0000893730-20-000106.txt : 20200807 0000893730-20-000106.hdr.sgml : 20200807 20200807143859 ACCESSION NUMBER: 0000893730-20-000106 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20200531 FILED AS OF DATE: 20200807 DATE AS OF CHANGE: 20200807 EFFECTIVENESS DATE: 20200807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRITY FUNDS CENTRAL INDEX KEY: 0000893730 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07322 FILM NUMBER: 201084864 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 S000066956 Integrity Short Term Government Fund C000215521 Class A MDSAX C000215522 Class I MDSIX N-CSR 1 integrityncsr20200531.htm integrityncsr20200531.htm - Generated by SEC Publisher for SEC Filing

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: May 31st

 

 

Date of reporting period: May 31, 2020


 

Item 1. REPORTS TO STOCKHOLDERS.

 

IntegrityVikingLogoWide - B&W high res,IntegrityVikingLogoWide - B&W high res

 

 

 

THE INTEGRITY FUNDS

 

 

 

Integrity Short Term Government Fund

 

Annual Report | May 31, 2020

 

 

 

 

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
UMB Bank
928 Grand Blvd,
Kansas City, MO 64106

Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
151 N. Franklin Street, Suite 575

Chicago, IL 60606

 

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

 

IMPORTANT NOTE: Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Integrity Viking Funds’ (the “Funds”) annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the shareholder reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, shareholder reports will be available on the Funds’ website (https://www.integrityvikingfunds.com/Documents), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you hold Fund shares through a financial intermediary and you already elected to receive shareholder reports electronically through your financial intermediary, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically by notifying your financial intermediary.

 

You may elect to receive all future shareholder reports in paper free of charge.  You can inform your financial intermediary that you wish to continue receiving paper copies of your shareholder reports, or if you are a direct investor, by calling the Funds at 800-601-5593.  Your election to receive reports in paper will apply to all Funds you hold directly or through your financial intermediary, as applicable.

 

 


 

INTEGRITY SHORT TERM GOVERNMENT FUND

 

DEAR SHAREHOLDERS:

Enclosed is the report of the operations for the Integrity Short Term Government Fund (the “S-T Gov Fund” or “Fund”) for the year ended May 31, 2020.  The Fund’s portfolio and related financial statements are presented within for your review.

 

Market Environment

Trade policy uncertainty persisted and global economic growth deteriorated during the summer of 2019.  There was also increasing concern that the so-called flow of quantitative easing was turning into the ebb of quantitative tightening.  This fed investor concern of over-restrictive monetary policy.  In July 2019, the Federal Open Market Committee (the “FOMC”) cut interest rates by 0.25% for the first time since the financial crisis and decided to end balance sheet runoff.  The Federal Reserve (the “Fed”) again lowered the Fed Funds rate target range by 0.25% in September to 1.75-2%.  Chair Powell characterized the cuts as part of a “mid-cycle adjustment” to ensure against the downside risks from weak global growth and trade policy uncertainty, and to accelerate the return of inflation to the 2% target.

 

In October, the FOMC delivered its third 0.25% rate cut of the year and indicated that it intended the cut to be the last of this “mid-cycle adjustment” (total 0.75%).  Market sentiment substantially improved as the U.S. and China finally announced a “Phase 1” agreement in December even though full details of the potential deal were not released.  Other positive factors included the FOMC’s guidance of unchanged policy rate until there was “a significant move up in inflation”; the ECB announcement of the Corporate Sector Purchase Program; and an orderly exit of the UK from the EU.  As a result, at year end, the market was expecting a resilient 2020.

 

Instead, the COVID-19 pandemic produced a global exogenous shock with far reaching social and economic ramifications in the new year.  By the end of the first quarter, jobless claims had increased by 10 million, translating into approximately 6% added to the U.S. unemployment rate.  Relative to the 2008/09 financial crisis led by the housing market, the health crisis was more damaging to economic activity given the shutdowns across the nation and unknown timing of when normal societal order would resume.  While the U.S. economy shrank at a -5% annual rate in the first quarter, Bloomberg consensus is forecasting a -35% (annualized) drop in the second quarter.

 

The rapid deterioration in financial conditions was met with an unprecedented global policy response.  On the fiscal side, a relief package worth about 10% of U.S. GDP was signed into law at the end of March.  The package included measures to support both individuals (cash payments and extended unemployment benefits) and small and medium-sized businesses (emergency grants and forgivable loans).  On the monetary policy side, the Fed cut the Fed Funds rate to zero; in essence, launching another Quantitative Easing program (QE4), starting with unlimited purchases of Treasury and Agency Mortgage-backed Securities (MBS).

 

The Federal Reserve’s array of programs have since extended to buying private company’ and local government debt and making loans to midsize businesses, as it strengthened its effort to “bridge across temporary (economic) interruptions” caused by the pandemic.  Capital markets recovered strongly in April.  May further provided a glimmer of hope that the worst of the crisis may be over as some states beginning to open.  Many risk assets retraced a large part of Q1 losses as investors flush with liquidity continued to ramp up purchases.

 

Portfolio Performance and Positioning

For the year ended May 31, 2020, the Integrity Short Term Government Fund returned 3.25%* (Class I Shares, net of fees) compared to its benchmark, the ICE BofA 1-3 Year U.S. Treasury Index, which returned 4.58%, and the Morningstar Short Government category’s period return of 4.09%.   The Fund’s underperformance was driven entirely by the extreme outperformance of U.S. Treasuries amidst the onset of the COVID-19 crisis in March 2020.  While Agency MBS performed well in relative terms, Treasuries outpaced all other assets classes by a wide margin during the month.  That said, looking forward, the furious rally in Treasuries has the 2 Year Treasuries yielding 0.18% as of May 31, 2020, compared to the 1.9% yield-to-maturity of our portfolio of well-structured Agency MBS.

 

Market Outlook

Unlike 2008, this is not a housing crisis.  The Fed has purchased over $750bn of Agency MBS since March under QE4.  In addition, unemployment benefits under the CARES act also are helping both mortgage borrowers and multifamily tenants, as forbearance levels under the various government sponsored and private programs continue to plateau.  While the time required for the U.S. economy to fully recover remains unknown, as the economy reopens, job market conditions coupled with a pullback in benefits will determine housing and mortgage market performance.

 

On the interest rate front, the Fed will be on hold in the foreseeable future as Chair Powell commented “the FOMC is not even thinking about thinking about raising rates”.  In addition to asset purchases, forward guidance and (potentially) yield curve control should further anchor the short to intermediate part of the yield curve to an effective lower bound.  Low interest rate volatility benefits Agency MBS investors given investors are short the prepayment options.


 

 

As it relates to MBS, given the large recent decline in mortgage rates, refinancing risk is front and center in the mind of investors.  Prepayments have generally exceeded expectations over last 2 months as flexibility on income verification and appraisals more than offset social distancing and originator capacity.  Primary and secondary spreads remain wide implying potentially even lower mortgage rates.  We prefer 2016 and earlier vintages given the underlying borrowers either have low mortgage rates already, or have passed up multiple opportunities to refinance.

 

The FOMC committed in its June meeting to maintain at least the current pace of MBS purchases of 40bn per month.  The Fed is projected to own over 30% of the MBS market by year end.  The continued purchase of Agency MBS provides a floor to Agency valuations in our view.  Other Agency sectors, in particular Agency CMBS, should also benefit from the Fed’s asset purchase program, and certain sub-sectors such as interest only securities offer further upside as the market normalizes.

 

If you would like more frequent updates, please visit the Fund’s website at integrityvikngfunds.com for daily prices along with Fund information.

 

Sincerely,

 

M.D. Sass Investor Services Team

 

The views expressed are those of M.D. Sass Investor Services, Inc., 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 1.28% (annualized) and 1.21% for Class A and I, respectively. 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 0.80% and 0.55% for Class A and I, respectively. The Fund’s investment adviser has contractually agreed to waive fees and reimburse expenses through January 18, 2022 so that total annual fund operating expenses after fee waivers and expense reimbursements (excluding taxes, brokerage fees, commissions, extraordinary and non-recurring expenses, and acquired fund fees and expenses) do not exceed 0.80% and 0.55% for Class A and I, respectively. This expense limitation agreement may only be terminated or modified prior to January 18, 2022 with the approval of the Fund’s Board of Trustees.

 

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.

 

 


 

 

INTEGRITY SHORT TERM GOVERNMENT FUND

 

PERFORMANCE (unaudited)

 

Comparison of change in value of a $10,000 investment


Average Annual Total Returns for the periods ended May 31, 2020

 

 

1 year

3 year

5 year

10 year

Since Inception*

Class A Without sales charge

N/A

N/A

N/A

N/A

1.22%

Class A With sales charge (5.00%)

N/A

N/A

N/A

N/A

-2.26%

Class I Without sales charge

3.25%

2.50%

1.69%

N/A

1.49%

* January 21, 2020 for Class A; June 30, 2011 for Class I

 

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 1.28% (annualized) and 1.21% for Class A and I, respectively. 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 0.80% and 0.55% for Class A and I, respectively. The Fund’s investment adviser has contractually agreed to waive fees and reimburse expenses through January 18, 2022 so that total annual fund operating expenses after fee waivers and expense reimbursements (excluding taxes, brokerage fees, commissions, extraordinary and non-recurring expenses, and acquired fund fees and expenses) do not exceed 0.80% and 0.55% for Class A and I, respectively. This expense limitation agreement may only be terminated or modified prior to January 18, 2022 with the approval of the Fund’s Board of Trustees.

