enhanced performance. Specifically, relative weightings in Radiation Therapy Services, Reynolds Group, First Data Corporation, Accellent and Marina District Finance improved results for the year.

Compared to the benchmark at quarter-end, the Fund was overweight in healthcare, technology and consumer products due to our view of the relative value opportunities within those sectors. The Fund was underweight in metals and mining, electric utilities and oil field services because we have not found these sectors compelling due to challenging fundamental outlooks or rich valuations.

Market Outlook

In 2014, we expect improving growth in the U.S. and modestly positive growth globally. We anticipate that corporate earnings will strengthen in 2014 and corporate balance sheets will remain healthy and supportive of valuations. Given attractive financing rates, companies continue to refinance and extend debt-maturity profiles. Mergers-and-acquisition activity, which has been generally constructive for high-yield companies, should accelerate in 2014. Default rates are forecasted to remain below 2% through 2015. We expect tapering to continue throughout 2014 as the U.S. economic data improves, pushing Treasury rates gradually higher throughout the year. Although high yield has shown low or negative correlation with rates historically, given the current spread levels and relative low absolute yields combined with the continued tapering of quantitative easing and associated further rate rises, we believe high yield will be more positively correlated. We also expect the re-emergence of spread and performance volatility around technical pressures resulting from retail fund flows. Importantly, we expect high yield to continue to exhibit strong relative performance versus most other fixed income assets in 2014 as we forecast low single-digit returns for the broader high-yield market. We will continue to utilize our bottom-up, individual security selection investment process to capitalize on dislocations in value and market opportunities.

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

Sincerely,

Robert L. Cook
Managing Director
J.P. Morgan Investment Management, Inc.

Thomas G. Hauser
Vice President
J.P. Morgan Investment Management, Inc.

The views expressed are those of Robert L. Cook, Senior Portfolio Manager and Managing Director, and Thomas G. Hauser, Vice President, J.P. Morgan Investment Management, Inc. ("JPMIM"), sub-adviser to the Fund. 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, the markets generally, or any of the funds in the Integrity Viking family of funds.

*Performance does not include applicable front-end or contingent deferred sales charges, which would have reduced the performance. The total annual fund operating expense ratio (before expense waivers and reimbursements and including acquired fund fees and expenses) as of the most recent fiscal year-end was 1.66% for Class A and 2.41% for Class C. The net annual fund operating expense ratio (after expense waivers and reimbursements and excluding acquired fund fees and expenses) as of the most recent fiscal year-end was 1.15% for Class A and 1.90% for Class C.

INTEGRITY HIGH INCOME FUND

PERFORMANCE (unaudited)

Comparison of change in value of a $10,000 investment in the Fund and the Barclays Capital U.S. Corporate High-Yield Bond Index

	Integrity High Income Fund Class A without sales charge	Integrity High Income Fund Class A with maximum sales charge	Barclays Capital U.S. Corporate High Yield Bond Index
4/30/04	$10,000	$9,579	$10,000
12/31/04	$10,981	$10,518	$10,934
12/30/05	$11,803	$11,306	$11,233
12/29/06	$13,061	$12,511	$12,567
12/31/07	$11,746	$11,251	$12,803
12/31/08	$7,724	$7,398	$9,455
12/31/09	$12,015	$11,509	$14,959
12/31/10	$13,625	$13,051	$17,219
12/30/11	$14,219	$13,620	$18,077
12/31/12	$16,241	$15,557	$20,935
12/31/13	$17,268	$16,541	$22,496

Average Annual Total Returns for the periods ending December 31, 2013

	1 year	3 year	5 year	10 year	Since Inception (April 30, 2004)
Class A Without sales charge	6.32%	8.21%	17.45%	N/A	5.81%
Class A With sales charge (4.25%)	1.86%	6.65%	16.45%	N/A	5.34%
Class C Without CDSC	5.53%	7.45%	16.59%	N/A	4.99%
Class C With CDSC (1.00%)	4.53%	7.45%	16.59%	N/A	4.99%

Putting Performance into Perspective

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

WILLISTON BASIN/MID-NORTH AMERICA STOCK FUND

PORTFOLIO MARKET SECTORS December 31, 2013

Energy	65.1%
Industrials	12.6%
Materials	9.4%
Cash Equivalents and Other	6.7%
Utilities	6.2%
	100.0%

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

These percentages are based on net assets and are subject to change.

SCHEDULE OF INVESTMENTS December 31, 2013

	Shares		Fair Value

COMMON STOCKS (93.3%)

Energy (65.1%)
*Antero Resources Corp	112,000	$	7,105,280
*Athlon Energy Inc	150,000		4,537,500
*Atwood Oceanics	222,000		11,852,580
*C&J Energy Services Inc	316,000		7,299,600
*Cameron International Corp	374,000		22,264,220
Cimarex Energy Co.	60,000		6,294,600
*Concho Resources Inc	84,000		9,072,000
*Continental Resources Inc	116,000		13,052,320
Delek US Holdings Inc	180,000		6,193,800
*Diamondback Energy	107,000		5,656,020
*Dresser-Rand Group Inc	350,000		20,870,500
EOG Resources Inc	94,600		15,877,664
Enbridge Inc	356,000		15,550,080
Exxon Mobil Corp	205,000		20,746,000
*FMC Technologies, Inc.	128,000		6,682,880
*Gulfport Energy Corp	92,000		5,809,800
Halliburton Company	676,000		34,307,000
Helmerich & Payne Inc	178,000		14,966,240
HollyFrontier Corp	272,000		13,515,680
Kinder Morgan Inc	419,000		15,084,000
National Oilwell Varco Inc	362,000		28,789,860
*Oasis Petroleum	404,000		18,975,880
Phillips 66	215,000		16,582,950
Pioneer Natural Resources	130,000		23,929,100
*Sanchez Energy Corp	315,000		7,720,650
Schlumberger Ltd	147,000		13,246,170
Semgroup Corp	75,000		4,892,250
Superior Energy Services	553,000		14,715,330
Tesoro Corp	260,000		15,210,000
*Triangle Petroleum Corp	600,000		4,992,000
Valero Energy Corp	385,000		19,404,000
*Whiting Petroleum Corp	236,000		14,601,320
Williams Companies Inc	450,000		17,356,500
			457,153,774
Industrials (12.6%)
Canadian Pacific Railway LTD	82,000	$	12,408,240
Chicago Bridge & Iron	281,000		23,362,340
Fluor Corp	361,000		28,984,690
KBR Inc	224,000		7,143,360
Trinity Industries Inc	88,000		4,797,760
Union Pacific Corp	69,000		11,592,000
			88,288,390
Materials (9.4%)
CF Industries Holdings Inc	54,500		12,700,680
Monsanto Company	85,000		9,906,750
US Silica Holdings Inc	570,000		19,442,700
Westlake Chemical Corp	80,000		9,765,600
Lyondellbasell Indu Class A	180,000		14,450,400
			66,266,130
Utilities (6.2%)
#MDU Resources Group Inc	1,020,000		31,161,000
ONEOK Inc	195,000		12,125,100
			43,286,100

TOTAL COMMON STOCKS (COST: $543,800,410)		$	654,994,394

SHORT-TERM SECURITIES (6.5%)	Shares
^Wells Fargo Advantage Cash Investment Money Market Fund 0.010% (COST: $45,875,966)	45,875,966	$	45,875,966

TOTAL INVESTMENTS IN SECURITIES (COST: $589,676,376) (99.8%)		$	700,870,360
OTHER ASSETS LESS LIABILITIES (0.2%)			1,001,698

NET ASSETS (100.0%)		$	701,872,058

^	Variable rate security; rate shown represents rate as of December 31, 2013

*	Non-income producing

#	Illiquid security. See Note 2. Total market value of illiquid securities amount to $31,161,000, representing 4.4% of net assets as of December 31, 2013.

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

INTEGRITY DIVIDEND HARVEST FUND

PORTFOLIO MARKET SECTORS December 31, 2013

Consumer Staples	24.6%
Utilities	14.0%
Energy	13.1%
Health Care	8.3%
Financials	7.6%
Consumer Discretionary	7.5%
Industrials	7.2%
Materials	6.8%
Telecommunication Services	5.4%
Information Technology	3.3%
Cash Equivalents and Other	2.2%
	100.0%

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

These percentages are based on net assets and are subject to change.

SCHEDULE OF INVESTMENTS December 31, 2013

	Shares		FairValue
COMMON STOCKS (97.8%)

Consumer Discretionary (7.5%)
Leggett & Platt Inc	11,500	$	355,810
McDonalds Corp	7,800		756,834
Target Corp	5,550		351,149
			1,463,79
Consumer Staples (24.6%)
Altria Group Inc	24,500		940,555
Clorox Co/The	4,500		417,420
Coca-Cola Co/The	14,000		578,340
Kimberly-Clark Corp	6,900		720,774
Lorillard Inc	6,900		349,692
PepsiCo Inc	8,400		696,696
Procter & Gamble Co/The	8,600		700,126
Reynolds American Inc.	2,000		99,980
Sysco Corp	9,000		324,900
			4,828,483
Energy (13.1%)
Chevron Corp	5,500		687,005
Exxon Mobil Corp	2,500		253,000
HollyFrontier Corp	9,000		447,210
Kinder Morgan Inc	3,800		136,800
Occidental Petroleum Corp	5,800		551,580
Williams Companies Inc	12,500		482,125
			2,557,720
Financials (7.6%)
Aflac, Inc	5,050		337,340
Cincinnati Financial Corp	6,400		335,168
Mercury General Corp	5,700		283,347
Old Republic Intl Corp	11,000		189,970
Wells Fargo & Company	7,400		335,960
			1,481,785
Health Care (8.3%)
Cardinal Health	8,000		534,480
Glaxosmithkline PLC - ADR	2,400		128,136
Johnson & Johnson	10,500		961,695
			1,624,311
Industrials (7.2%)
Emerson Electric Co	9,600		673,728
General Electric Co	19,000		532,570
Republic Services Inc	6,000		199,200
			1,405,498
Information Technology (3.3%)
Automatic Data Processing, Inc	2,000		161,620
Intel Corp	6,500		168,740
Microsoft Corp	8,500		318,155
			648,515
Materials (6.8%)
Air Products & Chemical	5,700		637,146
Dow Chemical Co/The	12,000		532,800
Lyondellbasell Indu Class A	2,000		160,560
			1,330,506
Telecommunication Services (5.4%)
AT&T Inc	20,600		724,296
Verizon Communications Inc	6,900		339,066
			1,063,362
Utilities (14.0%)
Alliant Energy Corp	5,900		304,440
American Electric Power	4,100		191,634
Black Hills Corp	3,500		183,785
Consolidated Edison Inc	5,500		304,040
Dominion Resources	4,200		271,698
#MDU Resources Group Inc	26,500		809,575
ONEOK Inc	2,000		124,360
Southern Company	7,100		291,881
Vectren Corp	7,200		255,600
			2,737,013

TOTAL COMMON STOCKS (COST: $17,228,025)		$	19,140,986

SHORT-TERM SECURITIES (2.2%)	Shares
^Wells Fargo Advantage Cash Investment Money Market Fund 0.010% (COST: $436,714)	436,714	$	436,714

TOTAL INVESTMENTS IN SECURITIES (COST: $17,664,739) (100%)		$	19,577,700
OTHER ASSETS LESS LIABILITIES (0.0%)			3,115

NET ASSETS (100.0%)		$	19,580,815

^	Variable rate security; rate shown represents rate as of December 31, 2013

#	Illiquid security. See Note 2. Total market value of illiquid securities amount to $809,575, representing 4.1% of net assets as of December 31, 2013.

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

INTEGRITY GROWTH & INCOME FUND

PORTFOLIO MARKET SECTORS December 31, 2013

Information Technology	17.5%
Financials	14.8%
Energy	12.4%
Consumer Discretionary	11.9%
Health Care	9.7%
Consumer Staples	9.5%
Materials	8.5%
Industrials	8.2%
Utilities	4.2%
Telecommunication Services	1.9%
Cash Equivalents and Other	1.4%
	100.0%

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

These percentages are based on net assets and are subject to change.

SCHEDULE OF INVESTMENTS December 31, 2013

	Shares		Fair Value
COMMON STOCKS (98.6%)

Consumer Discretionary (11.9%)
*Buffalo Wild Wings Inc	2,300	$	338,560
Ford Motor Co	55,500		856,365
*General Motors Co	9,000		367,830
Lowe's Companies Inc	9,000		445,950
McDonalds Corp	3,500		339,605
Target Corp	7,800		493,506
Walt Disney Company	15,500		1,184,200
			4,026,016
Consumer Staples (9.5%)
Coca-Cola Enterprises	8,000		353,040
Kimberly-Clark Corp	5,500		574,530
Mondelez International Inc	29,000		1,023,700
PepsiCo Inc	5,500		456,170
Whole Foods Market Inc.	14,000		809,620
			3,217,060
Energy (12.4%)
*Antero Resources Corp	3,000		190,320
Delek US Holdings Inc	14,000		481,740
Exxon Mobil Corp	4,500		455,400
Halliburton Company	12,000		609,000
National Oilwell Varco Inc	6,100		485,133
Phillips 66	5,000		385,650
Pioneer Natural Resources	5,000		920,350
Valero Energy Corp	13,000		655,200
			4,182,793
Financials (14.8%)
Aflac, Inc	7,500		501,000
BlackRock Inc	3,000		949,410
JP Morgan Chase & Co	18,000		1,052,640
Prudential Finl	7,000		645,540
US Bancorp	17,500		707,000
Wells Fargo & Company	25,000		1,135,000
			4,990,590
Health Care (9.7%)
*Express Scripts Holding Co	10,000		702,400
Johnson & Johnson	9,500		870,105
ST Jude Medical Inc	9,000		557,550
Thermo Fisher Scientific Inc	10,200		1,135,770
			3,265,825
Industrials (8.2%)
*Chart Industries Inc	2,000		191,280
Cummins Inc	3,000		422,910
Fluor Corp	10,000		802,900
General Electric Co	24,000		672,720
Union Pacific Corp	4,000		672,000
			2,761,810
Information Technology (17.5%)
Apple Inc	1,900		1,066,109
*Cognizant Technology Solutions Corp	9,000		908,820
EMC Corp	20,000		503,000
*Google Inc - Class A	260		291,385
Intel Corp	26,200		680,152
KLA-Tencor Corp	7,000		451,220
*Micron Technology	31,000		674,560
Qualcomm Inc	5,000		371,250
Xerox Corp	80,000		973,600
			5,920,096
Materials (8.5%)
CF Industries Holdings Inc	3,000		699,120
Eastman Chemical Company	3,000		242,100
Methanex Corp	11,000		651,640
Lyondellbasell Indu - Class A	16,000		1,284,480
			2,877,340
Telecommunication Services (1.9%)
AT&T Inc	18,000		632,880

Utilities (4.2%)
#MDU Resources Group Inc	47,000		1,435,850

TOTAL COMMON STOCKS (COST: $27,589,925)		$	33,310,260

SHORT-TERM SECURITIES (1.2%)	Shares
^Wells Fargo Advantage Cash Investment Money Market Fund 0.010% (COST: $414,079)	414,079	$	414,079

TOTAL INVESTMENTS IN SECURITIES COST: $28,004,004) (99.8%)		$	33,724,339
OTHER ASSETS LESS LIABILITIES (0.2%)			78,653

NET ASSETS (100.0%)		$	33,802,992

^	Variable rate security; rate shown represents rate as of December 31, 2013

*	Non-income producing

#	Illiquid security. See Note 2. Total market value of illiquid securities amount to $1,435,850, representing 4.2% of net assets as of December 31, 2013.

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

INTEGRITY HIGH INCOME FUND

PORTFOLIO MARKET SECTORS December 31, 2013

Consumer Discretionary	26.6%
Industrials	12.8%
Telecommunication Services	10.6%
Health Care	10.1%
Energy	9.8%
Financials	8.5%
Information Technology	7.3%
Materials	6.6%
Consumer Staples	5.0%
Cash Equivalents and Other	1.9%
Utilities	0.8%
	100.0%

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

These percentages are based on net assets and are subject to change.

SCHEDULE OF INVESTMENTS December 31, 2013

		Principal Amount		Fair Value
CORPORATE BONDS (98.1%)

