EX-99.D 4 investadvagmtbond485b.htm AMEND TO (INVESTADVISORYAGMT) BOND FUND INVESTMENT ADVISORY AGREEMENT 485B BOND FUND
                                 AMENDMENT TO

                         INVESTMENT ADVISORY AGREEMENT



      WHEREAS,  Oppenheimer  Integrity Funds  (hereinafter  referred to as the
"Trust"),   and  OppenheimerFunds,   Inc.  (formerly  Oppenheimer   Management
Corporation)  (hereinafter  referred to as "OFI"),  are party to an Investment
Advisory Agreement dated July 10, 1995 (the "Agreement");

      WHEREAS,  Oppenheimer  Bond Fund ("Bond  Fund") is a series of the Trust
having a separate portfolio, investment policies and investment restrictions;

      WHEREAS,  on February 26, 2002 the Trust's Board of Trustees  approved a
reduction in the annual  management fee rate for Bond Fund to become effective
as of such date; and

      WHEREAS,  the Trust and OFI desire to amend the Agreement to reflect the
foregoing management fee change;

      NOW, THEREFORE, the Trust and OFI agree as follows:

      1. All references to Oppenheimer  Management  Corporation and OMC in the
Agreement   are  hereby   replaced  with   OppenheimerFunds,   Inc.  and  OFI,
respectively.

      2.  Paragraph 5 of the  Agreement is replaced in its  entirety  with the
following:

      The Trust  agrees  to pay OFI and OFI  agrees to accept as full
      compensation  for the  performance  of all functions and duties
      to be  performed  pursuant  to  the  provisions  hereof,  a fee
      computed  on the  aggregate  net asset  value of the Fund as of
      the  close of each  business  day and  payable  monthly  at the
      following annual rate:

      0.60% of the first $200 million of average annual net assets;
      0.57% of the next $200 million;
      0.54% of the next $200 million;
      0.51% of the next $200 million;
      0.45% of the next $200 million; and
      0.35% of average annual net assets in excess of $1 billion.



      3. Except for the  foregoing,  no other  provision  of the  Agreement is
modified or amended and the  Agreement,  as amended  hereby,  shall  remain in
full force and effect.


Date: February 26, 2002


                              Oppenheimer Integrity Funds, on behalf of
                                Oppenheimer Bond Fund



                              By: _______________________________________
                                    Robert G. Zack, Vice President & Secretary


                              OppenheimerFunds, Inc.



                              By: _______________________________________
                                    Merryl Hoffman, Vice President