 

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.

 

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.

 

 


 

 

INTEGRITY SHORT TERM GOVERNMENT FUND

 

PORTFOLIO MARKET SECTORS May 31, 2020

 

Mortgage Backed Securities

96.1%

Cash Equivalents and Other

2.2%

U.S. Government Notes/Bonds

1.7%

 

100.0%

 

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

 

These percentages are based on net assets.

 

SCHEDULE OF INVESTMENTS May 31, 2020

 

   

Principal

 

Fair

   

Amount

 

Value

MORTGAGE BACKED SECURITIES (96.1%)

       

 

       

Fannie Mae Pool

       

890156, 5.000%, 05/01/23

$

3,400

$

3,581

995865, 4.500%, 07/01/24

 

56,715

 

60,272

AL9541, 3.500%, 12/01/26

 

151,479

 

159,853

47935, 4.852% (11th District Cost of Funds Index + 1.250%), 05/01/27 (a)

 

916

 

922

AL8046, 3.500%, 01/01/28

 

604,927

 

638,912

AL6206, 3.500%, 06/01/28

 

314,591

 

332,351

252284, 6.500%, 01/01/29

 

64,596

 

74,002

323591, 6.500%, 03/01/29

 

15,068

 

16,928

AL5259, 3.500%, 05/01/29

 

231,814

 

245,685

BM4202, 3.500%, 12/01/29

 

153,319

 

162,421

AL9858, 3.000%, 03/01/30

 

249,793

 

263,606

AS5093, 2.500%, 06/01/30

 

604,089

 

638,270

BM1231, 3.500%, 11/01/31

 

364,310

 

385,226

MA0949, 3.500%, 01/01/32

 

99,622

 

106,853

BM1244, 3.500%, 06/01/32

 

340,810

 

361,301

BM3428, 3.500%, 01/01/33

 

124,011

 

131,596

BJ0664, 3.000%, 03/01/33

 

180,911

 

192,282

555326, 5.500%, 04/01/33

 

138,533

 

160,715

555531, 5.500%, 06/01/33

 

122,253

 

141,230

555592, 5.500%, 07/01/33

 

33,410

 

38,819

748375, 3.790% (12 Month LIBOR USD + 1.119%), 08/01/33 (a)

 

1,464

 

1,473

FM2209, 3.500%, 01/01/35

 

173,497

 

184,227

888073, 5.500%, 02/01/35

 

23,702

 

27,367

AL7654, 3.000%, 09/01/35

 

261,509

 

276,534

745751, 5.500%, 09/01/35

 

31,124

 

36,343

MA3071, 4.000%, 07/01/37

 

220,229

 

237,994

FM1487, 4.000%, 09/01/39

 

77,995

 

83,544

MA4045, 2.000%, 06/01/40

 

400,000

 

410,584

MA4054, 2.500%, 06/01/40

 

400,000

 

415,315

MA3101, 4.5000%, 08/01/47

 

265,077

 

288,265

BK5090, 4.5000%, 05/01/48

 

187,176

 

202,467

     

 

6,278,938

Fannie Mae REMICS

       

2005-62, 4.750%, 07/25/35

 

2,324

 

2,356

 

   

 

 

Fannie Mae-Aces

       

2013-M13, 2.447%, 09/25/20 (b)

 

94,412

 

94,588

2011-M4, 3.726%, 06/25/21

 

184,672

 

188,116

2011-M8, 2.922%, 08/25/21

 

186,074

 

189,124

     

 

471,828

FHLMC-GNMA

       

G023, 0.620% (1 Month LIBOR USD + 0.450%), 11/25/23 (a)

$

49,697

$

49,664

 

   

 

 

Freddie Mac Gold Pool

       

G13272, 4.500%, 08/01/20

 

42

 

44

G11838, 6.000%, 08/01/20

 

53

 

53

G14904, 4.500%, 12/01/21

 

1,257

 

1,325

G13007, 5.000%, 03/01/23

 

19,957

 

21,023

G13390, 6.000%, 01/01/24

 

15,964

 

16,638

G14160, 6.000%, 01/01/24

 

746

 

754

G13610, 5.500%, 02/01/24

 

14,828

 

15,559

G13692, 5.500%, 02/01/24

 

7,895

 

8,234

J12635, 4.000%, 07/01/25

 

42,288

 

44,824

G30289, 7.000%, 09/01/25

 

47,906

 

49,951

J13273, 3.500%, 10/01/25

 

65,521

 

69,158

G14350, 4.000%, 12/01/26

 

68,118

 

72,387

G14441, 4.000%, 03/01/27

 

155,770

 

166,408

G16406, 3.000%, 01/01/28

 

168,976

 

178,278

G18524, 3.000%, 09/01/29

 

302,164

 

319,149

ZS8598, 3.000%, 02/01/31

 

350,296

 

370,161

G18601, 3.000%, 05/01/31

 

403,242

 

426,237

G18605, 3.000%, 06/01/31

 

268,682

 

284,019

G18612, 3.000%, 09/01/31

 

450,386

 

476,641

G18655, 3.000%, 08/01/32

 

473,178

 

498,930

ZS8670, 3.500%, 09/01/32

 

409,645

 

433,831

ZS8686, 3.000%, 02/01/33

 

293,886

 

310,200

G01584, 5.000%, 08/01/33

 

59,207

 

67,783

G04913, 5.000%, 03/01/38

 

55,005

 

63,160

H09207, 6.500%, 08/01/38

 

16,386

 

18,299

ZT1348, 3.500%, 10/01/38

 

269,320

 

284,354

RB5012, 3.500%, 10/01/39

 

87,742

 

93,017

     

 

4,290,417

Freddie Mac Multifamily Structured Pass Through Certificates

       

K714, 1.010%  10/25/20 (b)(c)

 

6,837,206

 

520

Q001, 1.701% 04/25/21

 

170,772

 

171,432

K023, 1.357%  08/25/22 (b)(c)

 

4,374,959

 

98,892

K720, 0.638%  08/25/22 (b)(c)

 

9,069,231

 

73,370

K030, 2.779%, 09/25/22

 

274,407

 

280,834

KI01, 0.490% (1 Month LIBOR USD + 0.160%),  09/25/22 (a)

 

47,487

 

47,394

K724, 0.380%  11/25/23 (b)(c)

 

4,937,537

 

39,871

Q009, 0.533%, 04/25/24

 

460,763

 

459,714

KJ27, 2.092% 07/25/24

 

115,014

 

118,597

KJ28, 1.766% 02/25/25

 

397,647

 

410,171

K057, 1.323%  07/25/26 (b)(c)

 

2,660,076

 

155,151

Q004, 2.954% 01/25/46 (b)

 

567,325

 

558,903

Q007, 2.980% 10/25/47 (b)

 

156,823

 

162,617

     

 

2,577,466

Freddie Mac REMICS

       

3033, 4.500%, 09/15/20

 

70

 

70

2649, 3.500%, 07/15/23

 

3,172

 

3,185

2824, 5.000%, 07/15/24

 

2,772

 

2,925

3784, 4.000%, 01/15/26

 

17,261

 

17,981

2344, 6.500%, 08/15/31

 

16,975

 

19,736

4818, 3.500%, 03/15/45

 

190,647

 

198,760

4824, 4.000%, 06/15/46

 

276,462

 

288,703

     

 

531,360

Freddie Mac Structured Pass Through Certificates

       

2017-SR01, 2.750%, 11/25/22

 

250,000

 

257,574

 

       

FRESB Mortgage Trust

       

2015-SB2, 2.086% (1 Month LIBOR USD + 0.700%), 07/25/35 (a)

 

184,700

 

184,972

2015-SB7, 2.370% (1 Month LIBOR USD + 0.700%), 09/25/35 (a)

 

497,940

 

499,120

2016-SB13, 2.060% (1 Month LIBOR USD + 0.700%), 01/25/36 (a)

 

324,169

 

325,470

2016-SB16, 2.130% (1 Month LIBOR USD + 0.700%), 05/25/36 (a)

$

343,059

$

343,780

2019-SB60, 3.070% (1 Month LIBOR USD + 0.700%), 01/25/39 (a)

 

480,785

 

513,816

2015-SB3, 1.030% (1 Month LIBOR USD + 0.700%), 08/25/42 (a)

 

3,963

 

3,960

     

 

1,871,118

Ginnie Mae I Pool

       

782618, 4.500%, 04/15/24

 

149,426

 

156,817

741854, 4.000%, 05/15/25

 

82,363

 

87,082

MA5468, 5.000%, 09/20/48

 

240,520

 

262,523

     

 

506,422

Government National Mortgage Association

       

2013-101, 0.514% 05/16/35

 

168,863

 