Consumer Discretionary (26.6%)
AMC Entertainment Inc 8.750% 6/1/19	$	45,000	$	48,094
AMC Entertainment Holdings 9.750% 12/1/20		135,000		154,406
Academy Ltd -144A 9.250% 8/1/19		70,000		77,350
Allegion US Holdings Co - 144A 5.750% 10/1/21		30,000		31,200
Allison Transmission Inc - 144A 7.125% 5/15/19		125,000		134,687
American Axle & MFG Inc 7.750% 11/15/19		50,000		56,875
American Axle & MFG Inc 6.250% 3/15/21		25,000		26,562
American Tire Dist Inc 9.750% 6/1/17		60,000		63,600
BC Mountain LLC - 144A 7.000% 2/1/21		20,000		20,200
CCO Holdings LLC/CAP Corp 7.000% 1/15/19		155,000		163,331
CCO Holdings LLC/CAP Corp 7.375% 6/1/20		60,000		64,950
CCO Holdings LLC/CAP Corp 5.250% 9/30/22		60,000		56,025
CCO Holdings LLC/Cap Corp - 144A 5.250% 3/15/21		40,000		38,200
CSC Holdings LLC 8.625% 2/15/19		135,000		158,287
*Caesars Entertainment 8.500% 2/15/20		155,000		149,187
Caesars Operating Escrow 9.000% 2/15/20		275,000		267,437
(1)Chinos Intermediate Holdings - 144A 7.750%/8.500% 5/1/19		50,000		51,125
Chrysler GP/CG CO-Issuer 8.250% 6/15/21		200,000		227,500
Cinemark USA Inc 7.375% 6/15/21		60,000		66,300
Cinemark USA Inc 4.875% 6/1/23		45,000		42,300
Claires Stores Inc 8.875% 3/15/19		75,000		77,250
Claire's Stores Inc - 144A 9.000% 3/15/19		160,000		173,600
Clear Channel Communication 9.000% 3/1/21		180,000		181,800
Clear Channel Worldwide 7.625% 3/15/20		5,000		5,200
Clear Channel Worldwide 7.625% 3/15/20		115,000		120,894
Clear Channel Worldwide 6.500% 11/15/22		95,000		96,306
Clear Channel Worldwide 6.500% 11/15/22		245,000		250,206
Dana Holding Corp 6.500% 2/15/19		80,000		85,000
Dana Holding Corp 5.375% 9/15/21		60,000		60,225
Dana Holding Corp 6.000% 9/15/23		15,000		15,037
Dish DBS Corp 7.875% 9/1/19		255,000		291,975
Dish DBS Corp 6.750% 6/1/21		115,000		121,900
Dish DBS Corp 5.875% 7/15/22		145,000		145,000
Dish DBS Corp 5.125% 5/1/20		75,000		75,187
Easton-Bell Sports Inc 9.750% 12/1/16		185,000		193,789
Ford Motor Credit Co LLC 5.000% 5/15/18		75,000		83,543
General Motors Co - 144A 4.875% 10/2/23		230,000		232,875
General Motors Finl Co - 144A 2.750% 5/15/16		35,000		35,438
General Motors Finl Co - 144A 3.250% 5/15/18		15,000		15,000
General Motors Finl Co - 144A 4.250% 5/15/23		35,000		33,294
Goodyear Tire & Rubber Corp 8.750% 8/15/20		45,000		52,650
Goodyear Tire & Rubber Corp 8.250% 8/15/20		90,000		100,575
Goodyear Tire & Rubber Corp 6.500% 3/1/21		45,000		47,700
Gymboree Corp 9.125% 12/1/18		90,000		82,913
HD Supply Inc 8.125% 4/15/19		130,000		144,788
HD Supply Inc 11.000% 4/15/20		50,000		59,250
HD Supply Inc 11.500% 7/15/20		75,000		89,531
Hanesbrands Inc 6.375% 12/15/20		75,000		81,938
Harrahs Operating Co Inc 11.250% 6/1/17		160,000		162,800
Harrahs Operating Co Inc 10.000% 12/15/18		60,000		28,800
Hilton Worldwide Finance - 144A 5.625% 10/15/21		55,000		57,063
Hughes Satellite Systems Corp 6.500% 6/15/19		70,000		75,775
Interactive Data Corp 10.250% 8/1/18		107,000		117,433
Inventiv Health Inc - 144A 10.000% 8/15/18		35,000		30,975
Inventiv Health Inc - 144A 10.000% 8/15/18		50,000		44,125
Inventiv Health Inc - 144A 9.000% 1/15/18		85,000		88,400
Isle of Capri Casinos 5.875% 3/15/21		100,000		98,250
Jarden Corp 7.500% 1/15/20		100,000		108,000
Libbey Glass Inc 6.875% 5/15/20		54,000		58,320
Limited Brands Inc 6.625% 4/1/21		100,000		109,750
Lynx I Corp - 144A 5.375% 4/15/21		200,000		200,000
MGM Resorts Intl 8.625% 2/1/19		170,000		199,325
MGM Resorts Intl 7.750% 3/15/22		85,000		94,988
MGM Resorts Intl 6.750% 10/1/20		170,000		181,900
MGM Resorts Intl 5.250% 3/31/20		95,000		94,288
Marina District Fin 9.875% 8/15/18		135,000		146,138
Neiman Marcus - 144A 8.000% 10/15/21		30,000		31,350
(1)Neiman Marcus - 144A 8.750%/9.500% 10/15/21		20,000		20,950
McGraw-Hill Global ED - 144A 9.750% 4/1/21		40,000		44,200
(1)Michaels Finco Hldg/Inc - 144A 7.500%/8.250% 8/1/18		45,000		46,800
Michaels Stores Inc 7.750% 11/1/18		150,000		162,750
Nexstar Broadcasting, Inc 6.875% 11/15/20		95,000		101,650
Nexeo Solutions LLC/Corp 8.375% 3/1/18		65,000		64,513
Nielsen Finance LLC 4.500% 10/1/20		25,000		24,313
Paris Las Vegas Holdings - 144A 8.000% 10/1/20		80,000		83,200
Party City Holdings Inc 8.875% 8/1/20		140,000		156,800
JC Penney Corp 5.750% 2/15/18		35,000		28,700
JC Penney Corp 6.375% 10/15/36		65,000		48,425
JC Penney Corp 7.950% 4/1/17		15,000		13,050
Petco Animal Supplies - 144A 9.250% 12/1/18		35,000		37,538
Polymer Group Inc 7.750% 2/1/19		110,000		117,288
Quebecor Media 5.750% 1/15/23		90,000		87,075
RHP Hotel PPTY 5.000% 4/15/21		30,000		29,625
RKI EXP & Prod - 144A 8.500% 8/1/21		60,000		63,150
RSI Home Products Inc - 144A 6.875% 3/1/18		30,000		31,425
Radio Systems Corp - 144A 8.375% 11/1/19		80,000		87,800
Sabre Inc - 144A 8.500% 5/15/19		195,000		216,450
Sally Holdings 6.875% 11/15/19		75,000		82,875
Sally Holdings 5.750% 6/1/22		50,000		52,000
Serta Simmons Hldgs LLC - 144A 8.125% 10/1/20		200,000		217,500
Service Corp Intl 7.625% 10/1/18		25,000		28,750
Service Corp Intl 7.500% 4/1/27		95,000		100,225
Service Corp Intl 7.000% 5/15/19		60,000		64,200
Service Corp Intl - 144A 5.375% 1/15/22		10,000		10,125
Servicemaster Company 7.000% 8/15/20		65,000		64,431
Sirius XM Radio INC - 144A 4.250% 5/15/20		130,000		122,850
Sirius XM Radio INC - 144A 5.750% 8/1/21		55,000		55,550
Tempur Pedic Internation 6.875% 12/15/20		50,000		54,500
Uncle Acquistion 2010 8.625% 2/15/19		120,000		120,000
Vail Resorts Inc 6.500% 5/1/19		150,000		159,000
Videotron Ltd 5.000% 7/15/22		25,000		24,438
Visteon Corp 6.750% 4/15/19		83,000		88,188
William Carter - 144A 5.250% 8/15/21		15,000		15,225
Zayo Escrow Corp 8.125% 1/1/20		65,000		71,175
				9,574,894
Consumer Staples (5.0%)
Armored AutoGroup Inc 9.250% 11/1/18		60,000		57,750
B&G Foods Inc 4.625% 6/1/21		25,000		24,000
Bumble Bee Acquisition - 144A 9.000% 12/15/17		128,000		140,160
*Central Garden & Pet Co 8.250% 3/1/18		180,000		175,050
Chiquita Brands Intl - 144A 7.875% 2/1/21		75,000		81,188
Constellation Brands Inc 3.750% 5/1/21		35,000		32,900
Del Monte Corp 7.625% 2/15/19		185,000		192,169
Mem Prod Part LP/Fin Corp 7.625% 5/1/21		50,000		51,375
Post Holdings Inc 7.375% 2/15/22		135,000		144,450
Post Holdings Inc - 144A 7.375% 2/15/22		10,000		10,700
Post Holdings Inc - 144A 6.750% 12/1/21		20,000		20,700
Reynolds GRP ISS/Reynold 9.875% 8/15/19		100,000		111,250
*Reynolds GRP ISS/Reynold 9.000% 4/15/19		400,000		429,000
Reynolds Group 5.750% 10/15/20		145,000		147,900
Rite Aid Corp 9.250% 3/15/20		45,000		51,638
Sally Holdings 5.500% 11/1/23		20,000		19,850
Spectrum Brands Hldgs 6.750% 3/15/20		40,000		43,050
Spectrum Brands Escrow Corp - 144A 6.375% 11/15/20		25,000		26,688
Spectrum Brands Escrow Corp - 144A 6.625% 11/15/22		25,000		26,594
				1,786,412
Energy (9.8%)
Access Midstream Partner 4.875% 5/15/23		30,000		28,950
Antero Resources Corp - 144A 5.375% 11/1/21		40,000		40,400
Arch Coal Inc 7.000% 6/15/19		40,000		31,800
Arch Coal Inc 7.250% 6/15/21		105,000		80,325
Arch Coal Inc - 144A 8.000% 1/15/19		20,000		19,950
Berry Petroleum Co 6.375% 9/15/22		45,000		45,788
Breitburn Energy Partner 8.625% 10/15/20		75,000		80,625
Breitburn Energy Partner 7.875% 4/15/22		110,000		114,400
Chesapeake Energy Corp 6.875% 11/15/20		25,000		28,250
Chesapeake Energy Corp 6.625% 8/15/20		80,000		89,400
Chesapeake Energy Corp 6.125% 2/15/21		20,000		21,450
Access Midstream Partner 5.875% 4/15/21		30,000		31,950
Chesapeake Midstream PT 6.125% 7/15/22		65,000		69,550
Crestwood Midstream Partners - 144A 6.125% 3/1/22		45,000		46,125
Crosstex Energy LP 8.875% 2/15/18		165,000		173,456
Denbury Resources Inc 8.250% 2/15/20		45,000		49,556
Denbury Resources Inc 4.625% 7/15/23		50,000		45,125
EP Ener/Everest Acq Fin 7.750% 9/1/22		75,000		84,000
EV Energy Partners 8.000% 4/15/19		135,000		135,675
El Paso Corporation 7.250% 6/1/18		90,000		102,748
Forest Oil Corp 7.250% 6/15/19		5,000		4,869
Halcon Resources Corp 8.875% 5/15/21		135,000		136,350
Halcon Resources Corp - 144A 9.250% 2/15/22		30,000		30,525
Halcon Resources Corp - 144A 9.750% 7/15/20		15,000		15,619
Hiland Part Lp/Corp - 144A 7.250% 10/1/20		60,000		64,350
James River Escrow Inc 7.875% 4/1/19		40,000		10,800
Kodiak Oil & Gas Corp 8.125% 12/1/19		100,000		111,000
Kodiak Oil & Gas Corp 5.500% 1/15/21		10,000		9,975
Kodiak Oil & Gas Corp 5.500% 2/1/22		10,000		9,950
Legacy Reserves/Finance - 144A 8.000% 12/1/20		70,000		72,800
Linn Energy LLC 7.750% 2/1/21		155,000		163,913
Linn Energy LLC - 144A 7.000% 11/1/19		65,000		65,650
Meg Energy Corp - 144A 6.375% 1/30/23		50,000		50,313
Meg Energy Corp - 144A 7.000% 3/31/24		60,000		60,750
Markwest Energy Part/Fin 5.500% 2/15/23		75,000		75,563
Mem Prod Part LP/Fin Corp - 144A 7.625% 5/1/21		10,000		10,275
Midstates Petro Inc 10.750% 10/1/20		50,000		54,375
Midstates Petro Inc 9.250% 6/1/21		45,000		47,025
Oasis Petroleum Inc - 144A 6.875% 3/15/22		55,000		58,300
Peabody Energy Corp 6.000% 11/15/18		35,000		37,275
Peabody Energy Corp 6.250% 11/15/21		70,000		70,700
*Plains Exploration & Production 6.500% 11/15/20		165,000		182,223
Plains Exploration & Production 6.875% 2/15/23		85,000		94,775
QR Energy LP/QRE Finance 9.250% 8/1/20		70,000		72,450
Regency Energy Partners 5.500% 4/15/23		50,000		48,750
Rentech NIT Part/Finance - 144A 6.500% 4/15/21		45,000		43,425
Sandridge Energy Inc 7.500% 3/15/21		35,000		36,663
Sandridge Energy Inc 8.125% 10/15/22		50,000		53,000
Tervita Corp - 144A 8.000% 11/15/18		70,000		72,275
Tesoro Corp 5.875% 10/1/20		60,000		61,350
Tesoro Corp 6.125% 10/15/21		35,000		36,050
Tesoro Corp - 144A 5.875% 10/1/20		30,000		30,675
Trinidad Drilling Ltd - 144A 7.875% 1/15/19		80,000		85,000
Vanguard Nat Res/VNR Fin 7.875% 4/1/20		70,000		73,500
Whiting Petroleum Corp 5.750% 3/15/21		155,000		160,425
				3,530,461
Financials (8.5%)
Ally Financial Inc 6.250% 12/1/17		305,000		340,075
Ally Financial Inc 7.500% 9/15/20		200,000		233,000
Ally Financial Inc 5.500% 2/15/17		60,000		64,950
(2)Ally Financial Inc 2.926% 7/18/16		55,000		56,223
Ally Financial Inc 4.750% 9/10/18		5,000		5,231
Avaya Inc - 144A 7.000% 4/1/19		115,000		112,700
(2)(3)*Bank of America Corp 8.000% Perpetual Maturity		165,000		182,820
Cit Group Inc - 144A 5.500% 2/15/19		55,000		58,988
Cit Group Inc 5.250% 3/15/18		120,000		128,700
Cit Group Inc 4.250% 8/15/17		110,000		114,538
CNH Capital LLC 6.250% 11/1/16		55,000		60,706
Corrections Corp of America 4.125% 4/1/20		85,000		83,300
Corrections Corp of America 4.625% 5/1/23		15,000		14,138
Denali Borrower - 144A 5.625% 10/15/20		100,000		99,125
Geo Group Inc 6.625% 2/15/21		65,000		68,738
Geo Group Inc - 144A 5.875% 1/15/22		65,000		64,513
*Intl Lease Fin Corp 8.750% 3/15/17		280,000		329,700
Intl Lease Fin Corp 6.250% 5/15/19		80,000		86,600
Intl Lease Fin Corp 5.875% 4/1/19		210,000		223,650
Nielsen Co Lux Sarl - 144A 5.500% 10/1/21		30,000		30,450
Nuveen Investments Inc - 144A 9.500% 10/15/20		95,000		95,238
Realogy Corp - 144A 7.875% 2/15/19		120,000		131,700
Realogy Corp - 144A 7.625% 1/15/20		70,000		78,575
UPCB Fin III LTD - 144A 6.625% 7/1/20		300,000		318,750
WMG Acquisition Corp 11.500% 10/1/18		40,000		46,000
WMG Acquisition Corp - 144A 6.000% 1/15/21		36,000		37,395
				3,065,803
Health Care (10.1%)
Accellent Inc 8.375% 2/1/17		85,000		88,931
Accellent Inc 10.000% 11/1/17		90,000		92,925
Alere Inc 6.500% 6/15/20		25,000		25,563
Biomet Inc 6.500% 8/1/20		190,000		199,500
DJO Fin LLC/DJO Fin Corp 7.750% 4/15/18		150,000		152,625
DJO Fin LLC/DJO Fin Corp 8.750% 3/15/18		50,000		54,875
DJO Fin LLC/DJO Fin Corp 9.875% 4/15/18		20,000		21,500
Davita Inc 6.375% 11/1/18		25,000		26,250
Davita Inc 6.625% 11/1/20		70,000		75,075
Fresenius Med Care II - 144A 5.625% 7/31/19		30,000		32,400
HCA Inc 6.500% 2/15/20		90,000		98,888
*HCA Inc 7.500% 2/15/22		470,000		515,825
*HCA Holdings Inc 7.750% 5/15/21		275,000		300,438
HCA Holdings Inc 6.250% 2/15/21		50,000		52,313
Healthsouth Corp 8.125% 2/15/20		65,000		71,256
Healthsouth Corp 7.750% 9/15/22		49,000		53,655
Healthsouth Corp 5.750% 11/1/24		25,000		24,688
(1)Healthcare Technology Inc - 144A 7.375%/8.125% 9/1/18		25,000		26,000
Hologic Inc 6.250% 8/1/20		115,000		121,325
IMS Health Inc - 144A 6.000% 11/1/20		90,000		95,625
Kinetics Concept/KCI USA 10.500% 11/1/18		160,000		184,000
Radiation Therapy Service 9.875% 4/15/17		100,000		87,500
Radiation Therapy Service 8.875% 1/15/17		60,000		60,600
Tenet Healthcare Corp - 144A 6.000% 10/1/20		75,000		78,281
*Tenet Healthcare Corp 8.000% 8/1/20		225,000		244,406
Tenet Healthcare Corp 4.750% 6/1/20		135,000		131,963
Tenet Healthcare Corp 6.750% 2/1/20		30,000		30,750
Tenet Healthcare Corp 8.125% 4/1/22		60,000		64,650
USPI Finance Corp 9.000% 4/1/20		90,000		100,800
Valeant Pharmaceuticals - 144A 7.000% 10/1/20		110,000		118,525
Valeant Pharmaceuticals - 144A 6.750% 8/15/21		90,000		95,400
Valeant Pharmaceuticals - 144A 7.250% 7/15/22		105,000		113,006
Valeant Pharmaceuticals - 144A 7.500% 7/15/21		170,000		186,575
				3,626,113
Industrials (12.8%)
FGI Operating Co LLC 7.875% 5/1/20		70,000		74,900
GenCorp, Inc. 7.125% 3/15/21		120,000		128,400
Acco Brands Corp 6.750% 4/30/20		165,000		162,938
ADT Corp 3.500% 7/15/22		15,000		13,057
ADT Corp - 144A 6.250% 10/15/21		45,000		47,250
Aircastle Ltd 9.750% 8/1/18		80,000		87,400
Aircastle Ltd 6.750% 4/15/17		20,000		22,300
Aircastle Ltd 7.625% 4/15/20		40,000		44,900
Aircastle Ltd 4.625% 12/15/18		45,000		45,338
Alliant Techsystems Inc - 144A 5.250% 10/1/21		40,000		40,100
Amsted Industries - 144A 8.125% 3/15/18		105,000		110,644
Ashtead Capital Inc - 144A 6.500% 7/15/22		40,000		42,650
Associated Materials Inc 9.125% 11/1/17		45,000		48,038
Avis Budget Car Rental 8.250% 1/15/19		125,000		136,250
Avis Budget Car Rental 4.875% 11/15/17		5,000		5,250
Avis Budget Car Rental 5.500% 4/1/23		95,000		92,031
Belden Inc - 144A 5.500% 9/1/22		105,000		102,900
Bombardier Inc - 144A 7.750% 3/15/20		45,000		51,075
Bombardier Inc - 144A 6.125% 1/15/23		80,000		79,400
Building Materials Corp - 144A 6.875% 8/15/18		20,000		21,250
Building Materials Corp - 144A 6.750% 5/1/21		60,000		64,950
*CDW LLC/CDW Finance 8.500% 4/1/19		185,000		204,425
CEVA Group Plc - 144A 8.375% 12/1/17		150,000		156,750
Case New Holland Inc 7.875% 12/1/17		40,000		47,200
Clean Harbors Inc 5.250% 8/1/20		85,000		87,550
RR Donnelley & Sons Co 7.000% 2/15/22		15,000		16,125
Eagle Midco Inc - 144A 9.000% 6/15/18		35,000		36,488
General Cable Corp - 144A 6.500% 10/1/22		80,000		78,400
Great Lakes Dredge & Dock 7.375% 2/1/19		115,000		120,175
Griffon Corp 7.125% 4/1/18		75,000		79,500
H&E Equipment Services 7.000% 9/1/22		50,000		54,500
Hertz Corp 7.500% 10/15/18		150,000		161,813
Hertz Corp 5.875% 10/15/20		55,000		56,994
Hillman Group Inc 10.875% 6/1/18		105,000		113,400
(1)Interline Brands Inc 10.000%/10.750% 11/15/18		30,000		32,775
Interline Brands Inc 7.500% 11/15/18		70,000		74,200
Iron Mountain Inc 6.000% 8/15/23		75,000		76,875
Jack Cooper Finance Co - 144A 9.250% 6/1/20		20,000		21,550
Jack Cooper Holdings Corp - 144A 9.250% 6/1/20		55,000		59,262
Manitowoc Company Inc 8.500% 11/1/20		120,000		136,200
Mueller Water Products 8.750% 9/1/20		40,000		44,800
NXP BV/NXP Funding LLC - 144A 5.750% 2/15/21		200,000		209,000
Oshkosh Corp 8.500% 3/1/20		65,000		71,825
PNK Finance Corp - 144A 6.375% 8/1/21		25,000		25,562
Renaissance Acquisition - 144A 6.875% 8/15/21		35,000		34,912
United Rentals North Am 8.250% 2/1/21		115,000		129,662
Schaeffler Finance BV - 144A 8.500% 2/15/19		200,000		225,000
Sensata Technologies - 144A 6.500% 5/15/19		155,000		166,237
Terex Corp 6.500% 4/1/20		65,000		69,550
Terex Corp 6.000% 5/15/21		115,000		118,881
Trinseo Op / Fin - 144A 8.750% 2/1/19		95,000		98,088
Triumph Group Inc 4.875% 4/1/21		60,000		58,200
United Rentals North Am 9.250% 12/15/19		100,000		111,500
United Rentals North Am 8.375% 9/15/20		15,000		16,725
UR Financing Escrow Corp 7.625% 4/15/22		30,000		33,337
UR Financing Escrow Corp 7.375% 5/15/20		80,000		88,700
Watco Cos LLC/Finance Co - 144A 6.375% 4/1/23		45,000		44,550
Wesco Distribution Inc-144A 5.375% 12/15/21		15,000		15,000
				4,596,732
Information Technology (7.3%)
ACI Worldwide Inc - 144A 6.375% 8/15/20		55,000		57,475
Activision Blizzard - 144A 5.625% 9/15/21		20,000		20,700
Activision Blizzard - 144A 6.125% 9/15/23		10,000		10,425
Amkor Technologies Inc 7.375% 5/1/18		25,000		26,375
Amkor Technologies Inc 6.625% 6/1/21		45,000		46,687
Amkor Technology Inc 6.375% 10/1/22		15,000		15,412
Anixter Inc 5.625% 5/1/19		40,000		42,050
Aspect Software Inc 10.625% 5/15/17		65,000		65,487
Audatex North America Inc - 144A 6.000% 6/15/21		85,000		89,037
BMC Software Finance Inc - 144A 8.125% 7/15/21		35,000		36,050
Blackboard Inc - 144A 7.750% 11/15/19		55,000		54,587
Commscope Inc - 144A 8.250% 1/15/19		84,000		92,085
Epicor Software Corp 8.625% 5/1/19		110,000		119,350
First Data Corp - 144A 8.875% 8/15/20		110,000		121,688
First Data Corp - 144A 8.250% 1/15/21		35,000		37,231
(1)First Data Corp - 144A 8.750%/10.000% 1/15/22		328,000		350,140
*First Data Corp 12.625% 1/15/21		172,000		201,885
First Data Corp - 144A 7.375% 6/15/19		35,000		37,362
First Data Corp - 144A 6.750% 11/1/20		145,000		150,800
Hawk Acquisition Sub Inc - 144A 4.250% 10/15/20		160,000		154,800
Infor US Inc 11.500% 7/15/18		55,000		63,387
Infor US Inc 9.375% 4/1/19		105,000		118,125
Alcatel-Lucent USA Inc 6.450% 3/15/29		45,000		39,825
SunEdison Inc 7.750% 4/1/19		95,000		101,887
MagnaChip Semiconductor 6.625% 7/15/21		75,000		76,312
(1)PC Nextco Holdings/Fin - 144A 8.750%/9.500% 8/15/19		35,000		35,919
SSI Invest II/Co-Issr LLC 11.125% 6/1/18		100,000		108,500
Sinclair Television Group 5.375% 4/1/21		95,000		93,575
Sinclair Television Group 6.125% 10/1/22		40,000		40,400
Sungard Data Systems Inc 7.375% 11/15/18		90,000		95,287
Sungard Data Systems Inc 7.625% 11/15/20		25,000		27,250
Sungard Data Systems Inc 6.625% 11/1/19		85,000		89,250
				2,619,343
Materials (6.6%)
*Ardagh Packaging Fin - 144A 9.125% 10/15/20		200,000		219,000
Ashland Inc 4.750% 8/15/22		100,000		95,000
Atkore International Inc 9.875% 1/1/18		75,000		80,625
(1)Boe Merger Corp - 144A 9.500%/10.250% 11/1/17		35,000		37,187
(1)Boe Intermediate Hldng Co - 144A 9.000%/9.750% 11/1/17		31,365		32,698
Bway Holding Co 10.000% 6/15/18		80,000		86,800
FMG Resources - 144A 6.875% 2/1/18		65,000		68,412
FMG Resources - 144A 8.250% 11/1/19		150,000		168,375
Hexion US Finance Corp 6.625% 4/15/20		135,000		138,375
Hexion Us Fin/Nova Scoti 8.875% 2/1/18		100,000		103,875
Hexion US Fin/Nova Scoti 9.000% 11/15/20		55,000		54,862
Huntsman International LLC 8.625% 3/15/20		35,000		38,719
Huntsman International LLC 8.625% 3/15/21		50,000		56,500
Huntsman International LLC 4.875% 11/15/20		65,000		64,025
Ineos Finance PLC - 144A 8.375% 2/15/19		200,000		222,500
LSB Industries - 144A 7.750% 8/1/19		95,000		99,750
Noranda Aluminium Acquisition - 144A 11.000% 6/1/19		40,000		34,000
Novelis Inc 8.375% 12/15/17		80,000		85,400
Novelis Inc 8.750% 12/15/20		25,000		27,812
Packaging Dynamics Corp - 144A 8.750% 2/1/16		55,000		56,512
Polyone Corp 7.375% 9/15/20		75,000		82,875
Polypore International 7.500% 11/15/17		50,000		52,875
Rain CII Carbon LLC - 144A 8.000% 12/1/18		35,000		36,225
(1)Reichhold Industries Inc - 144A 9.000%/11.000% 5/8/17		166,819		95,087
Rockwood Specialities Group 4.625% 10/15/20		45,000		45,956
Scotts Miracle-Gro Co 6.625% 12/15/20		25,000		26,937
Sealed Air Corp - 144A 8.375% 9/15/21		85,000		96,475
Sealed Air Corp - 144A 6.500% 12/1/20		35,000		37,625
Tekni-Plex Inc - 144A 9.750% 6/1/19		33,000		37,455
Vulcan Materials 7.500% 6/15/21		80,000		91,200
				2,373,137
Telecommunication Services (10.6%)
Centurylink Inc 6.750% 12/1/23		45,000		45,562
Centurylink Inc 5.800% 3/15/22		225,000		222,187
Centurylink Inc 5.625% 4/1/20		50,000		50,875
Cogent Communications - 144A 8.375% 2/15/18		60,000		65,100
Crown Castle Intl Corp 5.250% 1/15/23		90,000		88,200
Everest Acq LLC 9.375% 5/1/20		140,000		161,525
Everest Acq LLC 6.875% 5/1/19		60,000		64,575
GCI Inc 8.625% 11/15/19		80,000		85,000
GCI Inc 6.750% 6/1/21		55,000		52,662
(1)(2)IPCS Inc 3.492%/4.242% 5/1/14		77,001		77,001
Intelsat Luxembourg Holdings - 144A 7.750% 6/1/21		130,000		139,425
Intelsat Jackson Holdings 7.250% 10/15/20		300,000		328,125
Intelsat Jackson Holdings 7.500% 4/1/21		40,000		44,100
Intelsat Jackson Holdings 6.625% 12/15/22		90,000		92,700
Level 3 Financing Inc 8.625% 7/15/20		85,000		95,200
Level 3 Financing Inc 8.125% 7/1/19		85,000		93,075
Metropcs Wireless Inc 7.875% 9/1/18		60,000		64,425
Metropcs Wireless Inc - 144A 6.250% 4/1/21		50,000		51,875
NII International Telecom Sa - 144A 7.875% 8/15/19		35,000		26,425
Paetec Corp 9.875% 12/1/18		100,000		111,750
SBA Telecommunications 8.250% 8/15/19		39,000		41,827
Sabine Pass Liquefaction - 144A 5.625% 2/1/21		100,000		97,750
Sprint Capital Corp 8.750% 3/15/32		525,000		563,062
Sprint Capital Corp - 144A 9.000% 11/15/18		195,000		234,975
Sprint Nextel Corp - 144A 7.000% 3/1/20		30,000		33,450
Sprint Corp - 144A 7.250% 9/15/21		45,000		48,319
Sprint Corp - 144A 7.875% 9/15/23		85,000		91,375
Sprint Corp - 144A 7.125% 6/15/24		40,000		40,600
T-Mobile USA Inc 6.633% 4/28/21		45,000		47,362
T-Mobile USA Inc 6.731% 4/28/22		75,000		78,187
TW Telecom Holdings Inc - 144A 5.375% 10/1/22		45,000		44,212
Wind Acquisition Fin SA - 144A 7.250% 2/15/18		200,000		210,500
Windstream Corp 7.750% 10/1/21		195,000		206,700
Windstream Corp 7.500% 4/1/23		35,000		35,175
Windstream Corp 6.375% 8/1/23		60,000		56,100
				3,789,381
Utilities (0.8%)
AES Corp 7.375% 7/1/21		5,000		5,637
AES Corp 8.000% 6/1/20		45,000		52,650
Calpine Corp - 144A 7.875% 7/31/20		11,000		12,045
Calpine Corp - 144A 7.500% 2/15/21		74,000		80,752
NRG Energy Inc 8.250% 9/1/20		35,000		38,762
NRG Energy Inc 7.625% 1/15/18		45,000		51,300
NRG Energy Inc 7.875% 5/15/21		20,000		22,150
SBA Telecommunications 5.750% 7/15/20		15,000		15,600
				278,896

TOTAL CORPORATE BONDS (COST: $33,889,392)			$	35,241,172

SHORT-TERM SECURITIES (0.6%)		Shares
(2) Wells Fargo Advantage Cash Investment Money Market 0.010% (COST: $207,402)		207,402	$	207,402

TOTAL INVESTMENTS IN SECURITIES (COST: $34,096,794) (98.7%)			$	35,448,574
OTHER ASSETS LESS LIABILITIES (1.3%)				484,423

NET ASSETS (100.0%)			$	35,932,997

(1)	Interest or dividend is paid-in-kind at the higher coupon, when applicable.

