FIRST AMENDMENT TO INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT

This First Amendment to the Investment Advisory and Administrative Services Agreement (the “First Amendment”) is made as of January 26, 2015, and effective as of January 1, 2014 by and between INTEGRITY CAPITAL INCOME FUND, INC., a Colorado corporation (the “Corporation”), and INTEGRITY WEALTH MANAGEMENT, a division of Integrity Bank & Trust, a Colorado corporation  (the “Adviser”).

WHEREAS, the Corporation and Adviser desire to amend the Investment Advisory and Administrative Services Agreement dated August 29, 2014 (the “Agreement”). Unless otherwise defined in this First Amendment, all defined terms used in this First Amendment, as denoted by the use of initial capital letters, have the same meaning as in the Agreement; and

WHEREAS, in light of the change in fiscal year from calendar to October 31, the Corporation and Adviser discussed revising the calculation of fees so that they are consistent with the Corporation’s fiscal year end rather than the calendar year as currently provided for in the Agreement.

WHEREAS, the Corporation and Adviser desire to correct a wording error that was in the Agreement in order to reflect the fact that the parties have calculated the Adviser fees based on the fiscal quarter basis rather than on a calendar quarter basis beginning on January 1, 2014.  The parties do not believe that this is a material amendment to the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Corporation and Adviser agree as follows:

3.            Compensation of the Adviser.  The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth.  The Adviser may agree to temporarily or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee.

The Incentive Fee for a fiscal year shall be an amount equal to 20% of the Company’s “Net Investment Income” above 7.5% for the year.  “Net Investment Income” is defined as all income accrued during the year minus the Company’s operating expenses, Base Management Fee and expenses payable under this Agreement.  Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payable-in-kind interest and zero coupon securities) accrued income that the Corporation has not yet received in cash.  Net Investment Income does include any realized capital gains, realized capital losses, or unrealized capital depreciation.  It does not include unrealized capital appreciation.  In the event that this Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying the Incentive Fee.

See Appendix A for examples of how the Incentive Fee is calculated.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Investment Advisory and Administrative Services Agreement as of the date first written above.