168,102

2013-116, 3.000%, 09/20/41

 

472,441

 

482,224

2013-55, 1.579% 12/16/42

 

312,699

 

313,372

2015-97, 2.400% 04/16/43

 

483,524

 

490,917

2013-107, 0.403%, 11/16/47 (b)(c)

 

3,760,855

 

51,347

2013-15, 0.614%, 08/16/51 (b)(c)

 

4,939,428

 

129,230

2013-7, 0.327%, 05/16/53 (b)(c)

 

6,255,986

 

116,449

2013-1, 0.618%, 02/16/54 (b)(c)

 

4,187,886

 

123,145

2013-17, 0.715%, 06/16/54 (b)(c)

 

5,678,300

 

140,935

2013-40, 0.738%, 06/16/54 (b)(c)

 

4,029,716

 

129,954

2013-105, 0.418%, 06/16/54 (b)(c)

 

3,327,845

 

42,996

2013-101, 0.499%, 10/16/54 (b)(c)

 

4,601,303

 

95,196

2013-156, 0.654%, 06/16/55 (b)(c)

 

4,765,438

 

122,524

2014-155, 1.105%, 08/16/55 (b)(c)

 

1,305,120

 

64,410

2014-54, 0.416%, 09/16/55 (b)(c)

 

5,013,534

 

121,413

2014-1, 0.325%, 09/16/55 (b)(c)

 

6,091,854

 

115,757

2014-73, 0.568%, 04/16/56 (b)(c)

 

4,724,282

 

125,071

2014-120, 0.680%, 04/16/56 (b)(c)

 

2,153,818

 

66,844

2014-138, 0.721%, 4/16/56 (b)(c)

 

1,723,904

 

73,721

2015-130, 0.844%, 07/16/57 (b)(c)

 

2,679,009

 

106,587

2018-170, 0.717%, 11/16/60  (b)(c)

 

1,256,656

 

94,930

2020-H04, 1.806%, 02/20/70  (b)(c)

 

1,081,978

 

100,252

     

 

3,275,376

Seasoned Credit Risk Transfer Trust Series

       

2018-3, 3.500%, 08/25/57

 

117,620

 

125,533

 

       

TOTAL MORTGAGE BACKED SECURITIES
(Cost: $22,477,687)

   

$

20,238,052

 

       

U.S. GOVERNMENT NOTES/BONDS (1.7%)

       

United States Treasury Inflation Indexed Bonds

       

0.625%, 04/15/23

 

342,943

 

351,496

TOTAL U.S. GOVERNMENT NOTES/BONDS (Cost $345,456)

   

$

351,496

 

       

SHORT-TERM INVESTMENTS (6.6%)

       

Morgan Stanley Institutional Liquidity Fund, 0.090% (d)

 

1,393,469

 

1,393,469

TOTAL SHORT-TERM INVESTMENTS (Cost $1,393,469)

   

$

1,393,469

 

       

TOTAL INVESTMENTS (Cost $24,216,612) (104.4%)

   

$

21,983,017

 

       

LIABILITIES IN EXCESS OF OTHER ASSETS (-4.4%)

   

$

(930,526)

 

       

NET ASSETS (100.0%)

   

$

21,052,491

 

(a) Variable rate security; the rate shown represents the rate at May 31, 2020. The coupon may be fixed for a period of time

(b) Variable rate security; the rate shown represents the rate at May 31, 2020. The coupon is based on an underlying pool of loans.

(c) Represents an interest-only security that entitles holders to receive only interest payments on underlying mortgages.

(d) Seven day yield as of May 31, 2020.


 

 

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

 

 


 

 

FINANCIAL STATEMENTS

 

Statement of Assets and Liabilities | May 31, 2020

 

   

Short Term

   

Government

   

Fund

ASSETS

     

Investments in securities, at cost

 

$

24,216,612

 

   

 

Investments in securities, at value

 

$

21,983,017

Receivable for Fund shares sold

   

140,000

Accrued interest receivable

   

92,704

Receivable from affiliate

   

9,110

Prepaid expenses

   

20,169

Total assets

 

$

22,245,000

 

   

 

LIABILITIES

   

 

Payable for securities purchased

 

$

995,369

Payable for Fund shares redeemed

   

1,603

Trustees’ fees payable

   

643

Payable to affiliates

   

13,106

Accrued expenses

 

 

19,629

Disbursements in excess of demand deposit cash

 

 

162,159

Total liabilities

 

$

1,192,509

 

   

 

NET ASSETS

 

$

21,052,491

 

   

 

NET ASSETS ARE REPRESENTED BY:

   

 

Capital stock outstanding, $.001 par value, unlimited shares authorized

 

$

28,072,176

Distributable earnings (accumulated losses)

   

(7,019,685)

 

   

 

NET ASSETS

 

$

21,052,491

 

   

 

Net Assets - Class A

 

$

14,532

Net Assets - Class I

 

$

21,037,959

Shares outstanding - Class A

   

1,577

Shares outstanding - Class I

   

2,283,506

Net asset value per share - Class A*

   

$9.21

Maximum sales charge - Class A

   

2.00%

Public offering price per share - Class A

   

$9.40

Net asset value per share - Class I

   

$9.21

 

* 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

 

Statement of Operations | For the year ended May 31, 2020

 

   

Short Term

   

Government

   

Fund

INVESTMENT INCOME

     

Interest Income

 

$

766,088

Total investment income

 

$

766,088

 

   

 

EXPENSES

   

 

Investment advisory fees

 

$

52,151

Distribution (12b-1) fees - Class A

   

11

Transfer agent fees

   

18,006

Administrative service fees

   

62,223

Professional fees

   

4,031

Chief Compliance Officer fees

 

 

7,503

Reports to shareholders

   

3,428

License, fees, and registrations

   

14,750

Audit fees

   

18,880

Trustees’ fees

   

2,837

Transfer agent out-of-pockets

   

6,427

Custodian fees

   

6,260

Legal fees

   

9,382

Insurance expense

 

 

1,369

Tax expense

   

2,067

Total expenses

 

$

209,325

Less expenses waived or reimbursed (See Note 7)

 

 

(113,704)

Total net expenses

 

$

95,621

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

$

670,467

 

   

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

   

 

Net realized gain (loss) from investment transactions

 

$

9,066

Net change in unrealized appreciation (depreciation) of investments

   

(116,565)

Net realized and unrealized gain (loss) on investments

 

$

(107,499)

 

   

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

 

$

562,968

 

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

 

 


 

 

FINANCIAL STATEMENTS

 

Statements of Changes in Net Assets

 

   

Short Term

 

 

Government

 

 

Fund

 

 

Year Ended

 

Year Ended

   

May 31, 2020

 

May 31, 2019

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

           

Net investment income (loss)

 

$

670,467

 

$

606,470

Net realized gain (loss) from investment transactions

   

9,066

   

5,547

Net change in unrealized appreciation (depreciation) of investments

   

(116,565)

   

(123,497)

Net increase (decrease) in net assets resulting from operations

 

$

562,968

 

$

488,520

 

   

 

   

 

DISTRIBUTIONS TO SHAREHOLDERS

   

 

   

 

Distributions - Class A*

 

$

(217)

 

$

0

Distributions - Class I

   

(718,637)

   

(646,655)

Total distributions

 

$

(718,854)

 

$

(646,655)

 

   

 

   

 

CAPITAL SHARE TRANSACTIONS

   

 

   

 

Proceeds from sale of shares - Class A*

 

$

14,520

 

$

0

Proceeds from sale of shares - Class I

   

8,448,253

   

403,802

Proceeds from reinvested dividends - Class A*

   

42

   

0

Proceeds from reinvested dividends - Class I

   

657,568

   

581,346

Cost of shares redeemed - Class A*

   

0

   

0

Cost of shares redeemed - Class I

   

(5,329,648)

   

(6,838,074)

Net increase (decrease) in net assets resulting from capital share transactions

 

$

3,790,735

 

$

(5,852,926)

 

   

 

   

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

 

$

3,634,849

 

$

(6,011,061)

NET ASSETS, BEGINNING OF YEAR

   

17,417,642

   

23,428,703

NET ASSETS, END OF YEAR

 

$

21,052,491

 

$

17,417,642

 

*Class A operations commenced on January 21, 2020.

 

 


 

 

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 six series.

 

Integrity Short Term Government Fund (the “S-T Gov Fund” or the “Fund”), a diversified fund, seeks to achieve a high and stable rate of total return, when and as opportunities are available in the context of preserving capital in adverse markets.