(2)	Variable rate security. The rates for these securities are as of December 31, 2013.

(3)	This security has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest.

144A-	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are deemed to be liquid under procedures approved by the Fund's Board of Trustees and may normally be sold to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A Securities amounts to $10,685,860, representing 29.7% of net assets as of December 31, 2013.

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

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

FINANCIAL STATEMENTS

Statements of Assets and Liabilities | December 31, 2013

	WB/MNA Stock Fund		Dividend Harvest Fund		Growth & Income Fund		High Income Fund
ASSETS
Investments in securities, at value (cost: $589,676,376, $17,664,739, $28,004,004, and $34,096,794, respectively)	$	700,870,360	$	19,577,700	$	33,724,339	$	35,448,574
Cash		17,081		0		1,680		0
Receivable for Fund shares sold		2,361,576		144,882		72,903		0
Accrued dividends receivable		447,517		57,384		55,106		4
Accrued interest receivable		398		6		12		657,099
Receivable due from manager		1,206		0		0		0
Prepaid expenses		45,519		6,323		4,340		4,962
Total assets	$	703,743,657	$	19,786,295	$	33,858,380	$	36,110,639

LIABILITIES
Payable for Fund shares redeemed	$	869,327	$	170,513	$	12,132	$	84,717
Dividends payable		0		18,437		0		46,128
Payable to affiliates		886,455		11,172		33,998		38,227
Accrued expenses		115,817		5,358		9,258		8,570
Total liabilities	$	1,871,599	$	205,480	$	55,388	$	177,642

NET ASSETS	$	701,872,058	$	19,580,815	$	33,802,992	$	35,932,997

NET ASSETS ARE REPRESENTED BY:
Capital stock outstanding, $.001 par value, unlimited shares authorized	$	582,493,953	$	17,670,795	$	27,663,321	$	81,147,164
Accumulated undistributed net realized gain (loss) on investments		8,184,121		(2,941)		419,239		(46,565,947)
Accumulated undistributed net investment income (loss)		0		0		97		0
Unrealized appreciation (depreciation) on investments		111,193,984		1,912,961		5,720,335		1,351,780

NET ASSETS	$	701,872,058	$	19,580,815	$	33,802,992	$	35,932,997

Net Assets–Class A	$	701,872,058	$	19,580,815	$	33,802,992	$	28,044,612
Net Assets–Class C¹		-		-		-	$	7,888,385
Shares outstanding - Class A		102,645,996		1,625,600		689,214		3,497,093
Shares outstanding - Class C¹		-		-		-		981,517
Net asset value per share - Class A²		$6.84		$12.05		$49.05		$8.02
Net asset value per share - Class C^1,2		-		-		-		$8.04
Public offering price per share - Class A (sales charge of 5.00%, 5.00%, 5.00%, and 4.25%, respectively)		$7.20		$12.68		$51.63		$8.38

¹	Only the Integrity High Income Fund currently offers Class C shares.

²	Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

FINANCIAL STATEMENTS

Statements of Operations | For the year ended December 31, 2013

	WB/MNA Stock Fund		Dividend Harvest Fund		Growth & Income Fund		High Income Fund
INVESTMENT INCOME
Interest	$	11,972	$	152	$	716	$	2,560,574
Dividends (net of foreign withholding taxes of $115,322, $718, $2,892, and $0, respectively)		6,780,142		450,453		528,776		741
Total investment income	$	6,792,114	$	450,605	$	529,492	$	2,561,315

EXPENSES
Investment advisory fees	$	2,941,832	$	90,547	$	305,064	$	320,933
Distribution (12b-1) fees - Class A		2,941,832		30,182		76,266		73,510
Distribution (12b-1) fees - Class C¹		-		-		-		83,126
Transfer agent fees		942,550		21,731		54,914		58,860
Administrative service fees		808,876		40,902		66,709		88,860
Professional fees		85,528		2,619		7,042		7,979
Reports to shareholders		93,345		1,457		7,036		3,313
License, fees, and registrations		74,986		14,623		10,854		18,048
Audit fees		39,615		1,056		1,908		2,120
Trustees' fees		36,928		731		1,930		2,419
Transfer agent out-of-pockets		222,522		2,846		14,777		7,166
Custodian fees		61,320		5,196		6,580		13,613
Legal fees		52,352		1,090		2,701		3,329
Insurance expense		10,930		84		633		755
Total expenses	$	8,312,616	$	213,064	$	556,414	$	684,031
Less expenses waived or reimbursed		0		(159,192)		(141,209)		(187,944)
Total net expenses	$	8,312,616	$	53,872	$	415,205	$	496,087

NET INVESTMENT INCOME (LOSS)	$	(1,520,502)	$	396,733	$	114,287	$	2,065,228

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) from investment transactions	$	61,312,743	$	38,098	$	4,822,080	$	717,317
Net change in unrealized appreciation (depreciation) of investments		101,266,291		1,930,737		2,545,420		(572,729)
Net realized and unrealized gain (loss) on investments	$	162,579,034	$	1,968,835	$	7,367,500	$	144,588

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	161,058,532	$	2,365,568	$	7,481,787	$	2,209,816

¹	Only the Integrity High Income Fund currently offers Class C shares.

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

FINANCIAL STATEMENTS

Statements of Changes in Net Assets | For the year ended December 31, 2013

	WB/MNA Stock Fund		Dividend Harvest Fund		Growth & Income Fund		High Income Fund
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(1,520,502)	$	396,733	$	114,287	$	2,065,228
Net realized gain (loss) from investment transactions		61,312,743		38,098		4,822,080		717,317
Net change in unrealized appreciation (depreciation) of investments		101,266,291		1,930,737		2,545,420		(572,729)
Net increase (decrease) in net assets resulting from operations	$	161,058,532	$	2,365,568	$	7,481,787	$	2,209,816

DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income - Class A	$	0	$	(396,733)	$	(114,218)	$	(1,658,703)
Net investment income - Class C¹		-		-		-		(406,525)
Net realized gain on investments - Class A		(31,926,853)		(15,205)		(3,371,218)		0
Net realized gain on investments - Class C¹		-		-		-		0
Total distributions	$	(31,926,853)	$	(411,938)	$	(3,485,436)	$	(2,065,228)

CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares–Class A	$	187,018,696	$	12,516,229	$	3,094,883	$	3,623,071
Proceeds from sale of shares–Class C¹		-		-		-		351,158
Proceeds from reinvested dividends - Class A		29,936,049		364,188		3,278,718		1,231,110
Proceeds from reinvested dividends - Class C¹		-		-		-		245,202
Cost of shares redeemed–Class A		(141,419,899)		(1,842,198)		(4,153,416)		(6,205,282)
Cost of shares redeemed–Class C¹		-		-		-		(1,385,776)
Net increase (decrease) in net assets resulting from capital share transactions	$	75,534,846	$	11,038,219	$	2,220,185	$	(2,140,517)

TOTAL INCREASE (DECREASE) IN NET ASSETS	$	204,666,525	$	12,991,849	$	6,216,536	$	(1,995,929)
NET ASSETS, BEGINNING OF PERIOD		497,205,533		6,588,966		27,586,456		37,928,926
NET ASSETS, END OF PERIOD	$	701,872,058	$	19,580,815	$	33,802,992	$	35,932,997

Accumulated undistributed net investment income	$	0	$	0	$	97	$	0

¹	Only the Integrity High Income Fund currently offers Class C shares.

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

FINANCIAL STATEMENTS

Statements of Changes in Net Assets | For the period ended December 31, 2012*

	WB/MNA Stock Fund		Dividend Harvest Fund		Growth & Income Fund		High Income Fund
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(1,921,609)	$	102,026	$	7,130	$	2,000,358
Net realized gain (loss) from investment transactions		(19,475,403)		(4,417)		4,130,319		489,030
Net change in unrealized appreciation (depreciation) of investments		17,100,000		(17,776)		(648,000)		1,786,532
Net increase (decrease) in net assets resulting from operations	$	(4,297,012)	$	79,833	$	3,489,449	$	4,275,920

DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income - Class A	$	0	$	(102,026)	$	(7,102)	$	(1,495,709)
Net investment income - Class C¹		-		-		-		(504,649)
Net realized gain on investments - Class A		0		(21,418)		0		0
Net realized gain on investments - Class C¹		-		-		-		0
Total distributions	$	0	$	(123,444)	$	(7,102)	$	(2,000,358)

CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares - Class A	$	166,789,938	$	7,180,850	$	2,643,634	$	10,457,490
Proceeds from sale of shares - Class C¹		-		-		-		243,869
Proceeds from reinvested dividends - Class A		0		111,543		6,721		1,087,905
Proceeds from reinvested dividends - Class C¹		-		-		-		299,282
Cost of shares redeemed - Class A		(129,994,548)		(659,816)		(5,403,643)		(3,364,797)
Cost of shares redeemed–Class C¹		-		-		-		(2,042,450)
Net increase (decrease) in net assets resulting from capital share transactions	$	36,795,390	$	6,632,577	$	(2,753,288)	$	6,681,299

TOTAL INCREASE (DECREASE) IN NET ASSETS	$	32,498,378	$	6,588,966	$	729,059	$	8,956,861
NET ASSETS, BEGINNING OF PERIOD		464,707,155		0		26,857,397		28,972,065
NET ASSETS, END OF PERIOD	$	497,205,533	$	6,588,966	$	27,586,456	$	37,928,926

Accumulated undistributed net investment income	$	0	$	0	$	27	$	0

¹	Only the Integrity High Income Fund currently offers Class C shares.

^*	For WB/MNA Stock Fund, Growth & Income Fund, and High Income Fund, year ended. For Dividend Harvest Fund, the period May 1, 2012 (commencement of operations) to December 1, 2013.

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

NOTES TO FINANCIAL STATEMENTS

NOTE 1: Organization

The Integrity Funds (the "Trust") was organized as a Delaware statutory trust on October 31, 1997 and commenced operations on October 31, 1997. The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company, consisting of four series (the "Funds").

Williston Basin/Mid-North America Stock Fund (the "WB/MNA Stock Fund"), a diversified fund, seeks to provide long-term growth through capital appreciation. Integrity Dividend Harvest Fund (the "Dividend Harvest Fund", a non-diversified fund, seeks high current income with long term appreciation as a secondary objective. Integrity Growth & Income Fund (the "Growth & Income Fund"), a diversified fund, seeks to provide long-term growth of capital with dividend income as a secondary objective. Integrity High Income Fund (the "High Income Fund"), a non-diversified fund, seeks a high level of current income with capital appreciation as a secondary objective.

High Income Fund is currently the only fund in the Trust that offers both Class A and Class C shares. High Income Fund Class A shares are sold with an initial sales charge of 4.25% and a distribution fee of up to 0.25% on an annual basis. High Income Fund Class C shares are sold without a sales charge and are subject to a distribution fee of up to 1.00% on an annual basis. The two classes of shares represent interest in the same portfolio of investments, have the same rights, and are generally identical in all respects except that each class bears its separate distribution and certain other class expenses and have exclusive voting rights with respect to any matter on which a separate vote of any class is required.

NOTE 2: Summary of Significant Accounting Policies

Investment security valuation—Securities for which market quotations are available are valued as follows: (a) Listed securities are valued at the closing price obtained from the respective primary exchange on which the security is listed or, if there were no sales on that day, at its last reported current bid price; (b) Unlisted securities are valued at the last current bid price obtained from the National Association of Securities Dealers' Automated Quotation System. Integrity Fund Services, LLC ("Integrity Fund Services" or "IFS") obtains all of these prices from services that collect and disseminate such market prices. Prices provided by an independent pricing service may be determined without exclusive reliance on quoted prices and may take into account appropriate factors such as: institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. In the absence of an ascertainable market value, assets are valued at their fair value as determined by IFS using methods and procedures reviewed and approved by the Board of Trustees. Refer to Note 3 for further disclosures related to the inputs used to value the Funds' investments. Shares of a registered investment company, including money market funds, that are not traded on an exchange are valued at the investment company's net asset value per share.

When-issued securities—The Funds 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 values of the securities purchased on a when-issued basis are identified as such in each Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its custodial 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, 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—Investments in Class A shares of $1 million or more may be subject to a 1.00% contingent deferred sales charge ("CDSC") if redeemed within 24 months of purchase (excluding shares purchased with reinvested dividends and/or distributions). Investments in Class C shares (in any amount) may be subject to a 1.00% CDSC if redeemed within 12 months of purchase.

Federal and state income taxes—Each Fund is a separate taxpayer for federal income tax purposes. Each Fund's policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized gain on investments to its shareholders; therefore, no provision for income taxes is required.

As of and during the year ended December 31, 2013, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the year, the Funds did not incur any interest or penalties. The Funds are not subject to examination by U.S. federal tax authorities for the tax years before 2010.

For all open tax years and all major taxing jurisdictions, management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities. Furthermore, management of the Funds is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Premiums and discounts—Premiums and discounts on debt securities are accreted and amortized over the lives of the respective securities for financial statement purposes.

Security transactions, investment income, expenses and distributions—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 first in, first out basis unless specifically identified. Interest income and estimated expenses are accrued daily. Dividend income is recognized on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Funds' understanding of the applicable countries' tax rules and regulations. The WB/MNA Stock Fund, Dividend Harvest Fund, and Growth & Income Fund will declare and pay dividends from net investment income and any net realized capital gains at least annually. The High Income Fund declares dividends from net investment income daily and pays such dividends monthly. Dividends are reinvested in additional shares of the Funds at net asset value or paid in cash. Capital gains, when available, are distributed at least annually. Distributions to shareholders are recorded 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 treatments for capital loss carryforwards and losses due to wash sales. In addition, other amounts have been reclassified within the composition of net assets to more appropriately conform financial accounting to tax basis treatment.

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. As of December 31, 2013, accumulated net investment income (loss) was increased by $1,520,502 and accumulated capital gains (losses) was decreased by $1,520,502 for the WB/MNA Stock Fund due to the reclassification of net investment loss.

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.

Common expenses—Common expenses of the Trust are allocated among the funds within the Trust based on relative net assets of each fund or the nature of the services performed and the relative applicability to each fund.

Multiple class allocations—High Income Fund is currently the only fund in the Trust that offers multiple share classes. The High Income Fund simultaneously uses the settled shares method to allocate income and fund-wide expenses and uses the relative net assets method to allocate gains and losses. Class-specific expenses, distribution fees, and any other items that are specifically attributable to a particular class are charged directly to such class.

Illiquid securities—A security may be considered to be illiquid if it has a limited trading market. Securities are generally considered to be liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the price at which the security is valued by the Fund. These securities are valued at fair value as described above. Each Fund intends to hold no more than 15% of its net assets in illiquid securities.

Reporting period end date—For financial reporting purposes, the last day of the reporting period will be the last business day of the month.

NOTE 3: Fair Value Measurements

Various inputs are used in determining the value of the Funds' investments. These inputs are summarized in three broad levels: Level 1 inputs are based on quoted prices in active markets for identical securities. Level 2 inputs are based on significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 inputs are based on significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments). The following is a summary of the inputs used to value the Funds' investments as of December 31, 2013:

		Level 1		Level 2		Level 3		Total
WB/MNA Stock Fund	Short Term Securities	$	45,875,966	$	0	$	0	$	45,875,966
WB/MNA Stock Fund	Common Stocks		654,994,394		0		0		654,994,394
	Total	$	700,870,360	$	0	$	0	$	700,870,360

Dividend Harvest Fund	Short Term Securities	$	436,714	$	0	$	0	$	436,714
Dividend Harvest Fund	Common Stocks		19,140,986		0		0		19,140,986
	Total	$	19,577,700	$	0	$	0	$	19,577,700

Growth & Income Fund	Short Term Securities	$	414,079	$	0	$	0	$	414,079
Growth & Income Fund	Common Stocks		33,310,260		0		0		33,310,260
	Total	$	33,724,339	$	0	$	0	$	33,724,339

High Income Fund	Short Term Securities	$	207,402	$	0	$	0	$	207,402
High Income Fund	Corporate Bonds		0		35,241,172		0		35,241,172
	Total	$	207,402	$	35,241,172	$	0	$	35,448,574

Please refer to the Schedules of Investments for sector classification. The Funds did not hold any Level 3 assets during the year ended December 31, 2013. There were no transfers into or out of Level 1 or Level 2 during the year ended December 31, 2013. The Funds consider transfers into or out of Level 1 and Level 2 as of the end of the reporting period. The Funds did not hold any derivative instruments at any time during the year ended December 31, 2013.

NOTE 4: Investment Transactions

Purchases and sales of investment securities (excluding short-term securities) for the year ended December 31, 2013, were as follows:

	WB/MNA Stock Fund	Dividend Harvest Fund	Growth & Income Fund	High Income Fund
Purchases	$484,842,987	$14,015,835	$33,074,224	$14,106,376
Sales	$472,867,271	$3,071,203	$33,909,945	$12,958,883

NOTE 5: Capital Share Transactions

Transactions in capital shares were as follows:

Year Ended 12/31/13:	WB/MNA Stock Fund	Dividend Harvest Fund	Growth & Income Fund	High Income Fund Class A	High Income Fund Class C
Shares sold	29,192,744	1,100,281	63,020	451,881	43,465
Shares issued on reinvestment of dividends	4,395,896	31,955	67,283	154,134	30,626
Shares redeemed	(22,556,896)	(163,325)	(85,650)	(777,493)	(172,846)
Net increase (decrease)	11,031,744	968,911	44,653	(171,478)	(98,755)

Period Ended 12/31/12*:	WB/MNA Stock Fund	Dividend Harvest Fund	Growth & Income Fund	High Income Fund Class A	High Income Fund Class C
Shares sold	30,543,822	710,142	64,423	1,344,387	31,169
Shares issued on reinvestment of dividends	0	11,039	159	139,974	38,502
Shares redeemed	(24,621,170)	(64,492)	(132,995)	(432,837)	(263,180)
Net increase (decrease)	5,922,652	656,689	(68,413)	1,051,524	(193,509)

*	For WB/MNA Stock Fund, Growth & Income Fund, and High Income Fund, year ended. For Dividend Harvest Fund, the period May 1, 2012 (commencement of operations) to December 31, 2013.

NOTE 6: Income Tax Information

At December 31, 2013 the unrealized appreciation (depreciation) based on the cost of investments for federal income tax purposes was as follows:

	WB/MNA Stock Fund	Dividend Harvest Fund	Growth & Income Fund	High Income Fund Class A
Investments at cost	$590,064,201	$17,667,680	$28,004,004	$34,098,596
Unrealized appreciation	113,256,529	2,042,859	5,867,878	1,629,025
Unrealized depreciation	(2,450,369)	(132,839)	(147,543)	(279,047)
Net unrealized appreciation (depreciation)*	$110,806,160	$1,910,020	$5,720,335	$1,349,978

*	Differences between financial reporting-basis and tax-basis unrealized appreciation/ (depreciation) are due to differing treatment of wash sales.

The tax character of distributions paid was as follows:

Year Ended 12/31/13:	WB/MNA Stock Fund	Dividend Harvest Fund	Growth & Income Fund	High Income Fund Class A
Ordinary Income	$24,426,800	$407,202	$856,963	$2,065,228
Realized gain on investments	$7,500,053	$4,736	$2,628,473	$0
Total	$31,926,853	$411,938	$3,485,436	$2,065,228

Year/Period Ended 12/31/12:
Ordinary Income	$0	$102,026	$7,102	$2,000,358
Realized gain on investments	$0	$21,418	$0	$0
Total	$0	$123,444	$7,102	$2,000,358

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

	WB/MNA Stock Fund	Dividend Harvest Fund	Growth & Income Fund	High Income Fund Class A
Undistributed ordinary income	$4,271,989	$0	$194,228	$0
Undistributed capital gains	4,299,956	0	225,108	0
Accumulated capital and other losses	0	0	0	(46,564,145)
Unrealized appreciation/(depreciation)*	110,806,160	1,910,020	5,720,335	1,349,978
Total accumulated earnings/(deficit)	$119,378,105	$1,910,020	$6,139,671	($45,214,167)

*	Differences between financial reporting-basis and tax-basis unrealized appreciation/(depreciation) are due to differing treatment of wash sales.