 

On July 11, 2019, the Trust for Professional Managers Board of Trustees approved the reorganization of M.D. Sass Short Term Government Agency Fund (the “Predecessor Fund”) into the Integrity Short Term Government Fund (the “Successor Fund”). The reorganization was also approved by the Fund’s shareholders at a special meeting held on November 15, 2019. Effective at the close of business on January 17, 2020, the Successor Fund acquired all of the assets and liabilities of the corresponding Predecessor Fund in a tax-free exchange for shares of beneficial interest of the Successor Fund. As a result of the reorganization, the Successor Fund is the accounting successor of the Predecessor Fund. The reorganization was accomplished by a tax-free exchange of shares of the Predecessor Fund's shares, value at the Predecessor Fund's net assets for the exact same shares and value of the Successor Fund's shares. For financial reporting purposes, assets received and shares issued by the Successor Fund was recorded at fair value; however, the cost basis of the investments received from the Predecessor Fund was carried forward to align ongoing reporting of the Successor Fund realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Immediately prior to the reorganization, the Shares outstanding, net assets, Accumulated undistributed net realized gain (loss) on investments, Accumulated undistributed net investment income (loss) and Unrealized appreciation (depreciation) on investments were as followed:

 

 

 

 

Accumulated

 

Accumulated net

 

Unrealized

 

 

Shares

 

undistributed net

 

realized (loss) on

 

appreciation on

Net Assets

 

Outstanding

 

investment income/(loss)

 

investments

 

investments

$15,485,203

 

1,671,762

 

$46,989

 

($4,757,194)

 

($2,233,164)

 

The Fund in the offers Class A and I shares. The Class A shares are sold with an initial sales charge of 2.00%, respectively, and a distribution fee of up to 0.25% on an annual basis. Class A shares commenced operations on January, 21, 2020. Class I shares are sold without a sales charge or distribution fee. The two classes of shares represent interest in each Fund’s 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 has exclusive voting rights with respect to any matter on which a separate vote of any class is required.

 

The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services – Investment Companies.

 

NOTE 2: Summary of Significant Accounting Policies

Investment security valuation—The Fund records investments at fair value. 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. The Fund’s administrative services agent, 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 Fund’s 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.

 

Contingent deferred sales charge—Class A shares of $200,000 or more may be subject to a 0.40% contingent deferred sales charge (“CDSC”) if redeemed within 24 months of purchase (excluding shares purchased with reinvested dividends and/or distributions).

 

Federal and state income taxes—The Fund is a separate taxpayer for federal income tax purposes. The Fund’s policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute 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 May 31, 2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the year ended May 31, 2020, the Fund did not incur any interest or penalties.


 

 

For all open tax years and all major taxing jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years, which include the current and prior three tax years, are open for examination by taxing authorities. Furthermore, management of the Fund 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 using the effective yield method over the lives of the respective securities.

 

Cash and cash equivalents—The Fund considers investments in an FDIC insured interest bearing savings account to be cash. The Fund maintains balances, which, at times, may exceed federally insured limits. The Fund maintains these balances with a high quality financial institution.

 

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 specific identification basis. Gains and losses on principal payments of mortgage-backed securities (paydown gains and losses) are included as an adjustment to interest income in the Statement of Operations. Interest income and estimated expenses are accrued daily. The Fund will declare and pay dividends from net investment income monthly. Dividends are reinvested in additional shares of the Fund at net asset value or paid in cash. Capital gains, when available, are distributed at least annually. 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 (“GAAP”). 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. The Fund does not have any permanent differences in the current year.

 

Use of estimates—The financial statements have been prepared in accordance with GAAP, which 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 to each series of the Trust based on relative net assets of each series or the nature of the services performed and the relative applicability to each series.

 

Multiple class allocations—The Fund uses the relative net assets method to allocate income, fund-wide expenses, 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.

 

NOTE 3: Fair Value Measurements

Various inputs are used in determining the value of the Fund’s 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 Fund’s own assumptions in determining the fair value of investments). The following is a summary of the inputs used to value the Fund’s investments as of May 31, 2020:

 

Fixed Income:

 

Level 1

 

Level 2

 

Level 3

 

Total

Mortgage Backed Securities

 

$

0

 

$

20,238,052

 

$

0

 

$

20,238,052

U.S. Government Notes/Bonds

 

 

0

 

 

351,496

 

 

0

 

 

351,496

Total Fixed Income

 

$

0

 

$

20,589,548

 

$

0

 

$

20,589,548

Short-Term Investments

 

$

1,393,469

 

$

0

 

$

0

 

$

1,393,469

Total

 

$

1,393,469

 

$

20,589,548

 

$

0

 

$

21,983,017

 

The Fund measures Level 3 activity as of the end of the period. For the year ended May 31, 2020, the Fund did not have any significant unobservable inputs (Level 3 securities) used in determining fair value. Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.

 

NOTE 4: Investment Transactions

Purchases and sales of investment securities (excluding short-term securities) for the year ended May 31, 2020, were as follows:


 

 

Purchases

   

$ 15,133,842

Sales

   

$ 10,799,731

 

NOTE 5: Capital Share Transactions

Transactions in capital shares were as follows:

 

Class A

 

Year Ended 5/31/20

 

Year Ended 5/31/19

Shares sold

 

1,573

 

0

Shares issued from reinvestments

 

4

 

0

Shares redeemed

 

0

 

0

Net increase (decrease)

 

1,577

 

0

 

   

 

 

Class I

   

 

 

Shares sold

 

913,879

 

43,403

Shares issued from reinvestments

 

71,068

 

62,710

Shares redeemed

 

(574,340)

 

(736,789)

Net increase (decrease)

 

410,607

 

(630,676)

 

NOTE 6: Income Tax Information

At May 31, 2020, the unrealized appreciation (depreciation) based on the cost of investments for federal income tax purposes was as follows:

Investments at cost

 

$

24,216,612

Unrealized appreciation

 

$

594,761

Unrealized depreciation

   

(2,828,356)

Net unrealized appreciation

 

$

(2,233,595)

 

The tax character of distributions paid was as follows:

   

Year ended 5/31/20

 

Year ended 5/31/19

Ordinary income

   

$718,854

 

$646,655

Long-term gains

   

0

 

0

 

As of May 31, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income

 

$     

250

Undistributed long-term gains

   

0

Capital loss carryforward

   

(4,786,340)

Unrealized appreciation/(depreciation)

   

(2,233,595)

Total accumulated earnings/(deficit)

 

$

(7,019,685)

 

The Fund’s capital loss carryforward amounts as of May 31, 2020 are as follows:

Non-expiring S-T losses

 

$

3,948,537

Non-expiring L-T losses

   

837,803

Total

 

$

4,786,340

 

NOTE 7: Investment Advisory Fees and Other Transactions with Affiliates

Viking Fund Management (“VFM”), the Fund’s investment adviser; Integrity Funds Distributor, LLC (“Integrity Funds Distributor” or “IFD”), the Fund’s underwriter and distributor; and Integrity Fund Services, the Fund’s transfer, accounting, and administrative services agent; are subsidiaries of Corridor Investors, LLC (“Corridor Investors” or “Corridor”), the Fund’s sponsor.  M.D. Sass Investor Services, Inc. is the sub-adviser. A Trustee of the Fund is also a Governor of Corridor.

 

Effective January 18, 2020, VFM began providing investment advisory and management services to the Fund. The Investment Advisory Agreement (the “Advisory Agreement”) provides for fees to be computed at an annual rate of 0.30% of the Fund’s average daily net assets. VFM has also contractually agreed to waive its management fee and to reimburse expenses, other than extraordinary or non-recurring expenses, taxes, brokerage fees, commissions and acquired fund fees and expenses, so that the net annual operating expenses do not exceed 0.80% and 0.55% for Class A and I, respectively. After January 18, 2022, the expense limitations may be terminated or revised. Amounts incurred during the period from January 18, 2020 to May 31, 2020 are reflected as Investment advisory fees and expenses waived or reimbursed on the Statement of Operations and the table below.

 

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. An expense limitation lowers expense ratios and increases returns to investors. Certain Officers of the Fund are also Officers and Governors of VFM.


 

 

Year Ended 5/31/20

 

Payable 5/31/20

Advisory

 

Waived

 

Reimb.

 

Advisory

 

Waived

 

Reimb.

$

19,979

 

$

19,979

 

$

11,568

 

$

5,235

 

$

5,235

 

$

3,876

                                 

 

VFM is entitled to recoup such amounts waived or reimbursed for a period of up to three years from the date on which VFM waived fees or reimbursed expenses for the Fund. The Fund will make repayments to the VFM only if such repayment does not cause the annual Fund operating expenses (after the repayment is taken into account) to exceed both (1) the expense limitation in place when such amounts were waived and (2) the Fund’s current expense limitation. Amounts waived or reimbursed by the VFM prior to January 18, 2020 are not eligible for repayment. $31,547 is subject to potential recovery by VFM but will expire during the fiscal year ending May 31, 2023.

 

Prior to January 18, 2020, M.D. Sass Investors Services, Inc. and M.D. Sass, LLC (“M.D. Sass”) provided investment management services to the Fund. Pursuant to the terms Advisory Agreement, the Fund compensated M.D. Sass for their management services at the annual rate of 0.30% of the Fund’s average daily net assets. M.D. Sass contractually agreed to waive their management fee and/or reimburse the Fund’s other expenses at least through September 28, 2020 (which terminated on January 18, 2020) to the extent necessary to ensure that the Fund’s operating expenses (excluding any front end or contingent deferred load, Rule 12b-1 plan fees, shareholder servicing plan fees, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expense on short positions, acquired fund fees and expenses or extraordinary expenses) do not exceed the expense limitation cap of 0.55% of average daily net assets for Class I shares. Amounts incurred during the period June 1, 2019 through January 17, 2020 are reflected as Investment advisory fees and expenses waived or reimbursed on the Statement of Operations and the table below.

 

Year Ended 5/31/20

 

Advisory

 

Waived

 

Reimb.

 

$

32,172

 

$

32,172

 

$

49,985

 
                 

 

As a result of the January 17, 2020 reorganization, amounts waived by or reimbursed by M.D. Sass prior to January 18, 2020 are not eligible for repayment.

 

Effective January 18, 2020, IFD began serving as the principal underwriter and distributor for the Fund and receives sales charges deducted from Fund share sales proceeds and CDSC from applicable Fund share redemptions. Also, the Fund has adopted a distribution plan for each class of shares as allowed by Rule 12b-1 of the 1940 Act. Distribution plans permit the Fund to reimburse its principal underwriter for costs related to selling shares of the Fund and for various other services. These costs, which consist primarily of commissions and service fees to broker-dealers who sell shares of the Fund, are paid by shareholders through expenses called “Distribution Plan expenses.” The Fund currently pays an annual distribution fee and/or service fee of up to 0.25% for Class A of the average daily net assets. Class I shares do not have a 12b-1 plan in place. Certain Officers of the Fund are also Officers and Governors of IFD.

 

 

Year Ended 5/31/20

 

Payable 5/31/20

 

 

Sales Charges

 

CDSC

 

Distribution Fees

 

Distribution Fees

Class A

 

$

79

 

$

0

 

$

11

 

$

3

                         

 

Prior to January 18, 2020, Quasar Distributors, LLC was the distributor and principal underwriter of the Fund. Quasar Distributors, LLC is an affiliate of U.S. Bancorp Fund Services, LLC (“U.S. Bancorp”) and U.S. Bank, N.A.

 

Effective January 18, 2020, IFS began serving as the transfer agent at a monthly variable fee equal to 0.12% 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 and an additional fee of $500 per month for each additional share class plus reimbursement of out-of-pocket expenses and sub-transfer agent out-of-pocket expenses. Sub-transfer agent out-of-pocket expenses are included in the transfer agent fees below and in the transfer agent out-of-pocket balance on the Statement of Operations. Amounts incurred during the period from January 18, 2020 to May 31, 2020 are reflected as Transfer agent fees and Transfer agent out-of-pockets

on the Statement of Operations. Fees incurred for the year ended May 31, 2019, and owed as of May 31, 2019 are $10,700 and 2,375, respectively.

 

Prior to January 18, 2020, U.S. Bancorp served as the transfer agent. Amounts incurred during the period June 1, 2019 through January 17, 2020 are Transfer agent fees and Transfer agent out-of-pockets on the Statement of Operations. Fees incurred for the year ended May 31, 2020 are $13,733.

 

Effective January 18, 2020, IFS began serving as the 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 and at a lower rate in excess of $200 million of the Fund’s average daily net assets on an annual basis and an additional fee of $1,000 per month for each additional share class plus reimbursement of out-of-pocket expenses. Amounts incurred during the period from January 18, 2020 to May 31, 2020 are included in Administrative service fees on the Statement of Operations. Fees incurred for the year ended May 31, 2020, and owed as of May 31, 2020 are $22,577 and 5,493, respectively. Certain Officers of the Fund are also Officers and Governors of IFS.


 

 

Prior to January 18, 2020, U.S. Bancorp served the administrative services agent. Amounts incurred during the period June 1, 2019 through January 17, 2020 are reflected as Administrative service fees on the Statement of Operations. Fees incurred for the year ended May 31, 2020 are $39,646.

 

Prior to January 18, 2020, U.S. Bank, N.A. and affiliate of U.S. Bancorp, served as the Fund’s custodian. Amounts incurred during the period June 1, 2019 through January 17, 2020 are included in Custodian fees on the Statement of Operations. Fees incurred for the year ended May 31, 2020 are $5,468.

 

Prior to January 18, 2020, certain officers of the Fund were also employees of U.S. Bancorp. A trustee was affiliated with U.S. Bank, N.A. and U.S. Bancorp. The same board member was an interested person of Quasar Distributors, LLC.

 

NOTE 8: Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards ("ASU") Update No. 2017-08 Premium Amortization on Purchased Callable Debt Securities ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is required to be adopted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption by Management of ASU 2017-08 did not materially impact the Fund’s financial statements.

 

NOTE 9: Line of Credit

Prior to January 18, 2020, the S-T Gov Fund had a line of credit with a maximum amount of borrowing for the lessor of $2,500,000, 20% of the gross market value of the Fund, or 33.33% of the market value of unencumbered assets of the Fund which matures August 8, 2020. This unsecured line of credit was intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility was with the Fund’s former custodian, U.S. Bank, N.A.  Prior to January 18, 2020, the interest rate under the lines of credit was 5.50% from June 1, 2019 through July 31, 2019, 5.25% from August 1, 2019 through September 18, 2019, 5.00% from September 19, 2019 through October 30, 2019, and 4.75% from October 31, 2019 through January 17, 2020. The Fund terminated the line of credit with U.S. Bank, N.A. on January 18, 2020, and did not borrow on the line of credit during the year ended May 31, 2020.

 

NOTE 10: Beneficial Ownership

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. At May 31, 2020, the following shareholder held over 25% of a Fund’s shares outstanding:

 

                Marc Brownstein 26.12%

 

NOTE 11: Subsequent Events

On June 26, 2020, the S-T Gov Fund declared and paid a distribution from ordinary income of $21 and $58,750 to the shareholders of record on June 25, 2020 of Class A and Class I, respectively.

 

On July 29, 2020, the S-T Gov Fund declared and paid a distribution from ordinary income of $23 and $63,121 to the shareholders of record on July 28, 2020 of Class A and Class I, respectively.

 

The Board of Trustees approved a change in fiscal year end from May 31 to July 31.  The change in fiscal year is effective June 1, 2020.

 

 


 

 

INTEGRITY SHORT TERM GOVERNMENT FUND CLASS A

 

FINANCIAL HIGHLIGHTS

 

Selected per share data and ratios for the period indicated

 

   

Period

   

From

   

1/21/20* to

   

5/31/20

NET ASSET VALUE, BEGINNING OF PERIOD

 

$

9.26

 

     

Income (loss) from investment operations:

     

Net investment income (loss)

 

$

0.09

Net realized and unrealized gain (loss) on investments (1)

   

0.02

Total from investment operations

 

$

0.11

 

     

Less Distributions:

     

Dividends from net investment income

 

$

(0.16)

Distributions from net realized gains

   

(0.00)

Total distributions

 

$

(0.16)

 

     

NET ASSET VALUE, END OF PERIOD

 

$

9.21

 

     

Total Return (excludes any applicable sales charge) #

 

1.22%

 

     

RATIOS/SUPPLEMENTAL DATA

     

Net assets, end of period (in thousands)

 

$15

Ratio of expenses to average net assets after waivers ^ (2)

 

0.80%

Ratio of expenses to average net assets before waivers ^

 

1.28%

Ratio of net investment income to average net assets ^ (2)

 

2.68%

Portfolio turnover rate #

 

65.85%

 

(1)

Net realized and unrealized gain/(loss) per share 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.

(2)

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

^

Annualized for periods less than one year.

#

Not annualized for periods less than one year.

*

Commencement of operations.

 

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 SHORT TERM GOVERNMENT FUND CLASS I

 

FINANCIAL HIGHLIGHTS

 

Selected per share data and ratios for the years indicated

 

                     
   

Year

 

Year

 

Year

 

Year

 

Year

   

Ended

 

Ended

 

Ended

 

Ended

 

Ended

   

5/31/20

 

5/31/19

 

5/31/18

 

5/31/17

 

5/31/16

NET ASSET VALUE, BEGINNING OF PERIOD

 

$

9.30

 

$

9.36

 

$

9.51

 

$

9.75

 

$

9.91

 

                             

Income (loss) from investment operations:

                             

Net investment income (loss)

 

$

0.36

 

$

0.29

 

$

0.26

 

$

0.25

 

$

0.15

Net realized and unrealized gain (loss) on investments (1)

   

(0.05)

   

(0.05)

   

(0.11)

   

(0.19)

   

(0.11)

Total from investment operations

 

$

(0.31)

 

$

(0.24)

 

$

0.15

 

$

0.06

 

$

0.04

 

                             

Less Distributions:

                             

Dividends from net investment income

 

$

(0.40)

 

$

(0.30)

 

$

(0.30)

 

$

(0.30)

 

$

(0.20)

Total distributions

 

$

(0.40)

 

$

(0.30)

 

$

(0.30)

 

$

(0.30)

 

$

(0.20)

 

                             

NET ASSET VALUE, END OF PERIOD

 

$

9.21

 

$

9.30

 

$

9.36

 

$

9.51

 

$

9.75

 

                             

Total Return (excludes any applicable sales charge)

 

3.25%

 

2.66%

 

1.60%

 

0.64%

 

0.35%

 

                             

RATIOS/SUPPLEMENTAL DATA

                             

Net assets, end of period (in thousands)

 

$21,038

 

$17,418

 

$23,429

 

$36,394

 

$97,164

Ratio of expenses to average net assets after waivers (2)

 

0.55%

 

0.55%

 

0.55%

 

0.55%

 

0.58%

Ratio of expenses to average net assets before waivers

 

1.21%

 

1.24%

 

0.90%

 

0.64%

 

0.59%

Ratio of net investment income to average net assets (2)

 

3.88%

 

3.11%

 

2.71%

 

2.59%

 

1.51%

Portfolio turnover rate

 

65.85%

 

15.24%

 

98.95%

 

164.31%

 

182.08%

 

(1)

Net realized and unrealized gain/(loss) per share 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.