Under the recently enacted Regulated Investment Company Modernization Act of 2010 ("Act"), funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period of time. The short-term and long-term character of such losses are retained rather than being treated as short-term as under previous law. Pre-enactment losses are eligible to be carried forward for a maximum period of eight years. Pursuant to the Act, post-enactment capital losses must be utilized before pre-enactment capital losses. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. The Funds' capital loss carryforward amounts as of December 31, 2013, are as follows:

		High Income Fund
Expires in 2016		$30,927,275
Expires in 2017		$14,842,642
Expires in 2018		$794,228
Non-expiring short-term losses		$0
Non-expiring long-term losses		$0
Total Capital Loss Carryforwards		$46,564,145

For the year ended December 31, 2013, the WB/MNA Stock Fund, Growth & Income Fund, and High Income Fund utilized capital loss carryforwards of $17,604,380, $1,031,622, and $717,364, respectively.

NOTE 7: Investment Advisory Fees and Other Transactions with Affiliates

Viking Fund Management ("VFM"), the Funds' investment adviser; Integrity Funds Distributor, LLC ("Integrity Funds Distributor" or "IFD"), the Funds' underwriter; and Integrity Fund Services, the Funds' transfer, accounting, and administrative services agent; are subsidiaries of Corridor Investors, LLC ("Corridor Investors" or "Corridor"), the Funds' sponsor. For Integrity High Income Fund, JPMIM is the sub-adviser. A Trustee of the Funds is also a Governor of Corridor.

VFM provides investment advisory and management services to the Funds. For the WB/MNA Stock Fund, Dividend Harvest Fund, Growth & Income Fund, and High Income Fund the Investment Advisory Agreement (the "Advisory Agreement") provides for fees to be computed at an annual rate of 0.50%, 0.75%, 1.00%, and 0.85%, respectively, of each Fund's average daily net assets. VFM has contractually agreed to waive its management fee and to reimburse expenses, other than extraordinary or non-recurring expenses and acquired fund fees and expenses, for WB/MNA Stock Fund, Dividend Harvest Fund, Growth & Income Fund, High Income Fund Class A, and High Income Fund Class C, so that the net annual operating expenses do not exceed 1.45%, 1.15%, 1.60%, 1.15%, and 1.90%, respectively, through April 30, 2013 and 1.45%, 1.15%, 1.25%, 1.15%, and 1.90%, respectively, for the period May 1, 2013 through April 30, 2014. After April 30, 2014, the expense limitations may be terminated or revised. VFM and affiliated service providers may also voluntarily waive fees or reimburse expenses not required under the advisory or other contracts from time to time. Accordingly, after voluntary and contractual fee waivers and reimbursements, the Dividend Harvest Fund's actual total expenses were 0.45% of average daily net assets for the year ended December 31, 2013. VFM and the affiliated service providers have agreed to voluntarily waive the affiliated service provider's fees before voluntarily or contractually waiving VFM's management fee. An expense limitation lowers expense ratios and increases returns to investors. Certain Officers of the Funds are also Officers and Governors of VFM.

	Advisory Fees		Advisory Fees
	Year Ended 12/31/13		Payable 12/31/13
WB/MNA Stock Fund	$	2,941,832	$	290,685
Dividend Harvest Fund	$	24,170*	$	6,470
Growth & Income Fund	$	295,668*	$	27,363
High Income Fund	$	280,709*	$	23,852

*	After waivers and reimbursements of for Dividend Harvest Fund, Growth & Income Fund, and High Income Fund of $66,377, $9,396, and $40,224, respectively.

IFD serves as the principal underwriter for the Funds and receives sales charges deducted from sales proceeds and CDSC from applicable redemptions. Also, the Funds have adopted a distribution plan for each class of shares as allowed by Rule 12b-1 of the 1940 Act. Distribution plans permit the Funds to reimburse its principal underwriter for costs related to selling shares of the Funds and for various other services. These costs, which consist primarily of commissions and service fees to broker-dealers who sell shares of the Funds, are paid by shareholders through expenses called "Distribution Plan expenses." WB/MNA Stock Fund, Dividend Harvest Fund, Growth & Income Fund, High Income Fund Class A, and High Income Fund Class C currently pay an annual distribution fee and/or service fee of up to 0.50%, 0.25%, 0.25%, 0.25%, 1.00%, respectively, of the average daily net assets. Certain Officers of the Funds are also Officers and Governors of IFD.

	Year Ended 12/31/13						Payable 12/31/13
	Sales				Distribution		Sales				Distribution
	Charges		CDSC		Fees		Charges		CDSC		Fees
WB/MNA Stock Fund	$	5,563,010	$	15,020	$	2,941,832	$	82,184	$	0	$	290,685
Dividend Harvest Fund	$	277,822	$	0	$	0*	$	4,210	$	0	$	0
Growth & Income Fund	$	45,335	$	0	$	38,133*	$	76	$	0	$	3,545
High Income Fund - A	$	71,833	$	336	$	73,510	$	2	$	0	$	6,080
High Income Fund - C	$	0	$	0	$	83,126	$	0	$	0	$	6,813

*	After waivers for Dividend Harvest Fund and Growth & Income Fund of $30,182 and $38,133, respectively.

IFS acts as the transfer agent for High Income Fund at a monthly variable fee equal to 0.14% on the first $0 to $200 million and at a lower rate in excess of $200 million of the Fund's average daily net assets on an annual basis plus reimbursement of out-of-pocket expenses and an additional fee of $500 per month for each additional share class. IFS acts as the transfer agent for WB/MNA Stock Fund, Dividend Harvest Fund, and Growth & Income Fund at a monthly variable fee equal to 0.18% on the first $0 to $200 million, 0.15% on the next $200 to $700 million and at a lower rate in excess of $700 million of the Funds' average daily net assets on an annual basis plus reimbursement of out-of-pocket expenses.

IFS also acts as the Funds' administrative services agent for a monthly fee equal to the sum of a fixed fee of $2,000 and a variable fee equal to 0.14% on the first $0 to $200 million, 0.13% on the next $200 to $700 million and at a lower rate in excess of $700 million of the Funds' average daily net assets on an annual basis plus reimbursement of out-of-pocket expenses and an additional fee of $1,000 per month for each additional share class. Certain Officers of the Funds are also Officers and Governors of IFS.

	Year Ended 12/31/13								Payable 12/31/13
	Transfer Agency Fees*		Transfer Agency Fees Waived		Admin. Service Fees*		Admin. Service Fees Waived		Transfer Agency Fees*		Admin. Service Fees*
WB/MNA Stock Fund	$	1,165,072	$	0	$	808,876	$	0	$	143,534	$	79,367
Dividend Harvest Fund	$	2,846	$	21,731	$	0	$	40,902	$	492	$	0
Growth & Income Fund	$	27,267	$	42,424	$	15,453	$	51,256	$	3,014	$	0
High Income Fund	$	7,166	$	58,860	$	0	$	88,860	$	1,480	$	0

*	After waivers and reimbursements, if any.

NOTE 8: Principal Risks

The High Income Fund may be invested in lower-rated debt securities that have a higher risk of default or loss of value since these securities may be sensitive to economic changes, political changes or adverse developments specific to the issuer.

The WB/MNA Stock Fund invests significantly in relatively few sectors, primarily the energy sector, and has more exposure to the price movement of this sector than funds that diversify their investments among many sectors.

WILLISTON BASIN/MID-NORTH AMERICA STOCK FUND

FINANCIAL HIGHLIGHTS

Selected per share data and ratios for the periods indicated

	Year Ended 12/31/13		Year Ended 12/31/12		Year Ended 12/30/11		Year Ended 12/31/10		Year Ended 12/31/09
NET ASSET VALUE, BEGINNING OF PERIOD	$	5.43	$	5.42	$	5.16	$	3.50	$	2.94

Income (loss) from investment operations:
Net investment income (loss)	$	(0.01)	$	(0.02)	$	(0.03)	$	0.00	$	0.01
Net realized and unrealized gain (loss) on investments³		1.75		0.03		0.29		1.66		0.56
Total from investment operations	$	1.74	$	0.01	$	0.26	$	1.66	$	0.57

Less Distributions:
Dividends from net investment income	$	0.00	$	0.00	$	0.00	$	0.00	$	(0.01)
Distributions from net realized gains		(0.33)		0.00		0.00		0.00		0.00
Returns of capital		0.00		0.00		0.00		0.00		0.00
Total distributions	$	(0.33)	$	0.00	$	0.00	$	0.00	$	(0.01)

NET ASSET VALUE, END OF PERIOD	$	6.84	$	5.43	$	5.42	$	5.16	$	3.50

Total Return (excludes any applicable sales charge)	32.00%		0.19%		5.04%		47.43%		19.31%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)	$701,872		$497,206		$464,707		$63,436		$1,280
Ratio of expenses to average net assets after waivers^1,2	1.41%		1.42%		1.42%		1.50%		1.50%
Ratio of expenses to average net assets before waivers²	1.41%		1.42%		1.43%		2.03%		8.90%
Ratio of net investment income (loss) to average net assets^1,2	(0.26%)		(0.39%)		(0.76%)		(0.67%)		0.24
Portfolio turnover rate	85.63%		77.33%		50.94%		35.44%		165.30%

¹	This row reflects the impact, if any, of fee waivers or reimbursements by the Adviser and/or affiliated service providers.

²	Average net assets was calculated using a 360-day period.

³	Realized and unrealized gains and loss per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the statement of operations due to share transactions for the period.

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.

INTEGRITY DIVIDEND HARVEST FUND

FINANCIAL HIGHLIGHTS

Selected per share data and ratios for the periods indicated

	Year Ended 12/31/13		Period From 5/1/12^# to 12/31/12
NET ASSET VALUE, BEGINNING OF PERIOD	$	10.03	$	10.00

Income (loss) from investment operations:
Net investment income (loss)	$	0.34	$	0.22
Net realized and unrealized gain (loss) on investments³		2.03		0.06
Total from investment operations	$	2.37	$	0.28

Less Distributions:
Dividends from net investment income	$	(0.34)	$	(0.22)
Distributions from net realized gains		(0.01)		(0.03)
Returns of capital		0.00		0.00
Total distributions	$	(0.35)	$	(0.25)

NET ASSET VALUE, END OF PERIOD	$	12.05	$	10.03

Total Return (excludes any applicable sales charge)	23.88%		2.86%**

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)	$19,581		$6,589
Ratio of expenses to average net assets after waivers^1,2	0.45%⁴		0.24%*
Ratio of expenses to average net assets before waivers²	1.76%		2.70%*
Ratio of net investment income to average net assets^1,2	3.29%		4.19%*
Portfolio turnover rate	26.44%		44.50%**

*	Annualized

**	Not annualized

^#	Commencement of operations.

¹	This row reflects the impact, if any, of fee waivers or reimbursements by the Adviser and/or affiliated service providers.

²	Average net assets was calculated using a 360-day period.

³	Realized and unrealized gains and loss per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the statement of operations due to share transactions for the period.

⁴	The voluntary waiver amounted to 0.71% of average net assets.

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.

INTEGRITY GROWTH & INCOME FUND

FINANCIAL HIGHLIGHTS

Selected per share data and ratios for the periods indicated

	Year Ended 12/31/13		Year Ended 12/31/12		Year Ended 12/30/11		Year Ended 12/31/10		Year Ended 12/31/09
NET ASSET VALUE, BEGINNING OF PERIOD	$	42.80	$	37.67	$	37.10	$	31.89	$	28.40

Income (loss) from investment operations:
Net investment income (loss)	$	0.17	$	0.01	$	(0.15)	$	0.27	$	0.36
Net realized and unrealized gain (loss) on investments³		11.67		5.13		0.90		5.21		3.49
Total from investment operations	$	11.84	$	5.14	$	0.75	$	5.48	$	3.85

Less Distributions:
Dividends from net investment income	$	(0.18)	$	(0.01)	$	(0.18)	$	(0.27)	$	(0.36)
Distributions from net realized gains		(5.41)		0.00		0.00		0.00		0.00
Returns of capital		0.00		0.00		0.00		0.00		0.00
Total distributions	$	(5.59)	$	(0.01)	$	(0.18)	$	(0.27)	$	(0.36)

NET ASSET VALUE, END OF PERIOD	$	49.05	$	42.80	$	37.67	$	37.10	$	31.89

Total Return (excludes any applicable sales charge)	27.76%		13.65%		2.03%		17.19%		13.54%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)	$33,803		$27,586		$26,857		$28,633		$28,078
Ratio of expenses to average net assets after waivers^1,2	1.36%		1.60%		1.60%		1.60%		1.60%
Ratio of expenses to average net assets before waivers²	1.82%		1.83%		1.88%		2.00%		2.09%
Ratio of net investment income (loss) to average net assets^1,2	0.37%		0.03%		(0.37%)		0.78%		1.17%
Portfolio turnover rate	116.11%		85.81%		41.82%		112.99%		120.02%

¹	This row reflects the impact, if any, of fee waivers or reimbursements by the Adviser and/or affiliated service providers.

²	Average net assets was calculated using a 360-day period.

³	Realized and unrealized gains and loss per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the statement of operations due to share transactions for the period.

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.

INTEGRITY HIGH INCOME FUND CLASS A

FINANCIAL HIGHLIGHTS

Selected per share data and ratios for the periods indicated

	Year Ended 12/31/13		Year Ended 12/31/12		Year Ended 12/30/11		Year Ended 12/31/10		Year Ended 12/31/09
NET ASSET VALUE, BEGINNING OF PERIOD	$	7.98	$	7.44	$	7.61	$	7.21	$	5.05

Income (loss) from investment operations:
Net investment income (loss)	$	0.45	$	0.49	$	0.50	$	0.53	$	0.52
Net realized and unrealized gain (loss) on investments³		0.04		0.54		(0.17)		0.40		2.16
Total from investment operations	$	0.49	$	1.03	$	0.33	$	0.93	$	2.68

Less Distributions:
Dividends from net investment income	$	(0.45)	$	(0.49)	$	(0.50)	$	(0.53)	$	(0.52)
Distributions from net realized gains		0.00		0.00		0.00		0.00		0.00
Returns of capital		0.00		0.00		0.00		0.00		0.00
Total distributions	$	(0.45)	$	(0.49)	$	(0.50)	$	(0.53)	$	(0.52)

NET ASSET VALUE, END OF PERIOD	$	8.02	$	7.98	$	7.44	$	7.61	$	7.21

Total Return (excludes any applicable sales charge)	6.32%		14.22%		4.36%		13.39%		55.56%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)	$28,045		$29,286		$19,473		$23,316		$27,746
Ratio of expenses to average net assets after waivers^1,2	1.15%		1.28%		1.60%		1.60%		1.60%
Ratio of expenses to average net assets before waivers²	1.65%		1.66%		1.74%		1.83%		1.93%
Ratio of net investment income to average net assets^1,2	5.64%		6.32%		6.54%		7.22%		8.64%
Portfolio turnover rate	36.30%		39.98%		38.35%		58.47%		56.76%

¹	This row reflects the impact, if any, of fee waivers or reimbursements by the Adviser and/or affiliated service providers.

²	Average net assets was calculated using a 360-day period.

³	Realized and unrealized gains and loss per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the statement of operations due to share transactions for the period.

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.

INTEGRITY HIGH INCOME FUND CLASS C

FINANCIAL HIGHLIGHTS

Selected per share data and ratios for the periods indicated

	Year Ended 12/31/13		Year Ended 12/31/12		Year Ended 12/30/11		Year Ended 12/31/10		Year Ended 12/31/09
NET ASSET VALUE, BEGINNING OF PERIOD	$	8.00	$	7.46	$	7.62	$	7.23	$	5.06

Income (loss) from investment operations:
Net investment income (loss)	$	0.39	$	0.43	$	0.44	$	0.48	$	0.48
Net realized and unrealized gain (loss) on investments³		0.04		0.54		(0.16)		0.39		2.17
Total from investment operations	$	0.43	$	0.97	$	0.28	$	0.87	$	2.65

Less Distributions:
Dividends from net investment income	$	(0.39)	$	(0.43)	$	(0.44)	$	(0.48)	$	(0.48)
Distributions from net realized gains		0.00		0.00		0.00		0.00		0.00
Returns of capital		0.00		0.00		0.00		0.00		0.00
Total distributions	$	(0.39)	$	(0.43)	$	(0.44)	$	(0.48)	$	(0.48)

NET ASSET VALUE, END OF PERIOD	$	8.04	$	8.00	$	7.46	$	7.62	$	7.23

Total Return (excludes any applicable sales charge)	5.53%		13.35%		3.73%		12.39%		54.57%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)	$7,888		$8,643		$9,499		$12,744		$15,430
Ratio of expenses to average net assets after waivers^1,2	1.90%		2.06%		2.35%		2.35%		2.35%
Ratio of expenses to average net assets before waivers²	2.40%		2.41%		2.49%		2.58%		2.68%
Ratio of net investment income to average net assets^1,2	4.89%		5.57%		5.78%		6.46%		7.85%
Portfolio turnover rate	36.30%		39.98%		38.35%		58.47%		56.76%

¹	This row reflects the impact, if any, of fee waivers or reimbursements by the Adviser and/or affiliated service providers.

²	Average net assets was calculated using a 360-day period.

³	Realized and unrealized gains and loss per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the statement of operations due to share transactions for the period.

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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
The Integrity Funds

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of The Integrity Funds comprising Williston Basin/Mid-North America Stock Fund, Integrity Dividend Harvest Fund, Integrity Growth & Income Fund, and Integrity High Income Fund (the "Funds") as of December 31, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended for Williston Basin/Mid-North America Stock Fund, Integrity Growth & Income Fund, and Integrity High Income Fund, and the related statement of operations for the year ended, and the statements of changes in net assets and financial highlights for each of the two periods in the period then ended for Integrity Dividend Harvest Fund. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended December 31, 2009, were audited by another independent registered public accounting firm, whose report dated February 16, 2010, expressed an unqualified opinion on those 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 December 31, 2013, 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 each of the Funds constituting The Integrity Funds as of December 31, 2013, the results of their operations for the year then ended, and the changes in their net assets and financial highlights for each of the periods indicated above, in conformity with accounting principles generally accepted in the United States of America.

COHEN FUND AUDIT SERVICES, LTD.
Cleveland, Ohio
February 27, 2014

EXPENSE EXAMPLE (unaudited)

As a shareholder of the Funds, 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 Funds 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 one-half year period shown below and held for the entire one-half year period.

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 account value of $8,600 divided by $1,000 equals 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 Funds' actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds' actual returns. 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 Funds 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 6/28/13	Ending Account Value 12/31/13	Expenses Paid During Period*	Annualized Expense Ratio

Williston Basin/Mid-North America Stock Fund
Actual	$1,000.00	$1,194.56	$7.78	1.40%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.39	$7.16	1.40%

Integrity Dividend Harvest Fund
Actual	$1,000.00	$1,108.69	$2.76	0.52%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.86	$2.65	0.52%

Integrity Growth & Income Fund
Actual	$1,000.00	$1,157.77	$6.82	1.25%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.16	$6.38	1.25%

Integrity High Income Fund
Actual - Class A	$1,000.00	$1,055.45	$5.98	1.15%
Actual - Class C	$1,000.00	$1,051.42	$9.85	1.90%
Hypothetical - Class A (5% return before expenses)	$1,000.00	$1,019.67	$5.87	1.15%
Hypothetical - Class C (5% return before expenses)	$1,000.00	$1,015.87	$9.68	1.90%

*	Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the one-half year period, and divided by the total number of days in the fiscal year (to reflect the one-half year period).

BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT (unaudited)

Viking Fund Management, LLC ("Viking" or "Adviser"), the Fund's investment adviser; Integrity Funds Distributor, LLC ("IFD"), the Fund's underwriter; and Integrity Fund Services, LLC ("IFS"), the Fund's transfer, accounting, and administrative services agent; are subsidiaries of Corridor Investors, LLC ("Corridor"), the Fund's sponsor.

The approval and the continuation of a fund's investment advisory and sub-advisory agreements must be specifically approved at least annually (1) by the vote of the trustees or by a vote of the shareholders of the fund, and (2) by the vote of a majority of the trustees who are not parties to the investment advisory agreement or "Interested Persons" of any party ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval. In preparation for the meeting, the Board requests and reviews a wide variety of materials provided by the Fund's adviser. The Independent Trustees also received advice from their independent counsel on the issues to focus on during contract renewals. At a meeting held on October 28, 2013, the Board of Trustees, including a majority of the independent Trustees of the Fund, approved the Management and Investment Advisory Agreement ("Advisory Agreement"), between the Funds and Viking and the Sub-Advisory Agreement, between the Advisor and J.P. Morgan Investment Management Inc. ("JPMIM").

The Trustees, including a majority of Trustees who are neither party to the Advisory or Sub-Advisory Agreements nor "interested persons" of any such party (as such term is defined for regulatory purposes), unanimously renewed the Advisory and Sub-Advisory Agreements. In determining whether it was appropriate to renew the Advisory and Sub-Advisory Agreements, the Trustees requested information, provided by the Investment Adviser and each Sub-Adviser that it believed to be reasonably necessary to reach its conclusion. In connection with the renewal of the Advisory and Sub-Advisory Agreements, the Board reviewed factors set out in judicial decisions and Securities Exchange Commission ("SEC") directives relating to the renewal of advisory contracts, which include but are not limited to, the following:


	(a)	the nature and quality of services to be provided by the adviser to the fund;

	(b)	the various personnel furnishing such services and their duties and qualifications;

	(c)	the relevant fund's investment performance as compared to standardized industry performance data;

	(d)	the adviser's costs and profitability of furnishing the investment management services to the fund;

	(e)	the extent to which the adviser realizes economies of scale as the fund grows larger and the sharing thereof with the fund;

	(f)	an analysis of the rates charged by other investment advisers of similar funds;

	(g)	the expense ratios of the applicable fund as compared to data for comparable funds; and

	(h)	information with respect to all benefits to the adviser associated with the fund, including an analysis of so-called "fallout" benefits or indirect profits to the adviser from its relationship to the funds.

In evaluating the Adviser's services and its fees, the Trustees reviewed information concerning the performance of each Fund, the recent financial statements of the Adviser and its parent, and the proposed advisory fee and other fund expenses compared to the level of advisory fees and expenses paid by other similar funds. In reviewing the Advisory Agreement with the foregoing Funds, the Trustees considered, among other things, the fees, the Fund's past performance, the nature and quality of the services provided, the profitability of the adviser and its parent (estimated costs and estimated profits from furnishing the proposed services to each Fund), and the expense waivers by the Adviser. The Trustees also considered any ancillary benefits to the Adviser and its affiliates for services provided to each Fund. In this regard, the Trustees noted that there were soft dollar arrangements involving the Adviser, but there were none involving the Sub-Advisor in the Funds that it manages. Also, the only benefits to affiliates were the fees earned for services provided. The Trustees did not identify any single factor discussed above as all-important or controlling. The Trustees also considered the Adviser's commitment to contractually or voluntarily limit Fund expenses, the skills and capabilities of the Adviser, and the representations from the Adviser that the Funds' portfolio managers will continue to manage the Funds' in substantially the same way as it had been managed.

The following paragraphs summarize the material information and factors considered by the Board, including the Independent Trustees, as well as their conclusions relative to such factors in considering the approval of the Advisory Agreement:

Nature, extent and quality of services: The Investment Adviser currently provides services to eleven funds with investment strategies ranging from non-diversified sector funds to broad-based equity funds. The experience and expertise of the Investment Adviser is attributable to the long-term focus on managing investment companies and has the potential to enhance the Fund's future performance. They have a strong culture of compliance and provide quality services. The overall nature and quality of the services provided by the Investment Adviser had historically been, and continues to be, adequate and appropriate.

Investment performance: Upon a review of the total return history and category rankings of each Fund, the Trustees deemed the performance of each Fund to be satisfactory. In addition, each of the Funds has been meeting its investment objective.

As of August 31, 2013, the risk for: (1) Integrity Growth & Income Fund was average overall. It had a below average risk rating for the 5 and 10-year periods and above average for the 3-year period; (2) Williston Basin/Mid-North America Stock Fund was below average overall and for the 5 -year time period. It was above average for the 3-year period and low for the 10-year period; (3) Integrity High Income Fund was above average overall and high for the 5-year time period. It had an average risk rating for the 3-year period; (4) Integrity Dividend Harvest Fund had been open for a short period so no risk ratings were available.

As of August 31, 2013, the Fund return rating for: (1) Integrity Growth & Income Fund was below average overall and for the 3-year, and 5-year time periods. It was average for the 10-year period; (2) Williston Basin/Mid-North America Stock Fund was above average overall, high for the 3 and 5-year periods, and low for the 10-year time periods. (3) Integrity High Income Fund was below average overall and for the 3 and 5-year time periods. (4) Integrity Dividend Harvest Fund had been open for a short period so no return ratings were available.

As of August 31, 2013, the Fund performance for: (1) Integrity Growth & Income Fund for the 1, 3, and 5-year periods was below its index for its peer group, but above its index classification for the 10-year period. It was above its median classification for the 3 and 10-year period and below its median for the 1 and 5-year periods; (2) Williston Basin/Mid-North America Stock Fund for the 3, 5, and 10-year periods was above its index for its peer group, but was below for the 1-year period. It was above its median classification in the 1, 3, and 5-year periods for its peer group, but below its median for the 10-year period; (3) Integrity High Income Fund was below its index for the 1, 3 and 5-year periods. It was at or above its median classification for the 3 and 5-year period, but below its median for the 1-year period; (4) Integrity Dividend Harvest Fund was below its index and median for the 1-year period.

Profitability: In connection with its review of fees, the Board also considered the profitability of Viking for its advisory activities. In this regard, the Board reviewed information regarding the finances of Corridor and Viking. Based on the information provided, the Board concluded that the level of profitability was reasonable in light of the services provided.

Economies of scale: The Board briefly discussed the benefits for the Funds as the Adviser could realize economies of scale as each of the Funds grow larger, but the size of the Funds has not reached an asset level to benefit from economies of scale. The advisory fees are structured appropriately based on the size of the Fund. The advisor has indicated that a new advisory fee structure may be looked at if the Fund reaches an asset level where the Fund could benefit from economies of scale.

Analysis of the rates charged by other investment advisers of similar funds: A comparison of the management fees charged by the Advisor seemed reasonable to the Trustees when compared to similar funds in objective and size. The adviser is voluntarily waiving advisory fees to a certain degree due to the small size of certain Funds.

Expense ratios of the applicable fund as compared to data for comparable funds: (1) a comparison of the net operating expense for the Integrity High Income Fund to other funds of similar objective and size reflected that its net expense ratio of 1.15% for Class A shares and 1.90% for Class C shares was comparable to other funds of similar objective and size; (2) the net operating expense of 1.25% for the Integrity Growth & Income Fund is comparable to other funds of similar objective and size; (3) the net operating expense of 1.15% for the Integrity Dividend Harvest Fund is comparable to other funds of similar objective and size; (4) the net operating expense of 1.42% for the Williston Basin/Mid-North America Stock Fund is comparable to other funds of similar objective and size.

Information with respect to all benefits to the adviser associated with the fund, including an analysis of so-called "fallout" benefits or indirect profits to the adviser from its relationship to the funds: The Board noted that the Adviser does not realize material direct benefits from its relationship with the Fund. The Adviser currently does not participate in any soft dollar arrangements from securities trading in the Fund.

In voting unanimously to renew the Advisory Agreement, the Trustees did not identify any single factor as being of paramount importance. The Trustees noted that their discussion in this regard was premised on numerous factors including the nature, quality and resources of Viking, the strategic plan involving the Funds, and the potential for increased distribution and growth of the Funds. They determined that, after considering all relevant factors, the adoption of the Advisory Agreements would be in the best interest of each of the Funds and its shareholders.

Sub-Advisory Agreement with JPMIM

In determining whether it was appropriate to renew the Sub-Advisory Agreement between the Investment Adviser and JPMIM with respect to the High Income Fund, the Trustees requested information from JPMIM that they believed to be reasonably necessary to reach their conclusion. The following paragraphs summarize the material information and factors considered by the Board, including the Independent Trustees, as well as their conclusions relative to such factors in considering the renewal of the Sub-Advisory Agreement:

Nature, extent and quality of services: In reviewing the Agreements, the Board considered the nature, quality and extent of services to be provided by JPMIM. In this regard, the Board considered the history and investment experience of JPMIM and reviewed the qualifications, background and responsibilities of its portfolio managers and certain other relevant personnel. The Board recognized that JPMIM has significant expertise in managing high yield corporate bond portfolios and its investment style. The Board also recognized the reputation and resources of JPMIM. In light of the information presented and the considerations made, the Board was satisfied that the nature, quality and extent of services provided to the Fund by JPMIM are satisfactory.

Analysis of the rates charged by other investment advisers of similar funds: The Board considered the sub-advisory fees paid to JPMIM fair and reasonable, in light of the investment sub-advisory services expected to be provided, the anticipated costs of these services and the comparability of the sub-advisory fees to fees paid by comparable mutual funds.

Information with respect to all benefits to the adviser associated with the fund, including an analysis of so-called "fallout" benefits or indirect profits to the adviser from its relationship to the funds: The Board noted, based on information presented by the Adviser, that the Sub-adviser does realize direct benefits from its relationship with the High Income Fund and does not participate in soft dollar arrangements from securities trading in the Fund.

In voting unanimously to renew the Sub-Advisory Agreement, the Trustees did not identify any single factor as being of paramount importance. The Trustees noted that their discussion in this regard was premised on numerous factors including the nature, quality and resources of JPMIM, the strategic plan involving Integrity High Income Fund, and the potential for increased distribution and growth of the Fund. Thus, the Trustees, including a majority of the Independent Trustees, determined that, after considering all relevant factors, the renewal of the Sub-Advisory Agreement would be in the best interest of the Integrity High Income Fund and its shareholders.

Potential Conflicts of Interest—Investment Adviser

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds are presented with the following potential conflicts:

The management of multiple funds may result in a portfolio manager devoting unequal time and attention to the management of each fund. The management of multiple funds and accounts also may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts.

•

Shannon D. Radke is a Governor, President, and Chief Executive Officer of Corridor. He owns membership interests of approximately 9% in Corridor. He initially received membership interests, without a cash investment, in exchange for contributions to Corridor (including experience in the mutual fund industry and personal guaranties of bank financing) and, in addition, in exchange for his interest in Viking. Mr. Radke also purchased a portion of his membership interests in Corridor. In connection with their roles, Josh Larson and Mike Morey also own membership interests in Corridor (in each case equal to less than 1% of Corridor's total membership interests). Certain other current employees of Corridor own, in the aggregate, approximately 37%-38% of the total membership interests in Corridor, with those employees individually owning an interest of 0.06% to 10%. They initially received their membership interests in exchange for their experience and role in the operations of Corridor; some have since purchased a portion of their membership interests.

•

With respect to securities transactions for the Funds, the Investment Adviser determines which broker to use to execute each order, consistent with the duty to seek best execution of the transaction. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the Funds. Securities selected for funds or accounts other than the Funds may outperform the securities selected for the Funds.

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The appearance of a conflict of interest may arise where the Investment Adviser has an incentive, such as a performance-based management fee, which relates to the management of one fund but not all funds with respect to which a portfolio manager has day-to-day management responsibilities. The management of personal accounts may give rise to potential conflicts of interest; there is no assurance that the Funds' code of ethics will adequately address such conflicts. One of the portfolio manager's numerous responsibilities is to assist in the sale of Fund shares. The compensation of Shannon Radke, Monte Avery, Josh Larson, and Michael Morey (each of the "Portfolio Manager" of the Funds), is based on salary paid every other week. The Portfolio Managers are not compensated for client retention. In addition, Corridor sponsors a 401(K) plan for all its employees. This plan is funded by employee elective deferrals and a match up to 4% by Corridor of the employees gross pay.

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Although the Portfolio Manager generally does not trade securities in his own personal account, each of the Funds has adopted a code of ethics that, among other things, permits personal trading by employees under conditions where it has been determined that such trades would not adversely impact client accounts. Nevertheless, the management of personal accounts may give rise to potential conflicts of interest, and there is no assurance that these codes of ethics will adequately address such conflicts.

The Investment Adviser and the Funds have adopted certain compliance procedures, which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Potential Conflicts of Interest—Investment Sub-Adviser for Integrity High Income Fund only

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds are presented with the following potential conflicts:

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Similar Investment Companies Sub-Advised by JPMIM

JPMIM acts as investment sub-adviser to the following investment companies, each of which has an investment objective similar to that of the Fund: Managers High Yield Fund, a series of Managers Trust II; and High Yield Bond Fund, a series of SEI Institutional Investments Trust (SIIT); and High Yield Bond Fund, a series of SEI Institutional Managed Investments Trust (SIMT). The SIIT and SIMT funds are multi-managed and are also sub-advised by Ares Management LLC, Brigade Capital Management, Delaware Investments Fund Advisers, and Guggenheim Partners, LLC.

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With respect to securities transactions for the Fund, the sub-advisor determines which broker to use to execute each order, consistent with the duty to seek best execution of the transaction. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the Fund. Securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund.

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The appearance of a conflict of interest may arise where the sub-adviser has an incentive, such as a performance-based management fee, which relates to the management of one fund but not all funds with respect to which a portfolio manager has day-to-day management responsibilities. The management of personal accounts may give rise to potential conflicts of interest; there is no assurance that the sub-advisers code of ethics will adequately address such conflicts. As compensation for sub-advisory services provided to the Fund under the Sub-Advisory Agreement, the Adviser is required to pay JPMIM a fee computed at an annual rate of 0.35% of the Fund's average daily net assets. Since the dollar amount of the fee will increase as assets increase, JPMIM is expected to receive increased fees as the assets of the Fund increase.

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Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities because of market factors or investment restrictions imposed upon JPMIM and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as JPMIM or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JPMIM and its affiliates may be perceived as causing accounts it manages to participate in an offering to increase JPMIM's or its affiliates' overall allocation of securities in that offering.

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A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If JPMIM or its affiliates manage accounts that engage in short sales of securities of the type in which the Fund invests, JPMIM or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

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As an internal policy matter, JPMIM or its affiliates may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments that JPMIM or its affiliates will take on behalf of its clients due to, among other things, liquidity concerns and regulatory restrictions. Such policies may preclude the Fund from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the Fund's objectives.

The goal of JPMIM and its affiliates is to meet their fiduciary obligation with respect to all clients. JPMIM and its affiliates have policies and procedures designed to manage the conflicts. JPMIM and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with JPMIM's Codes of Ethics and JP Morgan Chase & Co.'s Code of Conduct.

With respect to the allocation of investment opportunities, JPMIM and its affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. For example: Orders for the same equity security are aggregated on a continual basis throughout each trading day consistent with JPMIM's duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, JPMIM or its affiliates may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.

Purchases of money market instruments and fixed income securities cannot always be allocated pro rata across the accounts with the same investment strategy and objective. However, JPMIM and its affiliates attempt to mitigate any potential unfairness by basing non pro rata allocations traded through a single trading desk or system upon a predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of JPMIM or its affiliates so that fair and equitable allocation will occur over time.

The Adviser and the Fund have adopted certain compliance procedures, which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Portfolio Manager Compensation

JPMIM's portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and, may include mandatory notional investments (as described below) in selected mutual funds advised by JPMIM. These elements reflect individual performance and the performance of JPMIM's business as a whole.

Each portfolio manager's performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries the highest impact. Portfolio manager compensation is primarily driven by meeting, or exceeding, clients' risk and returns objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating each portfolio manager's performance with respect to the mutual funds he or she manages, the funds' pre-tax performance is compared to the appropriate market peer group and to each fund's benchmark index listed in the fund's prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the fund). Investment performance is generally more heavily weighted to the long term.

Awards of restricted stock are granted as part of an employee's annual performance bonus and comprise from 0% to 40% of a portfolio manager's total bonus. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases. Up to 50% of the restricted stock portion of a portfolio manager's bonus may instead be subject to a mandatory notional investment in selected mutual funds advised by JPMIM or its affiliates. When these awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.

BOARD OF TRUSTEES AND OFFICERS (unaudited)

The Board of Trustees ("Board") of the Funds consists of four Trustees (the "Trustees"). These same individuals, unless otherwise noted, also serve as trustees for the five series of Integrity Managed Portfolios, and the two series of Viking Mutual Funds. Three Trustees are not "interested persons" (75% of the total) as defined under the 1940 Act (the "Independent Trustees"). The remaining Trustee is "interested" (the "Interested Trustees") by virtue of his affiliation with Viking Fund Management, LLC and its affiliates."

For the purposes of this section, the "Fund Complex" consists of the five series of Integrity Managed Portfolios, the four series of The Integrity Funds, and the two series of Viking Mutual Funds.

Each Trustee serves the Funds until its termination; or until the Trustee's retirement, resignation, or death; or otherwise as specified in the Funds' organizational documents. Each Officer serves an annual term. The tables that follow show information for each Trustee and Officer of the Funds.

INDEPENDENT TRUSTEES

Name, Date of Birth, Date Service Began, and Number of Funds Overseen in Fund Complex

Principal Occupations for Past Five Years
and Directorships Held During Past Five Years

Jerry M. Stai
Birth date: March 31, 1952
Began serving: January 2006
Funds overseen: 11 funds

Principal occupation(s): Minot State University (1999 to present); Non-Profit Specialist, Bremer Bank (2006 to present); Director/Trustee: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (2006 to 2009), Integrity Fund of Funds, Inc. (2006 to 2012), The Integrity Funds, and Integrity Managed Portfolios (2006 to present), and Viking Mutual Funds (2009 to present)

Other Directorships Held: Marycrest Franciscan Development, Inc.

Orlin W. Backes
Birth date: May 11, 1935
Began serving: June 2003
Funds overseen: 11 funds

Principal occupation(s): Attorney: McGee, Hankla, Backes & Dobrovolny, P.C. (1963 to 2012); Director/Trustee: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (1995 to 2009), Integrity Fund of Funds, Inc. (1995 to 2012), Integrity Managed Portfolios (1996 to present), The Integrity Funds (2003 to present), and Viking Mutual Funds (2009 to present)

Other Directorships Held: First Western Bank & Trust

R. James Maxson
Birth date: December 12, 1947
Began serving: June 2003
Funds overseen: 11 funds

Principal occupation(s): Attorney: Maxson Law Office P.C. (2002 to present); Director/Trustee: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (1999 to 2009), Integrity Fund of Funds, Inc. (1999 to 2012), Integrity Managed Portfolios (1999 to present), The Integrity Funds (2003 to present), and Viking Mutual Funds (2009 to present)

Other Directorships Held: Vincent United Methodist Foundation, Peoples State Bank of Velva, St. Joseph's Community Health Foundation and St. Joseph's Foundation, Minot Area Development Corporation, Kennedy Memorial Foundation, Minot Community Land Trust

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

INTERESTED TRUSTEE

Name, Date of Birth, Date Service Began, and Number of Funds Overseen in Fund Complex

Principal Occupations for Past Five Years
and Directorships Held During Past Five Years

Robert E. Walstad⁽¹⁾
Chairman
Birth date: August 16, 1944
Began serving: June 2003
Funds overseen: 11 funds

Principal occupation(s): Governor (2009 to present): Corridor Investors, LLC; Portfolio Manager (2010 to present): Viking Fund Management, LLC; Interim President: ND Tax-Free Fund, Inc. (2008 to 2009), Montana Tax-Free Fund, Inc. (2008 to 2009), Integrity Managed Portfolios (2008 to 2009), The Integrity Funds (2008 to 2009), and Integrity Fund of Funds, Inc. (2008 to 2009); Director and Chairman: Montana Tax-Free Fund, Inc. (1993 to 2009), ND Tax-Free Fund, Inc. (1988 to 2009), and Integrity Fund of Funds, Inc. (1994 to 2012); Trustee and Chairman (1996 to present): Integrity Managed Portfolios; Trustee and Chairman: The Integrity Funds (2003 to present), and Viking Mutual Funds (2009 to present)

Other Directorships Held: Minot Park Board, Governor: Mainstream Investors, LLC (2012)

⁽¹⁾

Trustee who is an "interested person" of the Funds as defined in the 1940 Act. Mr. Walstad is an interested person by virtue of being an Officer of the Funds and ownership in Corridor Investors, LLC the parent company of Viking Fund Management, Integrity Fund Services, and Integrity Fund Distributors.

The SAI contains more information about the Funds' Trustees and is available without charge upon request, by calling Integrity Funds Distributor at 800-276-1262.

OTHER OFFICERS

Name, Date of Birth, Date Service Began, and Number of Funds Overseen in Fund Complex

Principal Occupations for Past Five Years
and Directorships Held During Past Five Years

Shannon D. Radke
President
Birth date: September 7, 1966
Began serving: August 2009

Principal occupation(s): Governor, CEO and President (2009 to present): Corridor Investors, LLC; Governor and President (1998 to present): Viking Fund Management, LLC; Governor and President (2009 to present): Integrity Fund Services, LLC and Integrity Funds Distributor, LLC; President (1999 to 2009): Viking Fund Distributors, LLC; President (2009 to 2012): Integrity Fund of Funds, Inc.; Treasurer and Trustee (1999 to 2009) and President (1999 to present): Viking Mutual Funds; President: (2009 to present), The Integrity Funds and Integrity Managed Portfolios

Other Directorships Held: Minot Chamber of Commerce

Peter A. Quist
Vice President
Birth date: February 23, 1934
Began serving: June 2003

Principal occupation(s): Governor (2009 to present): Corridor Investors, LLC; Attorney (inactive); Vice President and Director (1988 to 2009): Integrity Mutual Funds, Inc.; Director, Vice President, and Secretary: Integrity Money Management, Inc. (1988 to 2009), Integrity Fund Services, Inc. (1989 to 2009), and Integrity Funds Distributor, Inc. (1996 to 2009); Director, Vice President, and Secretary: ND Tax-Free Fund, Inc. (1988 to 2009); and Montana Tax-Free Fund, Inc. (1993 to 2009); Director (1994 to 2009), Secretary (1994 to 2009), and Vice President (1994 to 2012): Integrity Fund of Funds, Inc.; Secretary (1996 to 2009) and Vice President (1996 to present): Integrity Managed Portfolios; Secretary (2003 to 2009) and Vice President (2003 to present): The Integrity Funds; and Vice President (2009 to present): Viking Mutual Funds

Other Directorships Held: Not applicable

Adam C. Forthun
Treasurer
Birth date: June 30, 1976
Began serving: May 2008

Principal occupation(s): Fund Accounting Supervisor (2005 to 2008), Fund Accounting Manager (2008 to present), Chief Operating Officer (2013 to present): Integrity Fund Services, LLC; Treasurer: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (2008 to 2009), Integrity Fund of Funds, Inc. (2008 to 2012), Integrity Managed Portfolios and The Integrity Funds (2008 to present), and Viking Mutual Funds (2009 to present)

Other Directorships Held: Not applicable

Brent M. Wheeler
Secretary and Mutual Fund
Chief Compliance Officer
Birth date: October 9, 1970
Began serving:
MF CCO: October 2005
Secretary: October 2009

Principal occupation(s):Mutual Fund Chief Compliance Officer: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (2005 to 2009), Integrity Fund of Funds, Inc. (2005 to 2012), Integrity Managed Portfolios and The Integrity Funds, (2005 to present), and Viking Mutual Funds (2009 to present); Secretary (2009 to 2012): Integrity Fund of Funds, Inc.; Secretary (2009 to present): Integrity Managed Portfolios, The Integrity Funds, and Viking Mutual Funds

Other Directorships Held: Not applicable

The SAI contains more information about the Funds' Trustees and is available without charge upon request, by calling Integrity Funds Distributor at 800-276-1262.

PRIVACY POLICY

Rev. 12/2012

Privacy Policy (Form 4) If you do not provide an opt out and you do not want to include affiliate marketing

FACTS

WHAT DOES INTEGRITY VIKING FUNDS DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

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Social Security number, name, address

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Account balance, transaction history, account transactions

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Investment experience, wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Integrity Viking Funds chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information

Does Integrity Viking Funds share?

Can you limit this sharing?

For our everyday business purposes–

Yes

No

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

For our marketing purposes–

Yes

No

to offer our products and services to you

For joint marketing with other financial companies

No

We don't share

For our affiliates' everyday business purposes–

Yes

No

information about your transactions and experiences

For our affiliates' everyday business purposes–

No

We don't share

information about your creditworthiness

For non-affiliates to market to you

No

We don't share

Questions?

Call 1-800-601-5593 or go to www.integrityvikingfunds.com

Page 2

Who we are

Who is providing this notice?