(2)

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

 

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

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Integrity Short Term Government Fund (the “Fund”), a series of The Integrity Funds, as of May 31, 2020, and the related statement 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, including the related notes, and the financial highlights for each of the five years in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of May 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our procedures included confirmation of securities owned as of May 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the auditor of one or more investment companies advised by Viking Fund Management since 2009.


COHEN & COMPANY, LTD.

Chicago, Illinois

July 30, 2020

 

 


 

 

EXPENSE EXAMPLE (unaudited)

 

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

 

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.

 

The section in the table under the heading “Hypothetical (5% return before expenses)” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s 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 Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

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

 

   

Beginning

Ending

Expenses

 

 

   

Account

Account

Paid

Annualized

 

   

Value

Value

During

Expense

 

 

 

11/30/19

5/31/20

Period*

Ratio

 

Integrity Short Term Government Fund

Actual - Class I

$1,000.00

$1,016.10

$2.77

0.55%

 

Hypothetical - Class I

$1,000.00

$1,022.25

$2.78

0.55%

 

*Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied 183 days in the one-half year period, and divided by 366 days in the fiscal year (to reflect the one-half year period).

 
 
 

 

 


 

 

BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT (unaudited)

 

Transaction with M.D. Sass

 

Viking Fund Management, LLC (“VFM”), located at 1 Main Street North, Minot, North Dakota 58703, is a North Dakota limited liability company. On July 11, 2019, VFM entered into a Facilitation Agreement with M.D. Sass Investors Services, Inc. and M.D. Sass LLC (collectively, “M.D. Sass”) to complete certain transactions (collectively, the “Transaction”), which are described below.  The Transaction was completed on January 17, 2020.

 

The Transaction was comprised of the reorganization of two funds managed by M.D. Sass into series of The Integrity Funds (the “Trust”). M.D. Sass Short Term U.S. Government Agency Income Fund (the “Predecessor Fund”) was reorganized into Integrity Short Term Government Fund, a newly formed series of the Trust and M.D. Sass Equity Income Plus Fund was reorganized into Integrity Dividend Harvest Fund, an existing series of the Trust.  Shareholders of each M.D. Sass Fund approved the Agreement and Plan of Reorganization for their Fund at a meeting held on November 15, 2019.  With the completion of the Transaction, Corridor Investors, LLC (“Corridor”), through its subsidiaries, now provides investment advisory, distribution and other services to Integrity Short Term Government Fund (the “Government Fund”).

 

Board Approval of Investment Advisory Agreement and Sub-Advisory Agreement

 

At a meeting held on August 2, 2019, the Board of Trustees (the “Board” or the “Trustees”) of the Integrity Funds (the “Trust”), including a majority of the trustees who are not parties to the investment advisory or sub-advisory agreement or “interested persons” of any such party (the “Independent Trustees”), approved the Investment Advisory Agreement (the “Advisory Agreement”), between the Trust, on behalf of the Government Fund, and Viking Fund Management, LLC (“Viking” or the “Adviser”) and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”), between the Adviser and M.D. Sass Investors Services, Inc. (the “Sub-Adviser”), with respect to the Fund. The Board considered information received and discussions held at the August 2019 Board meeting and also meetings held prior in 2019.

 

In determining whether it was appropriate to approve the Advisory Agreement with respect to the Government Fund, the Trustees requested and reviewed information, provided by the Adviser, that they believed to be reasonably necessary to reach their conclusion.  In connection with the approval of the Advisory Agreement for the Government Fund, the Board reviewed factors set out in judicial decisions and Securities and Exchange Commission disclosure rules relating to the renewal of advisory contracts, which include, but are not limited to, the following:

 

(a) the nature, extent 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 Preceded 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 whether fee levels reflect these economies of scale for the benefit of fund shareholders;

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

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

(h) information with respect to all benefits to the Adviser associated with its relationship with the Fund, including an analysis of so-called “fallout” benefits or indirect profits to the Adviser from its relationship to the Fund.

 

In evaluating the Adviser’s proposed services and fees, among other information, the Trustees reviewed (1) the nature, extent and quality of the services to be provided to the Fund, including information regarding the personnel involved in the investment oversight process; (2) the advisory fees to be charged and estimated total expense ratio of the New Fund compared to a peer group of funds; (3) fee waivers or expenses to be reimbursed by the investment adviser and/or sub-adviser; and (4) potential benefits to be received by Adviser or its affiliates from its relationship with the Fund.  The Trustees also considered, among other things, that the Fund would be subadvised by the Sub-Adviser, which has managed the Predecessor Fund since inception, and the Predecessor Fund’s past performance.  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, skills and capabilities of the Adviser and the representations from the Adviser that the Funds’ portfolio managers will continue to manage each Fund in substantially the same way as it had been managed.

 

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

 

Nature, extent and quality of services.  The Board considered that the Adviser currently provides services to 11 funds with investment strategies ranging from non-diversified sector funds to broad-based equity funds to municipal funds.  The Board also considered that the Adviser has a strong culture of compliance and provides quality services.  The Board noted that the experience and expertise of the Adviser are attributable to the long-term focus on managing investment companies and have the potential to enhance the Funds’ future performance.  Based on the information provided, the Board determined that the overall nature, extent and quality of the services to be provided by the Adviser are expected to be adequate and appropriate.


 

 

Investment performance.  With respect to the costs of services to be provided and profits to be realized by the Adviser, the Board considered the resources involved in managing the Fund in light of the Adviser’s business model as well as fee waivers or expenses to be reimbursed under an Expense Limitation Agreement with the Adviser.  Because the New Fund has not yet commenced operations, profitability information was not available. However, based upon projected asset size and the impact of fee waivers or expenses to be reimbursed by the Adviser, the Board concluded that profitability was not expected to be unreasonable.

 

Economies of scale.  The Board considered the extent to which economies of scale would be realized as the Government Fund grows.  The Board considered the potential asset size of the Government Fund, as well as the Expense Limitation Agreement, and concluded that at this time the potential for economies of scale are limited.

 

Fees.  The Board considered the Government Fund’s proposed management fee rate and total net expense ratio after contractual expense reimbursements and fee waivers.  As a part of this analysis, the Board compared the proposed advisory fees and total net expenses to those of a relevant peer group for the Government Fund.  The Board concluded that the proposed advisory fees were reasonable and appropriate in light of the nature, quality and extent of services to be provided by the Adviser.

 

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 Fund.  The Board noted that the Adviser and its affiliates do not realize material direct benefits from their relationship to the Funds except for fees earned for services provided. The Board considered that the Adviser uses an internal model to provide services to the Funds and that the Adviser or its affiliates provide most services to the Funds including distribution and transfer agency services.

 

In voting unanimously to renew the Advisory Agreement, the Board did not identify any single factor as being of paramount importance.  The Board noted that its discussion in this regard was premised on numerous factors including the nature, extent and quality of the services provided by Viking, Viking’s resources, the strategic plan involving the Funds, and the potential for increased distribution and growth of the Funds.  The Board unanimously determined that, after considering all relevant factors, the renewal of the Advisory Agreement is in the best interests of each of the Funds and that the advisory fees are reasonable in light of the nature, extent and quality of services provided by the Adviser.

 

Sub-Advisory Agreement with M.D. Sass

 

In determining whether it was appropriate to approve the Sub-Advisory Agreement between the Adviser and M.D. Sass with respect to the Fund, the Trustees requested and reviewed information, provided by M.D. Sass, that they believed to be reasonably necessary to reach their conclusion.  The following paragraphs summarize the material information and factors considered by the Trustees, including the Independent Trustees, as well as their conclusions relative to such factors in considering the approval of the Sub-Advisory Agreement: The Board considered information received and discussions held with personnel of M.D. Sass at the August 2019 Board meeting and also meetings held prior in 2019.

 

Nature, extent and quality of services. In reviewing the Sub-Advisory Agreement, the Board considered the nature, extent and quality of services to be provided by M.D. Sass.  In this regard, the Board considered that, under the Sub-Advisory Agreement, M.D. Sass is responsible for investment decision-making, brokerage and execution, risk management and compliance, while the Adviser is responsible for regulatory filings, proxy voting, marketing and distribution, and risk management and compliance oversight.  The Board considered information regarding the history and organizational structure of M.D. Sass, investment experience of M.D. Sass and qualifications, background and responsibilities of its portfolio managers and certain other relevant personnel, the historical performance of the Predecessor Fund and the investment process of the Sub-Adviser.  The Board considered M.D. Sass’s significant expertise in managing government bond portfolios and investment style.  The Board also considered the reputation and resources of M.D. Sass.  In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of services to be provided to the Fund by M.D. Sass were expected to be satisfactory.