Integrity Viking Funds (a family of investment companies)

What we do

How does Integrity Viking Funds protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We

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train employees on privacy, information security and protection of client information.

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limit access to nonpublic personal information to those employees requiring such information in performing their job functions.

How does Integrity Viking Funds collect my personal information?

We collect your personal information, for example, when you:

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open an account or seek financial or tax advice

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provide account information or give us your contact information

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make a wire transfer

We also collect your personal information from other companies.

Why can't I limit all sharing?

Federal law gives you the right to limit only:

•

sharing for affiliates' everyday business purposes-information about your creditworthiness

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affiliates from using your information to market to you

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sharing for non-affiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies

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The Integrity Funds

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Viking Mutual Funds

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Integrity Managed Portfolios

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Corridor Investors, LLC

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Viking Fund Management, LLC

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Integrity Funds Distributor, LLC

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Integrity Fund Services, LLC

Non-affiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

Integrity Viking Funds does not share with non-affiliates so they can market to you.

Joint marketing

A formal agreement between non-affiliated financial companies that together market financial products or services to you.

Integrity Viking Funds doesn't jointly market.

Integrity Viking Funds includes:

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The Integrity Funds

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Viking Mutual Funds

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Integrity Managed Portfolios

PROXY VOTING OF FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to securities held in the Funds' portfolios are available, without charge and upon request, by calling 800-276-1262. A report on Form N-PX of how the Funds voted any such proxies during the most recent 12-month period ended June 30 is available through the Funds' website at www.integrityvikingfunds.com. The information is also available from the Electronic Data Gathering Analysis and Retrieval ("EDGAR") database on the website of the Securities and Exchange Commission ("SEC") at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

Within 60 days of the end of their second and fourth fiscal quarters, the Funds provide a complete schedule of portfolio holdings in their semi-annual and annual reports on the Form N-CSR(S). These reports are filed electronically with the SEC and are delivered to the shareholders of the Funds. The Funds 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 Funds' Forms N-Q and N-CSR(S) are available on the SEC's website at www.sec.gov. The Funds' Forms N-Q and N-CSR(S) may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 202-551-8090. You may also access this information from the Funds' website at www.integrityvikingfunds.com.

SHAREHOLDER INQUIRIES AND MAILINGS

Direct inquiries regarding the Funds to:
Integrity Funds Distributor, LLC
PO Box 500
Minot, ND 58702
Phone: 800-276-1262

Direct inquiries regarding account information to:
Integrity Fund Services, LLC
PO Box 759
Minot, ND 58702
Phone: 800-601-5593

To reduce their expenses, the Funds may mail only one copy of their prospectus and each annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive additional copies of these documents, please call Integrity Funds Distributor at 800-276-1262 or contact your financial institution. Integrity Funds Distributor will begin sending you individual copies 30 days after receiving your request.

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Equity Funds

Williston Basin/Mid-North America Stock Fund (ICPAX)

Integrity Dividend Harvest Fund (IDIVX)

Integrity Growth & Income Fund (IGIAX)

Corporate Bond Fund

Integrity High Income Fund (IHFAX & IHFCX)

State-Specific Tax-Exempt Bond Funds

Viking Tax-Free Fund for North Dakota (VNDFX)

Viking Tax-Free Fund for Montana (VMTTX)

Kansas Municipal Fund (KSMUX)

Maine Municipal Fund (MEMUX)

Nebraska Municipal Fund (NEMUX)

New Hampshire Municipal Fund (NHMUX)

Oklahoma Municipal Fund (OKMUX)

Integrity Viking Funds are sold by prospectus only. An investor should consider the investment objectives, risks, and charges and expenses of the investment company carefully before investing. The prospectus contains this and other information about the investment company. You may obtain a prospectus at no cost from your financial adviser or at www.integrityvikingfunds.com. Please read the prospectus carefully before investing.

Item 2. CODE OF ETHICS.

At the end of the period covered by this report, the registrant has adopted a code of ethics as defined in Item 2 of Form N-CSR that applies to the registrant's principal executive officer and principal financial officer (herein referred to as the "Code"). There were no amendments to the Code during the period covered by this report. The registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period of this report. The Code is available on the Integrity Viking Funds website at http://www.integrityvikingfunds.com. A copy of the Code is also available, without charge, upon request by calling 800-601-5593. The Code is filed herewith pursuant to Item 12(a)(1) as EX-99.CODE ETH.

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees has determined that Jerry Stai is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Stai is "independent" for purposes of Item 3 of Form N-CSR.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a)

Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered by Cohen Fund Audit Services, Ltd. ("Cohen"), the principal accountant for the audit of the registrant's annual financial statements, for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $44,700 for the year ended December 31, 2013 and $44,700 for the year ended December 31, 2012.

(b)

Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by Cohen that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for the year ended December 31, 2013 and $0 for the year ended December 31, 2012.

(c)

Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by Cohen for tax compliance, tax advice, and tax planning were $10,000 for the year ended December 31, 2013 and $10,000 for the year ended December 31, 2012. Such services included review of excise distribution calculations (if applicable), preparation of the Trust's federal, state, and excise tax returns, tax services related to mergers, and routine counseling.

(d)

All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by Cohen, other than the services reported in paragraphs (a) through (c) of this Item: None.

(e)

(1)

Audit Committee Pre-Approval Policies and Procedures

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.

(2)

Percentage of services referred to in 4(b) through 4(d) that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X

0% of the services described in paragraphs (b) through (d) of Item 4 were not pre-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 Cohen's full-time permanent employees.

(g)

Non-Audit Fees: None.

(h)

Principal Accountant's Independence: The registrant's 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. INVESTMENTS.

The Schedule of Investments is included as part of the report to shareholders 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 trustees in the last fiscal half-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 as EX-99. CODE ETH.

(2)

A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the 1940 Act (17 CFR 270.30a-2) is filed and attached hereto as EX-99. CERT.

(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.

The Integrity Funds

By: /s/ Shannon D. Radke
Shannon D. Radke
President

March 6, 2014

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.

By: /s/ Shannon D. Radke
Shannon D. Radke
President

March 6, 2014

By: /s/ Adam Forthun
Adam Forthun
Treasurer

March 6, 2014
EX-99.CERT 2 integrity99cert20140228.htm
EX-99 CERT

CERTIFICATION

I, Shannon D. Radke, certify that:

1.

I have reviewed this report on Form N-CSR of The Integrity Funds;

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; and

(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 trustees (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: February 28, 2014

/s/ Shannon D. Radke
Shannon D. Radke
President

I, Adam Forthun, certify that:

1.

I have reviewed this report on Form N-CSR of The Integrity Funds;

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; and

(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 trustees (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: February 28, 2014

/s/ Adam Forthun
Adam Forthun
Treasurer
EX-99.906 CERT 3 integrity99906cert20140228.htm
EX-99.906 CERT

CERTIFICATION

Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

Name of Registrant: The Integrity Funds

Date of Form N-CSR: December 31, 2013

The undersigned, the principal executive officer of The Integrity Funds (the "Registrant"), hereby certifies that, with respect to the Form N-CSR referred to above, to the best of his knowledge and belief, after reasonable inquiry:

1.

such Form N-CSR 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 such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

IN WITNESS WHEREOF, the undersigned has executed this Certification below, as of the 28^th of February, 2014.

/s/ Shannon D. Radke
Shannon D. Radke
President, The Integrity Funds

The undersigned, the principal financial officer of the Registrant, hereby certifies that, with respect to the Form N-CSR referred to above, to the best of his knowledge and belief, after reasonably inquiry:

1.

such Form N-CSR 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 such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

IN WITNESS WHEREOF, the undersigned has executed this Certification below, as of the 28^th of February, 2014.

/s/ Adam Forthun
Adam Forthun
Treasurer, The Integrity Funds
EX-99.CODE ETH 4 code200911.htm
INTEGRITY VIKING FUNDS

CODE OF ETHICS

AND

STATEMENT ON INSIDER TRADING

CODE OF ETHICS

INTEGRITY VIKING FUNDS

Rule 17j-1 (the "Rule") under the Investment Company Act of 1940 (the "Act") requires registered investment companies ("investment companies") and their investment advisers, sub-advisers and principal underwriters to adopt written codes of ethics designed to prevent fraudulent trading by those persons covered under the Rule. The Rule also makes it unlawful for certain persons, including any officer or director of an investment company, in connection with the purchase or sale by such person of a security held or to be acquired by an investment company to:

(1)

employ any device, scheme or artifice to defraud the investment company;

(2)

make to the investment company any untrue statement of a material fact or omit to state to the investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3)

engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the investment company; or

(4)

engage in any manipulative practice with respect to the investment company.

The Rule also requires that each investment company and its affiliates use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.

In addition to the Rule, the Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA") requires that all investment advisers and broker-dealers establish, maintain, and enforce written policies and procedures designed to detect and prevent the misuse of material nonpublic information by such investment adviser and/or broker-dealer. Section 204A of the Investment Advisers Act of 1940 (the "Advisers Act") states that an investment adviser must adopt and disseminate written policies with respect to ITSFEA, and an investment adviser must also vigilantly review, update, and enforce them. Section 204A provides that every person subject to Section 204 of the Advisers Act shall be required to establish procedures to prevent insider trading.

Rule 204A-1 under the Investment Advisers Act of 1940 ("the Advisers Act"), which is effective February 1, 2005, requires registered investment advisers and sub-advisers to adopt written codes of ethics designed to prevent fraudulent trading by those persons covered under the Rule.

Attached to this Code of Ethics ("Code") as Exhibit A is a Statement on Insider Trading. Any investment adviser who acts as such for the Fund and any broker-dealer who acts as the principal underwriter for the Fund must comply with the policy and procedures outlined in the Statement on Insider Trading unless such investment adviser or principal underwriter has adopted a similar policy and procedures with respect to insider trading, which are determined by the Fund's Board to comply with ITSFEA's requirements.

This Code is being adopted by the Fund (1) for implementation with respect to covered persons of the Fund and (2) for implementation by each "investment adviser" to the Fund as that term is defined in the Act (each such investment adviser being deemed an "investment adviser" for purposes of this Code) and for each principal underwriter ("Principal Underwriter") for the Fund unless such Investment Adviser or Principal Underwriter has adopted a code of ethics and plan of implementation thereof which is determined by the Fund's Board to comply with the requirements of the Rule and to be sufficient to effectuate the purpose and objectives of the Rule.

The personal trading activity by access persons of unaffiliated sub-advisers shall be governed by the Code of Ethics and Statement on Insider Trading of the applicable sub-adviser, provided that each such sub-adviser's Code of Ethics meet the requirements of Rule 17j-1 under the 1940 Act, is in the best interests of the shareholders and is determined by the Fund's Board to comply with the requirements of the Rule and to be sufficient to effectuate the purpose and objectives of the Rule.

STATEMENT OF GENERAL PRINCIPLES

This Code is based on the principle that the officers, directors/trustees, and employees of the Fund and the officers, governors, and employees of the Fund's investment adviser owe a fiduciary duty to the shareholders of the Fund and, therefore, the Fund's and investment adviser's personnel must place the shareholders' interests ahead of their own. The Fund's and investment adviser's personnel must also avoid any conduct which could create a potential conflict of interest and must ensure that their personal securities transactions do not in any way interfere with the Fund's portfolio transactions and that they do not take inappropriate advantage of their positions. All persons covered by this Code must adhere to these general principles as well as the Code's specific provisions, procedures, and restrictions. In addition, all employees must comply with all other applicable federal securities laws.

DEFINITIONS

For purposes of this Code:

"Access Person" means any director/trustee, officer, employee, or Advisory Person of the Fund or those persons who have an active part in the management, portfolio selection, or underwriting functions of the Fund, or who, in the course of their normal duties, obtain prior information about the Fund's purchases or sales of securities (i.e. traders and analysts). The Access Persons are listed in Exhibit G.

"Advisory Person" With respect to an investment adviser, an Advisory Person means any governor, officer, general partner, or employee who, in connection with his/her regular functions or duties, makes, participates in, or obtains current information regarding the purchase or sale of a security by the Fund or whose functions relate to the making of any recommendations with respect to such purchases or sales, including any natural person in a control relationship to the Fund who obtains current information concerning recommendations made with regard to the purchase or sale of a security by the Fund. For the purposes of this Code, an Advisory Person is also considered an Access Person.

"Automatic Investment Plan" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

"Board" means either the Board of Directors or the Board of Trustees, as the case may be, of the Fund.

"Fund" means any mutual fund or series of any mutual fund in the Integrity Viking Funds group, whether one or more funds or series of a Fund are involved.

"Fund Personnel" means an Access Person and/or Advisory Person.

"Non-Access Fund Personnel" are all other employees of Integrity Viking Funds not covered under any of the aforementioned classifications of personnel and, in most cases, do not have to pre-clear or report their security transactions.

"Portfolio Manager" means an employee of an investment adviser or sub-adviser entrusted with the direct responsibility and authority to make investment decisions affecting the Fund. The Portfolio Managers are listed in Exhibit H.

"Beneficial Ownership" is as defined in Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder which, generally speaking, encompass those situations where the beneficial owner has the right to enjoy some economic benefits which are substantially equivalent to ownership regardless of who is the registered owner. This includes:

(i)

securities which a person holds for his or her own benefit either in bearer form, registered in his or her own name, or otherwise, regardless of whether the securities are owned individually or jointly;

(ii)

securities held in the name of a member of his or her immediate family sharing the same household;

(iii)

securities held in the name of an investment club of which the person is a member;

(iv)

securities held by a trustee, executor, administrator, custodian, or broker;

(v)

securities owned by a general partnership of which the person is a member or a limited partnership of which such person is a general partner;

(vi)

securities held by a corporation which can be regarded as a personal holding company of a person; and

(vii)

securities recently purchased by a person and awaiting transfer into his or her name.

"Chief Compliance Officer" means a person appointed that title by the Board of Governors of the Investment Adviser pursuant to Rule 206(4)-7 under the Advisers Act or a person appointed that title by the Board of Directors/Trustees of a Fund pursuant to Rule 38a-1 under the Act and shall not include a Compliance Officer as defined herein.

"Covered Security" has the meaning set forth in Section 2(a) (36) of the Act, except that it does not include shares of registered open-end investment companies with the exception of the purchase and/or sale of fund shares of any of the Integrity Viking Funds, securities issued by the Government of the United States or by Federal agencies which are direct obligations of the United States, bankers' acceptances, bank certificates of deposits, and commercial paper. A future or an option on a future is deemed to be a security subject to this Code.

"Compliance Officer" means an employee of the Investment Adviser and/or Principal Underwriter of a Fund who has been appointed such position by the adviser or underwriter, but shall not include a Chief Compliance Officer as defined herein.

"Reportable Fund" means any Fund advised by the Investment Adviser, and any Fund whose Investment Adviser or Principal Underwriter is controlled by Corridor Investors, LLC, the parent company.

"Reportable Security" means any personal transaction in a covered security that must be reported to the Chief Compliance Officer of the Investment Adviser after execution of a trade (see Exhibit E for examples).

"Security Requiring Pre-clearance" means any personal transaction in a reportable covered security that must be pre-cleared by the Chief Compliance Officer of the Investment Adviser prior to execution of a trade (see Exhibit E for examples).

"Purchase or sale of a security" includes the writing of an option to purchase or sell a security.

A security is "being considered for purchase or sale" or is "being purchased or sold" when a recommendation to purchase or sell the security has been made by an investment adviser and such determination has been communicated to the Fund. With respect to the investment adviser making the recommendation, a security is being considered for purchase or sale when an officer, governor, or employee of such investment adviser seriously considers making such a recommendation.

Solely for purposes of this Code, any agent of the Fund charged with arranging the execution of a transaction is subject to the reporting requirements of this Code as to any such security as and from the time the security is identified to such agent as though such agent were an investment adviser hereunder.

Note: An officer or employee of the Fund or an investment adviser whose duties do not include the advisory functions described above, who does not have access to the advisory information contemplated above, and whose assigned place of employment is at a location where no investment advisory services are performed for the Fund is not an "Advisory Person" or an "Access Person" unless actual advance knowledge of a covered transaction is furnished to such person. Such personnel will be considered "Non-Access Fund Personnel" and will be subject to the requirements of this Code as such.

PROHIBITED TRANSACTIONS

Fund personnel shall not engage in any act, practice, or course of conduct which would violate the provisions of the Rule set forth above. No Access Person or Advisory Person shall purchase or sell, directly or indirectly, any security in which he/she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which, to his/her actual knowledge, at the time of such purchase or sale (i) is being considered for purchase or sale by the Fund, or (ii) is being purchased or sold by the Fund; except that the prohibitions of this section shall not apply to:

(1)

purchases or sales effected in any account over which the Access Person or Advisory Person has no direct or indirect influence or control;

(2)

purchases or sales which are nonvolitional on the part of either the Access Person, the Advisory Person, or the Fund;

(3)

purchases which are part of an automatic dividend reinvestment or other plan established by Fund Personnel prior to the time the security involved came within the purview of this Code;

(4)

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

(5)

purchases or sales that are pre-cleared in writing and approved by the Chief Compliance Officer as (a) clearly not economically related to securities to be purchased or sold or held by the Fund and (b) not representing any danger of the abuses proscribed by Rule 17j-1 of the Act, but only after the prospective purchaser has identified to the Chief Compliance Officer all relevant factors of which he/she is aware of regarding any potential conflict between his/her transaction and securities held or to be held by the Fund.

PROHIBITED TRANSACTIONS BY FUND PERSONNEL

No Fund Personnel shall:

(a)

acquire any securities in an initial public offering; or

(b)

acquire securities in a private placement without prior written approval of the Chief Compliance Officer or other officer designated by the Board.

In considering a request to invest in a private placement, the Chief Compliance Officer will take into account, among other factors, whether the investment opportunity should be reserved for the Fund and whether the opportunity is being offered to Fund Personnel by virtue of their/his/her position with the Fund. Should Fund Personnel be authorized to acquire securities through a private placement, they/he/she shall, in addition to reporting the transaction on the quarterly report to the Fund, disclose the interest in that investment to other Fund Personnel participating in that investment decision if and when they/he/she plays a part in the Fund's subsequent consideration of an investment in that issuer. In such a case, the Fund's decision to purchase securities of that issuer will be subject to an independent review by Fund Personnel who have no personal interest in the issuer.

BLACKOUT PERIODS

No Access Person or Advisory Person shall execute a securities transaction on a day during which the Fund has a pending "buy" or "sell" order in that same security until that order is executed or withdrawn. In addition, a Portfolio Manager is expressly prohibited from purchasing or selling a security within seven (7) calendar days before or after the Fund that he/she manages trades in that security.

The foregoing prohibition of personal transactions during the seven-day period following the execution of a transaction for the Fund shall not apply with respect to a security when the Portfolio Manager certifies in writing to the Chief Compliance Officer that the Fund's trading program in that security is complete. Each transaction authorized by the Chief Compliance Officer pursuant to this provision shall be reported to the Board by the Chief Compliance Officer at the Board's next regular meeting.

Should Fund Personnel trade within the proscribed period, such trade should be canceled if possible. If it is not possible to cancel the trade, all profits from the trade must be disgorged, and the profits will be paid to a charity selected by the Fund Personnel and approved by the officers of the Fund.

The prohibitions of this section shall not apply to:

(1)

purchases or sales effected in any account over which the Access Person or Advisory Person has no direct or indirect influence or control if the person making the investment decision with respect to such account has no actual knowledge about the Fund's pending "buy" or "sell" order;

(2)

purchases or sales which are nonvolitional on the part of either the Access Person, the Advisory Person, or the Fund;

(3)

purchases which are part of an automatic dividend reinvestment or other plan established by Fund Personnel prior to the time the security involved came within the purview of this Code; and

(4)

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(5)

purchases or sales that are pre-cleared in writing by the Chief Compliance Officer as (a) clearly not economically related to securities to be purchased or sold or held by the Fund and (b) not representing any danger of the abuses proscribed by Rule 17j-1 of the Act, but only after the prospective purchaser has identified to the Chief Compliance Officer all relevant factors of which he/she is aware of regarding any potential conflict between his/her transaction and securities held or to be held by the Fund.

SHORT-TERM TRADING

No Fund Personnel shall profit from the purchase and sale or sale and purchase of the same (or equivalent) securities which are owned by the Fund or which are of a type suitable for purchase by the Fund within sixty (60) calendar days. Any profits realized on such short-term trades must be disgorged, and the profits will be paid to a charity selected by the Fund Personnel and approved by the officers of the Fund. The Chief Compliance Officer or other officer designated by the Board may permit in writing exemptions to the prohibition of this section on a case-by-case basis when no abuse is involved and the equities of the circumstances support an exemption.

GIFTS

No Fund Personnel shall accept a gift or other thing of more than one hundred dollars in value ("gift") from any person or entity that does business with or on behalf of the Fund if such gift is in relation to the business of the employer of the recipient of the gift. In addition, any Fund Personnel who receive an unsolicited gift or a gift of an unclear status under this section shall promptly notify the Chief Compliance Officer and accept the gift only upon written approval of the Chief Compliance Officer.

SERVICE AS A DIRECTOR

No Fund Personnel shall serve as a director of a publicly-traded company absent prior written authorization from the Fund Board based upon a determination that such board service would not be inconsistent with the interests of the Fund and its shareholders.

PRE-CLEARANCE AND REPORTING REQUIREMENTS

1.

All Fund Personnel shall pre-clear their personal securities transactions in securities requiring prior approval before executing an order. Exhibit E, attached to this Code, provides a list of the securities requiring pre-clearance. A request must be submitted to the Chief Compliance Officer, and the Chief Compliance Officer must give his/her authorization prior to Fund Personnel placing a purchase or sell order with a broker. Should the Chief Compliance Officer deny the request, he/she will give a reason for the denial. Approval of a request will remain valid for two (2) business days from the date of the approval.*

*

The Board has determined that placement of a limit order constitutes a transaction requiring approval, and the limit order must be placed within two days from the date of approval. Implementation of a limit order in accordance with its approved terms is a ministerial act, which occurs in the future by the terms of the limit order and does not require approval. A change of terms in, or withdrawal of, a standing limit order is an investment decision for which clearance must be obtained.

2.

All Fund Personnel shall instruct their brokers to supply the Chief Compliance Officer, on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of all periodic statements for all securities accounts. These documents will be utilized to monitor and maintain compliance with this Code.

3.

Fund Personnel, other than directors/trustees and officers required to report their personal securities transactions to a registered investment adviser pursuant to Rule 204A-1 under the Advisers Act, effective February 1, 2005, shall submit quarterly transaction reports showing all transactions in reportable securities as defined herein in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership.

4.