 

Profitability.  The Board considered that the revenues from its relationship with the Fund constituted a relatively small portion of its overall revenues in light of the relatively small size of the Fund.  Accordingly, the Board determined that the profitability to M.D. Sass was not a material factor in its consideration and it evaluated profitability at the overall Fund level.

 

Economies of scale.  The Board considered the extent to which economies of scale would be realized as the New Fund grows.  The Board considered the potential asset size of the New Fund, as well as the Expense Reimbursement Agreement, and concluded that at this time the potential for economies of scale are limited.

 

Information with respect to all benefits to the Sub-Adviser associated with the Fund, including an analysis of so-called “fallout” benefits or indirect profits to the Sub-Adviser from its relationship to the Fund.  The Board noted that the Sub-Adviser does not realize material direct benefits from its relationship to the Fund except for fees earned for services provided as sub-adviser. The Board also considered that the Sub-Adviser does not participate in soft dollar arrangements from securities trading in the Fund or receive other indirect benefits from its relationship with the Fund.  The Board considered the foregoing in reaching its conclusion that the sub-advisory fees are reasonable.


 

 

In voting unanimously to approve 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, extent and quality of the services provided by M.D. Sass, M.D. Sass’s resources, the strategic plan involving the Fund, and the potential for increased distribution and growth of the Fund.  The Trustees unanimously determined that, after considering all relevant factors, the renewal of the Sub-Advisory Agreement is in the best interests of the Fund and that the sub-advisory fees are reasonable in light of the nature, extent and quality of services provided by the Sub-Adviser.

 

 


 

 

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 six 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 six series of The Integrity Funds and the six series of Viking Mutual Funds.

 

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

 

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

Wade A. Dokken
Birth date: March 3, 1960
Began serving: February 2016
Funds overseen: 12 funds

Principal occupation(s): Member, WealthVest Financial Partners (2009 to present); Co-President, WealthVest Marketing (2009 to present), Trustee: Integrity Managed Portfolios (2016 to 2018), The Integrity Funds (2016 to present), and Viking Mutual Funds (2016 to present)

Other Directorships Held: Not Applicable

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

Principal occupation(s): Attorney: Maxson Law Office P.C. (2002 to 2019); Trustee: Integrity Managed Portfolios (1999 to 2018), The Integrity Funds (2003 to present), and Viking Mutual Funds (2009 to present)

Other Directorships Held: Peoples State Bank of Velva

Jerry M. Stai
Birth date: March 31, 1952
Began serving: January 2006
Funds overseen: 12 funds

Principal occupation(s): Minot State University (1999 to present); Trustee: Integrity Managed Portfolios (2006 to 2018), The Integrity Funds (2006 to present), and Viking Mutual Funds (2009 to present)

Other Directorships Held: Not Applicable

 

INTERESTED TRUSTEE

 

Name, Position with Trust, 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: 12 funds

Principal occupation(s): Governor (2009 to present): Corridor Investors, LLC; Trustee and Chairman: Integrity Managed Portfolios (1996 to 2018), The Integrity Funds (2003 to present),  and Viking Mutual Funds (2009 to present)

Other Directorships Held: Not Applicable

 

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

 

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

 

 


 

 

OTHER OFFICERS

 

Name, Position with Trust, Date of Birth, and Date Service Began

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 1999

Principal occupation(s): Governor, CEO, and President (2009 to present): Corridor Investors, LLC; Governor and President (1998 to present) and Senior Portfolio Manager (1999 to present): Viking Fund Management, LLC; Governor and President (2009 to present): Integrity Fund Services, LLC and Integrity Funds Distributor, LLC; President: Integrity Managed Portfolios (2009 to 2018), The Integrity Funds (2009 to present), and Viking Mutual Funds (1999 to present) 

Other Directorships Held: Minot Area Community Foundation

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: Integrity Managed Portfolios (1996 to 2018); The Integrity Funds (2003 to present); and Viking Mutual Funds (2009 to present)

Other Directorships Held: Not Applicable

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

Principal occupation(s): Fund Accounting Manager (2008 to 2017) and Chief Operating Officer (2013 to present): Integrity Fund Services, LLC; Treasurer: Integrity Managed Portfolios (2008 to 2018), 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: Integrity Managed Portfolios (2005 to 2018), The Integrity Funds, (2005 to present), and Viking Mutual Funds (2009 to present); Secretary: Integrity Managed Portfolios (2009 to 2018), The Integrity Funds and Viking Mutual Funds (2009 to present)

Other Directorships Held: Not Applicable

 

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

 

 


 

 

PRIVACY POLICY

 

Rev. 11/2017

 

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-

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

Yes

No

For our marketing purposes-

to offer our products and services to you

Yes

No

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes-

information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes-

information about your creditworthiness

No

We don’t share

For non-affiliates to market to you

No

We don’t share

 

Questions?

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

 

 


 

 

PRIVACY POLICY (Continued)

 

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

·   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

·   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

 

PROXY VOTING OF FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund’s portfolios are available, without charge and upon request, by calling 800-276-1262. A report on Form N-PX of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available through the Fund’s 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 Fund provides 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 Fund. The Fund also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Forms N-PORT and N-CSR(S) are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-PORT 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 Fund 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 Fund 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.

 

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.

 


 

 

 

 

 

IntegrityVikingLogoWide - B&W high res

 

Equity Funds

 

Integrity Dividend Harvest Fund

 

Integrity Energized Dividend Fund

 

Integrity Growth & Income Fund

 

Integrity Mid-North American Resources Fund

 

 

Government Bond Fund

 

Integrity Short Term Government Fund

 

 

Corporate Bond Fund

 

Integrity High Income Fund

 

 

State-Specific Tax-Exempt Bond Funds

 

Kansas Municipal Fund

 

Maine Municipal Fund

 

Nebraska Municipal Fund

 

Oklahoma Municipal Fund

 

Viking Tax-Free Fund for Montana

 

Viking Tax-Free Fund for North Dakota


 

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 $16,000 for the year ended May 31, 2019, and $18,500 for the year ended May 31, 2020.

 

 

 

 

(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 May 31, 2019, and $0 for the year ended May 31, 2020.

 

 

 

 

(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 $2,500 for the year ended May 31, 2019, and $3,000 for the year ended May 31, 2020. 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.

 


 

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

 

August 7, 2020

 

 

 

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

 

August 7, 2020

 

 

 

 

By: /s/ Adam Forthun
Adam Forthun
Treasurer

 

August 7, 2020

EX-99.CODE ETH 2 corridorcoe_20200803.htm corridorcoe_20200803.htm - Generated by SEC Publisher for SEC Filing

 

 

 

 

 

 

 

 

 

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.

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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 of the firm are listed in Exhibit G.

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Revised 8/3/2020                                                                                                            

 


 

 

“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.  Under this definition, Advisory Person would include: (i) personnel with direct responsibility and authority to make investment decisions affecting a Fund (such as portfolio managers); (ii) personnel who provide information and advice to such portfolio managers (such as research/securities analysts); and (iii) personnel who assist in executing investment decisions for a Fund (such as traders).  

For the purposes of this Code, an Advisory Person is also considered an Access 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.

 

“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.

 

“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;

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Revised 8/3/2020                                                                                                            

 


 

 

(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). 

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“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

 

Access Persons 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 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 has no direct or indirect influence or control;

 

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

 

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

 

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(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 ACCESS PERSONS

 

No Access Person 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 the Access Person by virtue of their position with the Fund.  Should an Access Person be authorized to acquire securities through a private placement, they shall, in addition to reporting the transaction on the quarterly report to the Fund, disclose the interest in that investment to other Access Persons participating in that investment decision if and when they play 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 an Access Person who has no personal interest in the issuer.

 

BLACKOUT PERIODS

 

No Access 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 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.

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Should an Access Person 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 Access Person 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 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 or the Fund;

 

(3)          purchases which are part of an automatic dividend reinvestment or other

plan established by the Access Person 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.    

 

PERSONAL INTEREST

 

No Advisory Person shall make a recommendation regarding the purchase or sale of a security for a Fund or participate in the discussions of the Portfolio Management Team with regard to the potential purchase or sale of a security for a Fund if that Advisory Person has a beneficial ownership interest in the same (or equivalent) securities of such issuer.  Additionally, no Advisory Person shall place a portfolio trade for a Fund nor intentionally defer a recommendation to purchase or sell a portfolio security for purposes of personal gain.

 

SHORT-TERM TRADING

 

No Access Person 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 Access Person 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.

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GIFTS

 

No Access Person 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 Access Person who receives 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 Access Person 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 Access Persons shall obtain prior authorization before executing a personal securities transaction in a Reportable Security requiring pre-clearanceExhibit E attached to this Code provides a list of those securities that require pre-clearance.  Access Persons must submit a Pre-clearance Form (Exhibit I) to the Chief Compliance Officer (or his designee), and the Chief Compliance Officer must give his authorization prior to an Access Person placing a purchase or sell order with a broker.  Should the Chief Compliance Officer deny the request, he 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 Access Persons 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.