Each director/trustee who is not an "interested person" of the Fund as defined in the Act shall pre-clear and submit quarterly transaction reports as required under subparagraph 3 above, but only for transactions in reportable securities where at the time of the transaction the director knew, or in the ordinary course of fulfilling his/her official duties as a director/trustee should have known, that during the fifteen (15)-day period immediately preceding or following the date of the transaction by the director/trustee such security was purchased or sold by the Fund or was being considered for purchase or sale by the Fund or its investment adviser.

5.

Every quarterly transaction report required to be made under subparagraphs 3 and 4 above shall be made not later than thirty (30) days after the end of the calendar quarter and shall cover all transactions during the quarter. The report shall contain the following information concerning any transaction required to be reported therein:

(a)

the date of the transaction;

(b)

the title and number of shares, and as applicable the exchange ticker symbol or CUSIP number;

(c)

the principal dollar amount involved;

(d)

the nature of the transaction (i.e. purchase, sale, or other type of acquisition or disposition);

(e)

the price at which the transaction was effected;

(f)

the name of the broker, dealer, or bank with or through whom the transaction was effected; and

(g)

the date the report is submitted.

6.

The Chief Compliance Officer shall identify all Fund Personnel and Non-Access Fund Personnel, who have a duty to make the reports required hereunder, shall inform each such person of such duty, and shall receive and review all reports required hereunder.

7.

Any employee or officer of a Fund or the Investment Adviser or Principal Underwriter of the Fund shall promptly report any violation he or she uncovers to the Chief Compliance Officer [Rule 204A-1(a)(4)]. The Chief Compliance Officer shall promptly report to the Fund's Board (a) any apparent violation of the prohibitions contained in this Code and (b) any reported transactions in a security which was purchased or sold by the Fund within fifteen (15) days before or after the date of the reported transaction.

8.

The Fund's Board or a committee of directors/trustees created by the Board for that purpose shall consider reports made to the Board hereunder and shall determine whether or not this Code has been violated and what sanctions, if any, should be imposed.

9.

This Code, a list of all persons required to make reports hereunder from time to time, a copy of each report made by Fund Personnel and Non-Access Fund Personnel (as applicable), each memorandum made by the Chief Compliance Officer hereunder, and a record of any violation hereof and any action taken as a result of such violation shall be maintained by the Fund as required under the Rule.

(a)

Initial Holdings Reports.

Upon the commencement of employment of a person who would be deemed to fall within the definition of "Fund Personnel" (other than disinterested directors/trustees) that person must disclose all personal securities holdings to the Chief Compliance Officer. The "Initial Holdings Report" must be submitted to the Fund, investment adviser or principal underwriter no later than 10 days after the person becomes an access person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an access person.

(b)

Annual Holdings Reports.

All Fund Personnel (other than disinterested directors/trustees) must report, on an annual basis, all personal securities holdings. The information included on the "Annual Holdings Report" must be current as of a date no more than 45 days prior to the date the report is submitted.

(c)

Contents of Initial and Annual Holdings Reports.

Each holdings report must contain:

(i)

the title and type of security, and as applicable the exchange ticker symbol or CUSIP number,

(ii)

number of shares,

(iii)

principal dollar amount of each reportable security in which the access person has any direct or indirect beneficial ownership;

(iv)

the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and

(v)

the date the access person submits the report.

(d)

Annual Certification.

At least annually, all Fund Personnel and Non-Access Fund Personnel will be required to certify that they (a) have read and understand the Code; (b) recognize that they are subject to the requirements outlined therein; (c) have complied with the requirements of the Code; (d) have disclosed and reported all personal securities transactions involving reportable securities required to be disclosed; and (e) have disclosed all personal securities holdings.

(e)

Annual Compliance Report.

The Chief Compliance Officer shall prepare an annual report to the Fund's Board. Such report shall (a) include a copy of the Fund's Code; (b) summarize existing procedures concerning personal investing and any changes in the Code's policies or procedures during the past year; (c) identify any violations of the Code; and (d) identify any recommended changes in existing restrictions, policies, or procedures based upon the Fund's experience under the Code, any evolving industry practices, or developments in applicable laws or regulations.

10.

An Access Person need not submit:

(a)

Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; or

(b)

A transaction report with respect to transactions effected pursuant to an automatic investment plan; or

(c)

A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Investment Adviser holds in his or her records so long as the Investment Adviser receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

Exhibit A

STATEMENT ON INSIDER TRADING

The Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA") requires that all investment advisers and broker-dealers establish, maintain, and enforce written policies and procedures designed to detect and prevent the misuse of material nonpublic information by such investment adviser and/or broker-dealer or any person associated with the investment adviser and/or broker-dealer.

Section 204A of the Investment Advisers Act of 1940 (the "Advisers Act") states that an investment adviser must adopt and disseminate written policies with respect to ITSFEA, and an investment adviser must also vigilantly review, update, and enforce them. Section 204A provides that every person subject to Section 204 of the Advisers Act shall be required to establish procedures to prevent insider trading.

Each investment adviser which acts as such for the Fund and each broker-dealer which acts as principal underwriter for the Fund has adopted the following policy, procedures, and supervisory procedures in addition the Fund's Code of Ethics. Throughout this document the investment advisers and principal underwriters collectively are called the "Providers."

SECTION I. POLICY

The purpose of this Section 1 is to familiarize the officers, directors/governors, and employees of the Providers with issues concerning insider trading and to assist them in putting into context the policy and procedures on insider trading.

Policy Statement:

No person to whom this Statement on Insider Trading applies, including officers, directors/governors, and employees, may trade, either personally or on behalf of others (such as mutual funds and private accounts managed by a Provider) while in the possession of material nonpublic information; nor may any officer, director/governor, or employee of a Provider communicate material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." This policy applies to every officer, director/governor, and employee of a Provider and extends to activities within and outside their duties as a Provider. It covers not only personal transactions of covered persons, but also indirect trading by family, friends, and others or the nonpublic distribution of inside information from you to others. Every officer, director/governor, and employee must read and retain a copy of this policy statement. Any questions regarding the policy and procedures should be referred to the Chief Compliance Officer.

The term "insider trading" is not defined in the Federal securities laws but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or the communications of material nonpublic information to others who may then seek to benefit from such information.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(a)

trading by an insider, while in possession of material nonpublic information, or

(b)

trading by a non-insider, while in the possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or

(c)

communicating material nonpublic information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below.

1.

Who is an insider? The concept of "insider" is broad. It includes officers, directors/governors, and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential, and the relationship must at least imply such a duty before the outsider will be considered an insider.

2.

What is material information? Trading on inside information can be the basis for liability when the information is material. In general, information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers, directors/governors, and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

3.

What is nonpublic information? Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation would be considered public. (Depending on the nature of the information and the type and timing of the filing or other public release, it may be appropriate to allow for adequate time for the information to be "effectively" disseminated.)

4.

Reason for liability. (a) Fiduciary duty theory. In 1980 the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information but that such a duty arises only where there is a direct or indirect fiduciary relationship with the issuer or its agents. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading. (b) Misappropriation theory. Another basis for insider trading liability is the "misappropriation" theory, where liability is established when trading occurs on material nonpublic information that was stolen or misappropriated from any other person.

5.

Penalties for insider trading. Penalties for trading on or communicating material nonpublic information are severe, both for individuals and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

•

civil injunctions

•

treble damages

•

disgorgement of profits

•

jail sentences

•

fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited

•

fines for the employer or other controlling person of up to the greater of $1 million or three times amount of the profit gained or loss avoided

In addition, any violation of this policy statement can be expected to result in serious sanctions by a Provider, including dismissal of the persons involved.

SECTION II. PROCEDURES

The following procedures have been established to aid the officers, directors/governors, and employees of a Provider in avoiding insider trading and to aid in preventing, detecting, and imposing sanctions against insider trading. Every officer, director, and employee of a Provider must follow these procedures or risk serious sanctions including dismissal, substantial personal liability, and/or criminal penalties. If you have any questions about these procedures, you should consult the compliance officer.

1.

Identifying inside information. Before trading for yourself or others, including investment companies or private accounts managed by a Provider, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

(i.)

Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

(ii.)

Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and nonpublic or if you have questions as to whether the information is material and nonpublic, you should take the following steps:

(a)

Report the matter immediately to the Chief Compliance Officer.

(b)

Do not purchase or sell the security on behalf of yourself or others, including investment companies or private accounts managed by a Provider.

(c)

Do not communicate the information to anybody, other than the Chief Compliance Officer.

(d)

After the Chief Compliance Officer has reviewed the issue, you will be instructed to either continue the prohibitions against trading and communication or you will be allowed to communicate the information and then trade.

2.

Personal security trading. All officers, directors/governors, and employees of a Provider (other than officers, directors, and employees who are required to report their securities transactions to a registered investment company in accordance with a Code of Ethics) shall submit to the Chief Compliance Officer, on a quarterly basis or at such lesser intervals as may be required from time to time, a report of every reportable securities transaction in which they, their families (including the spouse, minor children, and adults living in the same household as the officer, director/governor, or employee), and trusts of which they are trustees or in which they have a beneficial interest have participated. The report shall include the name of the security, date of the transaction, quantity, price, and broker-dealer through which the transaction was effected. All officers, directors/governors, and employees must also instruct their brokers to supply the Chief Compliance Officer, on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of all periodic statements for all securities accounts.

3.

Restricting access to material nonpublic information. Any information in your possession that you identify as material and nonpublic may not be communicated other than in the course of performing your duties to anyone, including persons within the company, except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.

4.

Resolving issues concerning insider trading. If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

SECTION III. SUPERVISION

The role of the Chief Compliance Officer is critical to the implementation and maintenance of this Statement on Insider Trading. These supervisory procedures can be divided into two classifications: (1) the prevention of insider trading, and (2) the detection of insider trading.

1.

Prevention of insider trading:

To prevent insider trading, the Chief Compliance Officer should:

(a)

answer promptly any questions regarding the Statement on Insider Trading;

(b)

resolve issues of whether information received by an officer, director/governor, or employee is material and nonpublic;

(c)

review and ensure that officers, directors, and employees review, at least annually, and update as necessary, the Statement on Insider Trading; and

(d)

when it has been determined that an officer, director/governor, or employee has material nonpublic information,

(i)

implement measures to prevent dissemination of such information, and

(ii)

if necessary, restrict officers, directors/governors, and employees from trading the securities.

2.

Detection of insider trading:

To detect insider trading, the Chief Compliance Officer should:

(a)

review the trading activity reports filed by each officer, director, and employee to ensure no trading took place in securities in which the Provider has material nonpublic information;

(b)

review the trading activity of the mutual funds managed by the investment adviser and the mutual funds for which the broker-dealer acts as principal underwriter; and

(c)

coordinate, if necessary, the review of such reports with other appropriate officers, directors, or employees of a Provider and the Fund.

3.

Special reports to management:

Promptly upon learning of a potential violation of the Statement on Insider Trading, the Chief Compliance Officer must prepare a written report to management of the Provider and provide a copy of such report to the Board providing full details and recommendations for further action.

4.

Annual reports:

On an annual basis, the Chief Compliance Officer of each Provider will prepare a written report to the management of the Provider and provide a copy of such report to the Board setting forth the following:

(a)

a summary of the existing procedures to detect and prevent insider trading;

(b)

full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation; and

(c)

an evaluation of the current procedures and any recommendations for improvement.

Exhibit B

INTEGRITY VIKING FUNDS

CODE OF ETHICS

INITIAL REPORT

To the Chief Compliance Officer of Viking Fund Management:

1.

I hereby acknowledge receipt of a copy of the Code of Ethics for Integrity Viking Funds.

2.

I have read and understand the Code and recognize that I am subject thereto in the capacity of "Fund Personnel."

3.

Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Integrity Viking Funds, such as any economic relationship between my transactions and securities held or to be acquired by Integrity Viking Funds.

4.

As of the date below, I had a direct or indirect beneficial ownership in the following securities:

Ticker or Title
Symbol of Security

Number of Shares

Principal ($) Amount
of Shares Held

Broker/Dealer or Bank
Maintaining Account

Date:

Signature:

Print Name:

Exhibit C

INTEGRITY VIKING FUNDS

CODE OF ETHICS

INITIAL REPORT

To the Chief Compliance Officer of Viking Fund Management:

1.

I have read and understand the Code of Ethics and recognize that I am subject thereto in the capacity of "Fund Personnel."

2.

I hereby certify that during the year ended December 31, 2009, I have complied with requirements of the Code, and I have reported all securities transactions required to be reported pursuant to the Code.

3.

Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Integrity Viking Funds, such as any economic relationship between my transactions and securities held or to be acquired by Integrity Viking Funds.

4.

As of December 31, 2009, I had a direct or indirect beneficial ownership in the following securities:

Ticker or Title
Symbol of Security

Number of Shares

Principal ($) Amount
of Shares Held

Broker/Dealer or Bank
Maintaining Account

Date:

Signature:

Print Name:

Exhibit D

INTEGRITY VIKING FUNDS

Securities Transactions Report

For the Calendar Quarter Ended: December 31, 2009

To the Chief Compliance Officer of Viking Fund Management:

During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transactions acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics adopted by Integrity Viking Funds.

Security

Date of Transaction

No. of Shares

Dollar Amount of Transaction

Nature of Transaction (buy, sell, etc.)

Price

Broker/Dealer or Bank Through Whom Effected

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Except as noted on the reverse side of this report, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Integrity Viking Funds, such as the existence of any economic relationship between my transactions and securities held or to be acquired by Integrity Viking Funds.

Date:

Signature:

Print Name:

Exhibit E

Reportable Securities and Securities Requiring Pre-Clearance

The following table illustrates the types of securities that are generally considered to be "reportable securities" and/or "securities requiring pre-clearance." This table does not contain an all-inclusive list of the aforementioned securities, and under certain circumstances, securities which might ordinarily not require pre-clearance may have to be pre-cleared. For this reason, any doubts or questions you may have should be directed to the Chief Compliance Officer of Viking Fund Management or his/her designee for clarification.

Types of Securities

Reportable
Securities

Securities Requiring
Pre-Clearance

Municipal bonds, notes and debentures

Yes

No

Corporate bonds, notes and debentures

Yes

No

Direct obligations of the Government of the United States

No

No

Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements

No

No

Shares issued by open-end Funds (other than Reportable Funds)

No

No

Shares issued by Reportable Funds

Yes

No

Shares issued by closed-end Funds

Yes

No

Securities and share options issued by Capital Financial Holdings, Inc.

Yes

Yes

Options on a stock market index and options on futures

Yes

No

IPOs or private placement securities

Yes

Yes

All securities not previously mentioned, including but not limited to:

Yes

No

•

equity stock (common, preferred and options)

•

foreign securities

•

ETF's

•

limited partnership interests

•

rights and warrants

•

securities acquired through exercise of rights, warrants and options

•

Securities acquired upon mergers, recapitalizations or non-volitional transactions

Exhibit F

List of Integrity Mutual Funds

Integrity Fund of Funds, Inc.

Integrity Managed Portfolios

Kansas Insured Intermediate Fund

Kansas Municipal Fund

Maine Municipal Fund

Nebraska Municipal Fund

New Hampshire Municipal Fund

Oklahoma Municipal Fund

The Integrity Funds

Integrity Growth & Income Fund

Integrity High Income Fund

Williston Basin/Mid-North America Stock Fund

Viking Mutual Funds

Viking Tax-Free Fund for Montana

Viking Tax-Free Fund for North Dakota

Viking Large-Cap Value Fund

Viking Small-Cap Value Fund

Exhibit G

List of Access and Non-Access Persons

Access Persons:

Corporate Officers

Compliance

Portfolio Managers

Pricing Analyst

Fund Officers

Fund Accounting

Information Systems

Non-Access Fund Personnel:

Independent Fund Directors/Trustees

Transfer Agency

Marketing Assistant

Marketing & Sales

Graphics

Fund Administration Specialist

Fund Wholesalers (Internal/External)

Exhibit H

List of Portfolio Managers

Integrity Fund of Funds, Inc.

Monte Avery

Integrity Managed Portfolios

Kansas Insured Intermediate Fund

Monte Avery

Kansas Municipal Fund

Monte Avery

Maine Municipal Fund

Monte Avery

Nebraska Municipal Fund

Monte Avery

New Hampshire Municipal Fund

Monte Avery

Oklahoma Municipal Fund

Monte Avery

The Integrity Funds

Integrity Growth & Income Fund

Robert Loest

Williston Basin/Mid-North America Stock Fund

Robert Loest

Viking Mutual Funds

Viking Tax-Free Fund for Montana

Shannon Radke

Viking Tax-Free Fund for North Dakota

Shannon Radke

Sub-Adviser Portfolio Managers

The Integrity Funds

Integrity High Income Fund

Rob Cook
Thomas Hauser

Viking Mutual Funds

Viking Large-Cap Value Fund

William Dodge
Brad Daniels
J. Brad Ohlmuller

Viking Small-Cap Value Fund

Greg Greene
J. Brad Ohlmuller
Robert Milmore


	•	Shannon D. Radke is a Governor, President, and Chief Executive Officer of Corridor. He owns membership interests of approximately 9% in Corridor. He initially received membership interests, without a cash investment, in exchange for contributions to Corridor (including experience in the mutual fund industry and personal guaranties of bank financing) and, in addition, in exchange for his interest in Viking. Mr. Radke also purchased a portion of his membership interests in Corridor. In connection with their roles, Josh Larson and Mike Morey also own membership interests in Corridor (in each case equal to less than 1% of Corridor's total membership interests). Certain other current employees of Corridor own, in the aggregate, approximately 37%-38% of the total membership interests in Corridor, with those employees individually owning an interest of 0.06% to 10%. They initially received their membership interests in exchange for their experience and role in the operations of Corridor; some have since purchased a portion of their membership interests.

	•	With respect to securities transactions for the Funds, the Investment Adviser determines which broker to use to execute each order, consistent with the duty to seek best execution of the transaction. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the Funds. Securities selected for funds or accounts other than the Funds may outperform the securities selected for the Funds.

	•	The appearance of a conflict of interest may arise where the Investment Adviser has an incentive, such as a performance-based management fee, which relates to the management of one fund but not all funds with respect to which a portfolio manager has day-to-day management responsibilities. The management of personal accounts may give rise to potential conflicts of interest; there is no assurance that the Funds' code of ethics will adequately address such conflicts. One of the portfolio manager's numerous responsibilities is to assist in the sale of Fund shares. The compensation of Shannon Radke, Monte Avery, Josh Larson, and Michael Morey (each of the "Portfolio Manager" of the Funds), is based on salary paid every other week. The Portfolio Managers are not compensated for client retention. In addition, Corridor sponsors a 401(K) plan for all its employees. This plan is funded by employee elective deferrals and a match up to 4% by Corridor of the employees gross pay.

	•	Although the Portfolio Manager generally does not trade securities in his own personal account, each of the Funds has adopted a code of ethics that, among other things, permits personal trading by employees under conditions where it has been determined that such trades would not adversely impact client accounts. Nevertheless, the management of personal accounts may give rise to potential conflicts of interest, and there is no assurance that these codes of ethics will adequately address such conflicts.


	•	Similar Investment Companies Sub-Advised by JPMIM
		JPMIM acts as investment sub-adviser to the following investment companies, each of which has an investment objective similar to that of the Fund: Managers High Yield Fund, a series of Managers Trust II; and High Yield Bond Fund, a series of SEI Institutional Investments Trust (SIIT); and High Yield Bond Fund, a series of SEI Institutional Managed Investments Trust (SIMT). The SIIT and SIMT funds are multi-managed and are also sub-advised by Ares Management LLC, Brigade Capital Management, Delaware Investments Fund Advisers, and Guggenheim Partners, LLC.

	•	With respect to securities transactions for the Fund, the sub-advisor determines which broker to use to execute each order, consistent with the duty to seek best execution of the transaction. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the Fund. Securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund.

	•	The appearance of a conflict of interest may arise where the sub-adviser has an incentive, such as a performance-based management fee, which relates to the management of one fund but not all funds with respect to which a portfolio manager has day-to-day management responsibilities. The management of personal accounts may give rise to potential conflicts of interest; there is no assurance that the sub-advisers code of ethics will adequately address such conflicts. As compensation for sub-advisory services provided to the Fund under the Sub-Advisory Agreement, the Adviser is required to pay JPMIM a fee computed at an annual rate of 0.35% of the Fund's average daily net assets. Since the dollar amount of the fee will increase as assets increase, JPMIM is expected to receive increased fees as the assets of the Fund increase.

	•	Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities because of market factors or investment restrictions imposed upon JPMIM and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as JPMIM or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JPMIM and its affiliates may be perceived as causing accounts it manages to participate in an offering to increase JPMIM's or its affiliates' overall allocation of securities in that offering.

	•	A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If JPMIM or its affiliates manage accounts that engage in short sales of securities of the type in which the Fund invests, JPMIM or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

	•	As an internal policy matter, JPMIM or its affiliates may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments that JPMIM or its affiliates will take on behalf of its clients due to, among other things, liquidity concerns and regulatory restrictions. Such policies may preclude the Fund from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the Fund's objectives.


	Portfolio Manager Compensation
	JPMIM's portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and, may include mandatory notional investments (as described below) in selected mutual funds advised by JPMIM. These elements reflect individual performance and the performance of JPMIM's business as a whole.

	Each portfolio manager's performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries the highest impact. Portfolio manager compensation is primarily driven by meeting, or exceeding, clients' risk and returns objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating each portfolio manager's performance with respect to the mutual funds he or she manages, the funds' pre-tax performance is compared to the appropriate market peer group and to each fund's benchmark index listed in the fund's prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the fund). Investment performance is generally more heavily weighted to the long term.

	Awards of restricted stock are granted as part of an employee's annual performance bonus and comprise from 0% to 40% of a portfolio manager's total bonus. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases. Up to 50% of the restricted stock portion of a portfolio manager's bonus may instead be subject to a mandatory notional investment in selected mutual funds advised by JPMIM or its affiliates. When these awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.


INDEPENDENT TRUSTEES


Name, Date of Birth, Date Service Began, and Number of Funds Overseen in Fund Complex	Principal Occupations for Past Five Years and Directorships Held During Past Five Years


Jerry M. Stai Birth date: March 31, 1952 Began serving: January 2006 Funds overseen: 11 funds	Principal occupation(s): Minot State University (1999 to present); Non-Profit Specialist, Bremer Bank (2006 to present); Director/Trustee: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (2006 to 2009), Integrity Fund of Funds, Inc. (2006 to 2012), The Integrity Funds, and Integrity Managed Portfolios (2006 to present), and Viking Mutual Funds (2009 to present)

	Other Directorships Held: Marycrest Franciscan Development, Inc.