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Revised 8/3/2020                                                                                                            

 


 

 

3.         Access Persons, 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, as amended, 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 Access Persons and Non-Access Fund Personnel, who have a duty to make the reports required hereunder (as applicable), shall inform each such person of such duty, and shall receive and review all reports required hereunder.

 

10

Revised 8/3/2020                                                                                                            

 


 

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 Access Persons 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 Investment Adviser or 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 “Access Person” (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 Access Persons (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;

11

Revised 8/3/2020                                                                                                            

 


 

(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 Access Persons 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.

 

 

12

Revised 8/3/2020                                                                                                            

 


 

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, trustees/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, trustees/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, trustee/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, trustee/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, trustee/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.

13

Revised 8/3/2020                                                                                                            

 


 

 

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, trustees/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, trustees/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).

14

Revised 8/3/2020                                                                                                            

 


 

 

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, trustees/governors, and employees of a Provider in avoiding insider trading and to aid in preventing, detecting, and imposing sanctions against insider trading.  Every officer, trustee/governor, 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 Chief 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:

15

Revised 8/3/2020                                                                                                            

 


 

 

(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, trustees/governors, and employees of a Provider (other than officers, trustees/governors, 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, trustee/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, trustees/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.

16

Revised 8/3/2020                                                                                                            

 


 

 

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, trustee/governor, or employee is material and nonpublic;

 

(c)        review and ensure that officers, trustees, 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, trustee/governor, or employee has material nonpublic information,

 

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

 

(ii)        if necessary, restrict officers, trustees/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, trustee/governor, and employee to ensure no trading took place in securities in which the Provider has material nonpublic information;

17

Revised 8/3/2020                                                                                                            

 


 

 

(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, trustees, 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.

18

Revised 8/3/2020                                                                                                            

 


 

 

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 “Access Person.”

 

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                                                                    Principal ($) Amount          Broker/Dealer or Bank

Symbol of Security                 Number of Shares                 of Shares Held                 Maintaining Account

                                                                          

 

 

 

 

Date:_________________  Signature:__________________________________

                                          

        Print Name:_________________________________

 

 

 

Revised 8/3/2020                                               

 


 

Exhibit C

 

INTEGRITY VIKING FUNDS

CODE OF ETHICS

ANNUAL 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 “Access Person.”

 

2.         I hereby certify that during the year ended December 31, 2019, 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, 2019, I had a direct or indirect beneficial ownership in the following securities:

                                                                             

   Ticker or Title                                                                    Principal ($) Amount              Broker/Dealer or Bank

Symbol of Security                 Number of Shares                 of Shares Held                     Maintaining Account

 

 

 

 

 

 

 

 

 

 

Date:______________           Signature:__________________________________

                                               Print Name:_________________________________

 

 

Revised 8/3/2020                                               

 


 

Exhibit D

INTEGRITY VIKING FUNDS

Securities Transactions Report

For the Calendar Quarter Ended: December 31, 2019

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 Trans-action

No. of Shares

Dollar Amount of Trans-action

Nature of Trans-action

(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:_______________________________________

 

 

Revised 8/3/2020                                               

 


 

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” when being considered for purchase or sale by an Access Person.  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 designee for clarification. 

 

Types of Securities

Reportable

Securities

Securities Requiring

Pre-Clearance

Municipal bonds, notes and debentures

Yes

Yes

Corporate bonds, notes and debentures

Yes

Yes

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

Options on a stock market index and options on futures

Yes

Yes

Securities acquired upon merger, recapitalizations or non-volitional transactions

Yes

No

IPOs or private placement securities

Yes

Yes

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

-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

Yes

Yes

 

 

 

Revised 8/3/2020                                               

 


 

Exhibit F

 

 

List of Integrity Mutual Funds

 

 

The Integrity Funds

Integrity Growth & Income Fund

Integrity High Income Fund

Integrity Mid-North American Resources Fund

Integrity Dividend Harvest Fund

Integrity Energized Dividend Fund

Integrity Short Term Government Fund

 

Viking Mutual Funds

Viking Tax-Free Fund for Montana

Viking Tax-Free Fund for North Dakota

Kansas Municipal Fund

Maine Municipal Fund

Nebraska Municipal Fund

Oklahoma Municipal Fund

 

 

 

Revised 8/3/2020                                               

 


 

Exhibit G

 

 

List of Access and Non-Access Persons

 

 

Access Persons:

 

Compliance

Portfolio Managers

Pricing Analyst

Interested Fund Trustees/Officers

Fund Accounting

Information Services

Research Analysts

                                               

 

Non-Access Fund Personnel:

 

Independent Fund Trustees

Human Resources

Transfer Agency

Marketing

Graphics

Fund Administration Specialist

Wholesalers (Internal/External)

 

 

 

Revised 8/3/2020                                               

 


 

Exhibit H

 

 

List of Portfolio Managers

 

 

The Integrity Funds

Integrity Growth & Income Fund               -                       Josh Larson

                                                                                                Trey Welstad

                                                                                                                                   

Integrity Mid-North American Resources Fund                Shannon Radke

                                                                                                Mike Morey

                                                                                               

Integrity Dividend Harvest Fund                -                       Shannon Radke

                                                                                                Josh Larson

                                                                                                Mike Morey

                                                                                                Trey Welstad

                                                                                               

Integrity Energized Dividend Fund            -                       Shannon Radke

                                                                                                 

                                                                                                Mike Morey

                                                                                                Trey Welstad

                                                                                                                                               

Viking Mutual Funds

Viking Tax-Free Fund for Montana           -                       Radke/Larson

Viking Tax-Free Fund for North Dakota                           Radke/Larson

Kansas Municipal Fund                                                       Radke/Larson 

Maine Municipal Fund                                                         Radke/Larson   

Nebraska Municipal Fund                                                   Radke/Larson

Oklahoma Municipal Fund                                                  Radke/Larson

 

 

Sub-Adviser Portfolio Managers

 

The Integrity Funds

Integrity High Income Fund                        -                       Rob Cook/Thomas Hauser

 

Integrity Short Term Government Fund    -                       Lu/Clancy/Persoons

                                                       

           

 

Revised 8/3/2020                                               

 


 

Exhibit I

SECURITY TRANSACTION PRE-CLEARANCE FORM

 

(1)   Name of Access Person requesting authorization:  _________________________________________

 

(2)   Transaction Type:  Purchase _______    Sale _______    Other _______________________________

 

(3)   Name of security:  _____________________________________________________________

 

(4)      Quantity (shares/units) to be purchased or sold:  __________________________

 

(5)      Registration to be listed on security:  ___________________________________________________

 

(6)      B/D transaction to be placed through:  __________________________________________________

                                                                                   

(7)

Do you possess any material nonpublic information regarding the security or the issuer of the security?

 

 

¨ Yes                                   ¨ No

¨ N/A

 

(8)

To your knowledge, are the securities or "equivalent" securities (i.e., securities issued by the same issuer) held by any Fund?

 

 

 

¨ Yes                                   ¨ No

¨ N/A

(9)

To your knowledge, are there any outstanding purchase or sell orders for this security (or any equivalent security) by any Fund?

 

¨ Yes                                   ¨ No

¨ N/A

 

(10)

To your knowledge, are the securities (or equivalent securities) being considered for purchase or sale by any Fund?

 

 

 

¨ Yes                                   ¨ No

¨ N/A

(11)

 

 

Are the securities being acquired in an Initial Public Offering or Private Placement?

 

¨ Yes                                   ¨ No

¨ N/A

 

(12)

Has any account you managed, purchased or sold these securities (or equivalent securities) within the past seven calendar days or do you expect the account to purchase or sell these securities (or equivalent securities) within seven calendar days after your purchase or sale?

 

 

¨ Yes

¨ No

¨ N/A

 

(13)

 

 

Have you purchased or sold these securities (or equivalent securities) in the prior 60 days?

 

¨ Yes                                   ¨ No

 

NOTE: Duplicate confirmations and statements are requested for all transactions.

                                                                                                                                                                        

________________________________________          ____________________________________

Requesting Party Signature                                                Print Name

 

 

Authorized by: _____________________________________                     Date: _______________________

 

Comments:

 

 

Revised form 11/22/10

 

EX-99.906 CERT 3 integrity99906cert20200531.htm integrity99906cert20200531.htm - Generated by SEC Publisher for SEC Filing

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: May 31, 2020

 

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 7th day of August, 2020.

 

 

 

 

/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 7th day of August, 2020.

 

 

 

 

/s/ Adam Forthun
Adam Forthun
Treasurer, The Integrity Funds

1

 

EX-99.CERT 4 integrity99cert20200531.htm integrity99cert20200531.htm - Generated by SEC Publisher for SEC Filing

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 fiscal year ended July 31, 2019 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: August 7, 2020

 

 

 

 

/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 fiscal year ended July 31, 2019 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: August 7, 2020

 

 

 

 

/s/ Adam Forthun
Adam Forthun
Treasurer

 

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