Orlin W. Backes Birth date: May 11, 1935 Began serving: June 2003 Funds overseen: 11 funds	Principal occupation(s): Attorney: McGee, Hankla, Backes & Dobrovolny, P.C. (1963 to 2012); Director/Trustee: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (1995 to 2009), Integrity Fund of Funds, Inc. (1995 to 2012), Integrity Managed Portfolios (1996 to present), The Integrity Funds (2003 to present), and Viking Mutual Funds (2009 to present)

	Other Directorships Held: First Western Bank & Trust


R. James Maxson Birth date: December 12, 1947 Began serving: June 2003 Funds overseen: 11 funds	Principal occupation(s): Attorney: Maxson Law Office P.C. (2002 to present); Director/Trustee: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (1999 to 2009), Integrity Fund of Funds, Inc. (1999 to 2012), Integrity Managed Portfolios (1999 to present), The Integrity Funds (2003 to present), and Viking Mutual Funds (2009 to present)

	Other Directorships Held: Vincent United Methodist Foundation, Peoples State Bank of Velva, St. Joseph's Community Health Foundation and St. Joseph's Foundation, Minot Area Development Corporation, Kennedy Memorial Foundation, Minot Community Land Trust


INTERESTED TRUSTEE


Name, Date of Birth, Date Service Began, and Number of Funds Overseen in Fund Complex	Principal Occupations for Past Five Years and Directorships Held During Past Five Years


Robert E. Walstad⁽¹⁾ Chairman Birth date: August 16, 1944 Began serving: June 2003 Funds overseen: 11 funds	Principal occupation(s): Governor (2009 to present): Corridor Investors, LLC; Portfolio Manager (2010 to present): Viking Fund Management, LLC; Interim President: ND Tax-Free Fund, Inc. (2008 to 2009), Montana Tax-Free Fund, Inc. (2008 to 2009), Integrity Managed Portfolios (2008 to 2009), The Integrity Funds (2008 to 2009), and Integrity Fund of Funds, Inc. (2008 to 2009); Director and Chairman: Montana Tax-Free Fund, Inc. (1993 to 2009), ND Tax-Free Fund, Inc. (1988 to 2009), and Integrity Fund of Funds, Inc. (1994 to 2012); Trustee and Chairman (1996 to present): Integrity Managed Portfolios; Trustee and Chairman: The Integrity Funds (2003 to present), and Viking Mutual Funds (2009 to present)

	Other Directorships Held: Minot Park Board, Governor: Mainstream Investors, LLC (2012)


OTHER OFFICERS


Name, Date of Birth, Date Service Began, and Number of Funds Overseen in Fund Complex	Principal Occupations for Past Five Years and Directorships Held During Past Five Years


Shannon D. Radke President Birth date: September 7, 1966 Began serving: August 2009	Principal occupation(s): Governor, CEO and President (2009 to present): Corridor Investors, LLC; Governor and President (1998 to present): Viking Fund Management, LLC; Governor and President (2009 to present): Integrity Fund Services, LLC and Integrity Funds Distributor, LLC; President (1999 to 2009): Viking Fund Distributors, LLC; President (2009 to 2012): Integrity Fund of Funds, Inc.; Treasurer and Trustee (1999 to 2009) and President (1999 to present): Viking Mutual Funds; President: (2009 to present), The Integrity Funds and Integrity Managed Portfolios

	Other Directorships Held: Minot Chamber of Commerce


Peter A. Quist Vice President Birth date: February 23, 1934 Began serving: June 2003	Principal occupation(s): Governor (2009 to present): Corridor Investors, LLC; Attorney (inactive); Vice President and Director (1988 to 2009): Integrity Mutual Funds, Inc.; Director, Vice President, and Secretary: Integrity Money Management, Inc. (1988 to 2009), Integrity Fund Services, Inc. (1989 to 2009), and Integrity Funds Distributor, Inc. (1996 to 2009); Director, Vice President, and Secretary: ND Tax-Free Fund, Inc. (1988 to 2009); and Montana Tax-Free Fund, Inc. (1993 to 2009); Director (1994 to 2009), Secretary (1994 to 2009), and Vice President (1994 to 2012): Integrity Fund of Funds, Inc.; Secretary (1996 to 2009) and Vice President (1996 to present): Integrity Managed Portfolios; Secretary (2003 to 2009) and Vice President (2003 to present): The Integrity Funds; and Vice President (2009 to present): Viking Mutual Funds

	Other Directorships Held: Not applicable


Adam C. Forthun Treasurer Birth date: June 30, 1976 Began serving: May 2008	Principal occupation(s): Fund Accounting Supervisor (2005 to 2008), Fund Accounting Manager (2008 to present), Chief Operating Officer (2013 to present): Integrity Fund Services, LLC; Treasurer: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (2008 to 2009), Integrity Fund of Funds, Inc. (2008 to 2012), Integrity Managed Portfolios and The Integrity Funds (2008 to present), and Viking Mutual Funds (2009 to present)

	Other Directorships Held: Not applicable


Brent M. Wheeler Secretary and Mutual Fund Chief Compliance Officer Birth date: October 9, 1970 Began serving: MF CCO: October 2005 Secretary: October 2009	Principal occupation(s):Mutual Fund Chief Compliance Officer: ND Tax-Free Fund, Inc. and Montana Tax-Free Fund, Inc. (2005 to 2009), Integrity Fund of Funds, Inc. (2005 to 2012), Integrity Managed Portfolios and The Integrity Funds, (2005 to present), and Viking Mutual Funds (2009 to present); Secretary (2009 to 2012): Integrity Fund of Funds, Inc.; Secretary (2009 to present): Integrity Managed Portfolios, The Integrity Funds, and Viking Mutual Funds

	Other Directorships Held: Not applicable


FACTS	WHAT DOES INTEGRITY VIKING FUNDS DO WITH YOUR PERSONAL INFORMATION?


Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.


What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:

		•	Social Security number, name, address

		•	Account balance, transaction history, account transactions

		•	Investment experience, wire transfer instructions

	When you are no longer our customer, we continue to share your information as described in this notice.


How?	All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Integrity Viking Funds chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information		Does Integrity Viking Funds share?	Can you limit this sharing?


For our everyday business purposes–		Yes	No
	such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus


For our marketing purposes–		Yes	No
	to offer our products and services to you


For joint marketing with other financial companies		No	We don't share


For our affiliates' everyday business purposes–		Yes	No
	information about your transactions and experiences


For our affiliates' everyday business purposes–		No	We don't share
	information about your creditworthiness


For non-affiliates to market to you		No	We don't share


Questions?	Call 1-800-601-5593 or go to www.integrityvikingfunds.com


Who we are


Who is providing this notice?	Integrity Viking Funds (a family of investment companies)


What we do


How does Integrity Viking Funds protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We

		•	train employees on privacy, information security and protection of client information.

		•	limit access to nonpublic personal information to those employees requiring such information in performing their job functions.


How does Integrity Viking Funds collect my personal information?	We collect your personal information, for example, when you:

		•	open an account or seek financial or tax advice

		•	provide account information or give us your contact information

		•	make a wire transfer

	We also collect your personal information from other companies.


Why can't I limit all sharing?	Federal law gives you the right to limit only:

		•	sharing for affiliates' everyday business purposes-information about your creditworthiness

		•	affiliates from using your information to market to you

		•	sharing for non-affiliates to market to you

	State laws and individual companies may give you additional rights to limit sharing.


Definitions


Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies

		•	The Integrity Funds

		•	Viking Mutual Funds

		•	Integrity Managed Portfolios

		•	Corridor Investors, LLC

		•	Viking Fund Management, LLC

		•	Integrity Funds Distributor, LLC

		•	Integrity Fund Services, LLC


Non-affiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies.

	Integrity Viking Funds does not share with non-affiliates so they can market to you.


Joint marketing	A formal agreement between non-affiliated financial companies that together market financial products or services to you.

	Integrity Viking Funds doesn't jointly market.

Integrity Viking Funds includes:

	•	The Integrity Funds

	•	Viking Mutual Funds

	•	Integrity Managed Portfolios

(a)	Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered by Cohen Fund Audit Services, Ltd. ("Cohen"), the principal accountant for the audit of the registrant's annual financial statements, for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $44,700 for the year ended December 31, 2013 and $44,700 for the year ended December 31, 2012.

(b)	Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by Cohen that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for the year ended December 31, 2013 and $0 for the year ended December 31, 2012.

(c)	Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by Cohen for tax compliance, tax advice, and tax planning were $10,000 for the year ended December 31, 2013 and $10,000 for the year ended December 31, 2012. Such services included review of excise distribution calculations (if applicable), preparation of the Trust's federal, state, and excise tax returns, tax services related to mergers, and routine counseling.

(d)	All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by Cohen, other than the services reported in paragraphs (a) through (c) of this Item: None.

(e)	(1)	Audit Committee Pre-Approval Policies and Procedures

			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.

	(2)	Percentage of services referred to in 4(b) through 4(d) that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X

			0% of the services described in paragraphs (b) through (d) of Item 4 were not pre-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 Cohen's full-time permanent employees.

(g)	Non-Audit Fees: None.

(h)	Principal Accountant's Independence: The registrant's 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.

	(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.

(a)	(1)	Code of ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99. CODE ETH.

	(2)	A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the 1940 Act (17 CFR 270.30a-2) is filed and attached hereto as EX-99. CERT.

	(3)	Not applicable.

(b)	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed and attached hereto.


1.	I have reviewed this report on Form N-CSR of The Integrity Funds;

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; and

	(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 trustees (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.


	1.	such Form N-CSR 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 such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


	(1)	employ any device, scheme or artifice to defraud the investment company;

	(2)	make to the investment company any untrue statement of a material fact or omit to state to the investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

	(3)	engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the investment company; or

	(4)	engage in any manipulative practice with respect to the investment company.


		(i)	securities which a person holds for his or her own benefit either in bearer form, registered in his or her own name, or otherwise, regardless of whether the securities are owned individually or jointly;

		(ii)	securities held in the name of a member of his or her immediate family sharing the same household;

		(iii)	securities held in the name of an investment club of which the person is a member;

		(iv)	securities held by a trustee, executor, administrator, custodian, or broker;

		(v)	securities owned by a general partnership of which the person is a member or a limited partnership of which such person is a general partner;

		(vi)	securities held by a corporation which can be regarded as a personal holding company of a person; and

		(vii)	securities recently purchased by a person and awaiting transfer into his or her name.


	(1)	purchases or sales effected in any account over which the Access Person or Advisory Person has no direct or indirect influence or control;

	(2)	purchases or sales which are nonvolitional on the part of either the Access Person, the Advisory Person, or the Fund;

	(3)	purchases which are part of an automatic dividend reinvestment or other plan established by Fund Personnel prior to the time the security involved came within the purview of this Code;

	(4)	purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

	(5)	purchases or sales that are pre-cleared in writing and approved by the Chief Compliance Officer as (a) clearly not economically related to securities to be purchased or sold or held by the Fund and (b) not representing any danger of the abuses proscribed by Rule 17j-1 of the Act, but only after the prospective purchaser has identified to the Chief Compliance Officer all relevant factors of which he/she is aware of regarding any potential conflict between his/her transaction and securities held or to be held by the Fund.


	(a)	acquire any securities in an initial public offering; or

	(b)	acquire securities in a private placement without prior written approval of the Chief Compliance Officer or other officer designated by the Board.

1.	All Fund Personnel shall pre-clear their personal securities transactions in securities requiring prior approval before executing an order. Exhibit E, attached to this Code, provides a list of the securities requiring pre-clearance. A request must be submitted to the Chief Compliance Officer, and the Chief Compliance Officer must give his/her authorization prior to Fund Personnel placing a purchase or sell order with a broker. Should the Chief Compliance Officer deny the request, he/she will give a reason for the denial. Approval of a request will remain valid for two (2) business days from the date of the approval.*

*	The Board has determined that placement of a limit order constitutes a transaction requiring approval, and the limit order must be placed within two days from the date of approval. Implementation of a limit order in accordance with its approved terms is a ministerial act, which occurs in the future by the terms of the limit order and does not require approval. A change of terms in, or withdrawal of, a standing limit order is an investment decision for which clearance must be obtained.

2.	All Fund Personnel shall instruct their brokers to supply the Chief Compliance Officer, on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of all periodic statements for all securities accounts. These documents will be utilized to monitor and maintain compliance with this Code.

3.	Fund Personnel, other than directors/trustees and officers required to report their personal securities transactions to a registered investment adviser pursuant to Rule 204A-1 under the Advisers Act, effective February 1, 2005, shall submit quarterly transaction reports showing all transactions in reportable securities as defined herein in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership.

4.	Each director/trustee who is not an "interested person" of the Fund as defined in the Act shall pre-clear and submit quarterly transaction reports as required under subparagraph 3 above, but only for transactions in reportable securities where at the time of the transaction the director knew, or in the ordinary course of fulfilling his/her official duties as a director/trustee should have known, that during the fifteen (15)-day period immediately preceding or following the date of the transaction by the director/trustee such security was purchased or sold by the Fund or was being considered for purchase or sale by the Fund or its investment adviser.

5.	Every quarterly transaction report required to be made under subparagraphs 3 and 4 above shall be made not later than thirty (30) days after the end of the calendar quarter and shall cover all transactions during the quarter. The report shall contain the following information concerning any transaction required to be reported therein:

	(a)	the date of the transaction;

	(b)	the title and number of shares, and as applicable the exchange ticker symbol or CUSIP number;

	(c)	the principal dollar amount involved;

	(d)	the nature of the transaction (i.e. purchase, sale, or other type of acquisition or disposition);

	(e)	the price at which the transaction was effected;

	(f)	the name of the broker, dealer, or bank with or through whom the transaction was effected; and

	(g)	the date the report is submitted.

6.	The Chief Compliance Officer shall identify all Fund Personnel and Non-Access Fund Personnel, who have a duty to make the reports required hereunder, shall inform each such person of such duty, and shall receive and review all reports required hereunder.

7.	Any employee or officer of a Fund or the Investment Adviser or Principal Underwriter of the Fund shall promptly report any violation he or she uncovers to the Chief Compliance Officer [Rule 204A-1(a)(4)]. The Chief Compliance Officer shall promptly report to the Fund's Board (a) any apparent violation of the prohibitions contained in this Code and (b) any reported transactions in a security which was purchased or sold by the Fund within fifteen (15) days before or after the date of the reported transaction.

8.	The Fund's Board or a committee of directors/trustees created by the Board for that purpose shall consider reports made to the Board hereunder and shall determine whether or not this Code has been violated and what sanctions, if any, should be imposed.

9.	This Code, a list of all persons required to make reports hereunder from time to time, a copy of each report made by Fund Personnel and Non-Access Fund Personnel (as applicable), each memorandum made by the Chief Compliance Officer hereunder, and a record of any violation hereof and any action taken as a result of such violation shall be maintained by the Fund as required under the Rule.

	(a)	Initial Holdings Reports.

		Upon the commencement of employment of a person who would be deemed to fall within the definition of "Fund Personnel" (other than disinterested directors/trustees) that person must disclose all personal securities holdings to the Chief Compliance Officer. The "Initial Holdings Report" must be submitted to the Fund, investment adviser or principal underwriter no later than 10 days after the person becomes an access person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an access person.

	(b)	Annual Holdings Reports.

		All Fund Personnel (other than disinterested directors/trustees) must report, on an annual basis, all personal securities holdings. The information included on the "Annual Holdings Report" must be current as of a date no more than 45 days prior to the date the report is submitted.

	(c)	Contents of Initial and Annual Holdings Reports.

		Each holdings report must contain:

		(i)	the title and type of security, and as applicable the exchange ticker symbol or CUSIP number,

		(ii)	number of shares,

		(iii)	principal dollar amount of each reportable security in which the access person has any direct or indirect beneficial ownership;

		(iv)	the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and

		(v)	the date the access person submits the report.

	(d)	Annual Certification.

		At least annually, all Fund Personnel and Non-Access Fund Personnel will be required to certify that they (a) have read and understand the Code; (b) recognize that they are subject to the requirements outlined therein; (c) have complied with the requirements of the Code; (d) have disclosed and reported all personal securities transactions involving reportable securities required to be disclosed; and (e) have disclosed all personal securities holdings.

	(e)	Annual Compliance Report.

		The Chief Compliance Officer shall prepare an annual report to the Fund's Board. Such report shall (a) include a copy of the Fund's Code; (b) summarize existing procedures concerning personal investing and any changes in the Code's policies or procedures during the past year; (c) identify any violations of the Code; and (d) identify any recommended changes in existing restrictions, policies, or procedures based upon the Fund's experience under the Code, any evolving industry practices, or developments in applicable laws or regulations.

10.	An Access Person need not submit:

	(a)	Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; or

	(b)	A transaction report with respect to transactions effected pursuant to an automatic investment plan; or

	(c)	A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Investment Adviser holds in his or her records so long as the Investment Adviser receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.


	(a)	trading by an insider, while in possession of material nonpublic information, or

	(b)	trading by a non-insider, while in the possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or

	(c)	communicating material nonpublic information to others.

1.	Who is an insider? The concept of "insider" is broad. It includes officers, directors/governors, and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential, and the relationship must at least imply such a duty before the outsider will be considered an insider.

2.	What is material information? Trading on inside information can be the basis for liability when the information is material. In general, information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers, directors/governors, and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

3.	What is nonpublic information? Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation would be considered public. (Depending on the nature of the information and the type and timing of the filing or other public release, it may be appropriate to allow for adequate time for the information to be "effectively" disseminated.)

4.	Reason for liability. (a) Fiduciary duty theory. In 1980 the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information but that such a duty arises only where there is a direct or indirect fiduciary relationship with the issuer or its agents. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading. (b) Misappropriation theory. Another basis for insider trading liability is the "misappropriation" theory, where liability is established when trading occurs on material nonpublic information that was stolen or misappropriated from any other person.

5.	Penalties for insider trading. Penalties for trading on or communicating material nonpublic information are severe, both for individuals and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

	•	civil injunctions

	•	treble damages

	•	disgorgement of profits

	•	jail sentences

	•	fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited

	•	fines for the employer or other controlling person of up to the greater of $1 million or three times amount of the profit gained or loss avoided

1.	Identifying inside information. Before trading for yourself or others, including investment companies or private accounts managed by a Provider, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

	(i.)	Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

	(ii.)	Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, or other publications of general circulation?

	If, after consideration of the above, you believe that the information is material and nonpublic or if you have questions as to whether the information is material and nonpublic, you should take the following steps:

	(a)	Report the matter immediately to the Chief Compliance Officer.

	(b)	Do not purchase or sell the security on behalf of yourself or others, including investment companies or private accounts managed by a Provider.

	(c)	Do not communicate the information to anybody, other than the Chief Compliance Officer.

	(d)	After the Chief Compliance Officer has reviewed the issue, you will be instructed to either continue the prohibitions against trading and communication or you will be allowed to communicate the information and then trade.

2.	Personal security trading. All officers, directors/governors, and employees of a Provider (other than officers, directors, and employees who are required to report their securities transactions to a registered investment company in accordance with a Code of Ethics) shall submit to the Chief Compliance Officer, on a quarterly basis or at such lesser intervals as may be required from time to time, a report of every reportable securities transaction in which they, their families (including the spouse, minor children, and adults living in the same household as the officer, director/governor, or employee), and trusts of which they are trustees or in which they have a beneficial interest have participated. The report shall include the name of the security, date of the transaction, quantity, price, and broker-dealer through which the transaction was effected. All officers, directors/governors, and employees must also instruct their brokers to supply the Chief Compliance Officer, on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of all periodic statements for all securities accounts.

3.	Restricting access to material nonpublic information. Any information in your possession that you identify as material and nonpublic may not be communicated other than in the course of performing your duties to anyone, including persons within the company, except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.

4.	Resolving issues concerning insider trading. If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

1.	Prevention of insider trading:

	To prevent insider trading, the Chief Compliance Officer should:

	(a)	answer promptly any questions regarding the Statement on Insider Trading;

	(b)	resolve issues of whether information received by an officer, director/governor, or employee is material and nonpublic;

	(c)	review and ensure that officers, directors, and employees review, at least annually, and update as necessary, the Statement on Insider Trading; and

	(d)	when it has been determined that an officer, director/governor, or employee has material nonpublic information,

		(i)	implement measures to prevent dissemination of such information, and

		(ii)	if necessary, restrict officers, directors/governors, and employees from trading the securities.

2.	Detection of insider trading:

	To detect insider trading, the Chief Compliance Officer should:

	(a)	review the trading activity reports filed by each officer, director, and employee to ensure no trading took place in securities in which the Provider has material nonpublic information;

	(b)	review the trading activity of the mutual funds managed by the investment adviser and the mutual funds for which the broker-dealer acts as principal underwriter; and

	(c)	coordinate, if necessary, the review of such reports with other appropriate officers, directors, or employees of a Provider and the Fund.

3.	Special reports to management:

	Promptly upon learning of a potential violation of the Statement on Insider Trading, the Chief Compliance Officer must prepare a written report to management of the Provider and provide a copy of such report to the Board providing full details and recommendations for further action.

4.	Annual reports:

	On an annual basis, the Chief Compliance Officer of each Provider will prepare a written report to the management of the Provider and provide a copy of such report to the Board setting forth the following:

	(a)	a summary of the existing procedures to detect and prevent insider trading;

	(b)	full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation; and

	(c)	an evaluation of the current procedures and any recommendations for improvement.

1.	I hereby acknowledge receipt of a copy of the Code of Ethics for Integrity Viking Funds.

2.	I have read and understand the Code and recognize that I am subject thereto in the capacity of "Fund Personnel."

3.	Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Integrity Viking Funds, such as any economic relationship between my transactions and securities held or to be acquired by Integrity Viking Funds.



4.	As of the date below, I had a direct or indirect beneficial ownership in the following securities:

	Ticker or Title Symbol of Security	Number of Shares	Principal ($) Amount of Shares Held	Broker/Dealer or Bank Maintaining Account

1.	I have read and understand the Code of Ethics and recognize that I am subject thereto in the capacity of "Fund Personnel."

2.	I hereby certify that during the year ended December 31, 2009, I have complied with requirements of the Code, and I have reported all securities transactions required to be reported pursuant to the Code.

3.	Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Integrity Viking Funds, such as any economic relationship between my transactions and securities held or to be acquired by Integrity Viking Funds.



4.	As of December 31, 2009, I had a direct or indirect beneficial ownership in the following securities:

	Ticker or Title Symbol of Security	Number of Shares	Principal ($) Amount of Shares Held	Broker/Dealer or Bank Maintaining Account