SELECT TEN PLUS FUND LLC, N-1A, 1998-12-29

SELECT TEN PLUS FUND LLC
N-1A, 1998-12-29

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As filed with the Securities and Exchange Commission on December 29, 1998
Registration No.___________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.____ [ ]
Post-Effective Amendment No.____ [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.___ [ ]

(Check appropriate box or boxes)

Select Ten Plus Fund, LLC
-------------------------
(Exact Name of Registrant)

515 West Market Street, Louisville, KY 40202
--------------------------------------------
(Address of Principal Executive Offices)

Registrant's Telephone Number, including area code (502) 582-7900

Kevin L. Howard
National Integrity Life Insurance Company
515 West Market Street
Louisville, Kentucky 40202
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon after the effective date
of this Registration Statement as is practicable.

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485

[ ] on (date) pursuant to paragraph (b) of Rule 485

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a) (1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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SELECT TEN PLUS FUND, LLC

Prospectus - __________, 1998

Select Ten Plus Fund, LLC is a no-load mutual fund consisting of four separate
investment portfolios. The Select Ten Plus Portfolios seek total return by
investing in the ten highest dividend yielding companies included in the Dow
Jones Industrial Average.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

PAGE

<S> <C>
SECTION 1 - RISK/RETURN SUMMARY

Investment Objective and Strategy. . . . . . . . . . . . . . . . . . 3
Principal Risks. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 2 - THE FUND

Investment Objective . . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Strategy. . . . . . . . . . . . . . . . . . . . . . . . . 4
The Dow Jones Industrial Average . . . . . . . . . . . . . . . . . . 6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 3 - PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . 7

SECTION 4 - SHAREHOLDER INFORMATION

Pricing of Shares. . . . . . . . . . . . . . . . . . . . . . . . . .11
Purchase and Redemption of Shares. . . . . . . . . . . . . . . . . .11
Dividends and Distributions. . . . . . . . . . . . . . . . . . . . .11
Tax Consequences of Investing in the Fund. . . . . . . . . . . . . .11

SECTION 5 - MANAGEMENT

The Investment Adviser . . . . . . . . . . . . . . . . . . . . . . .12
The Sub-Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . .13
Year 2000 Preparation. . . . . . . . . . . . . . . . . . . . . . . .13
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE HAVE NOT AUTHORIZED ANYONE TO MAKE
ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS.

<PAGE>

SECTION 1 - RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE AND STRATEGY

The Select Ten Plus Portfolios of the Fund seek total return. To achieve this
goal, the four Portfolios buy shares of the ten highest dividend yielding common
stocks in the Dow Jones Industrial Average (DJIA) in equal weights as determined
on a specified business day. Each of the Portfolios holds these stocks for a
period of twelve months. At the end of a Portfolio's twelve-month period, the
Portfolio restructures its investment portfolio to invest in the ten stocks with
the highest current dividend yield in the DJIA for another twelve months.

PRINCIPAL RISKS

As with any investment in common stocks, the value of your investment in a
Portfolio may rise and fall in response to the specific performance of a stock's
issuer and the general performance of the stock market and you may lose money.
In addition, there are risks associated with the Portfolios' investment
strategy, including:

(1) greater fluctuation in value because the Portfolios are
non-diversified, meaning they invest a large portion of assets in the
securities of a few issuers;

(2) decreased diversification of economic, financial, and market risks
because of industry concentration; and

(3) potential adverse effects on issuers of particular industries as a
result of regulatory change.

SECTION 2 - THE FUND

INVESTMENT OBJECTIVE

The Portfolios seek total return by investing in shares of the ten highest
dividend yielding common stocks in the DJIA in equal weights and holding them
for twelve months. The dividend yield for each stock is calculated by
annualizing the last quarterly or semi-annual ordinary dividend distributed on
that stock and dividing the result by the market value of that stock as of the
close of the New York Stock Exchange (NYSE) on the business day prior to the
investment date. This yield is historical and there is no assurance that any
dividends will be declared or paid in the future on the stocks in the
Portfolios. The term "equal weights" means that if you invested $100 in a
Portfolio, the Portfolio would buy $10 of each of the ten highest yielding
stocks.

The selection process is a straightforward, objective, mathematical application
that ignores any subjective factors concerning an issuer in the DJIA, an
industry or the economy generally. The

<PAGE>

application of the selection process may cause a Portfolio to own a stock that
the sub-adviser does not recommend for purchase. In fact, the sub-adviser may
have sell recommendations on a number of the stocks at the time the stocks are
selected for inclusion in a Portfolio's portfolio.

There are various theories to explain why a common stock is among the ten
highest yielding stocks in the DJIA at any given time:

(1) the issuer may be in financial difficulty or out of favor in the
market because of weak earnings, performance or forecasts, or negative
publicity;

(2) there may be uncertainties because of pending or threatened litigation
or pending or proposed legislation or government regulation;

(3) the stock may be a cyclical stock reacting to national and
international economic developments; or

(4) the market may be anticipating a reduction in or the elimination of
the issuer's dividend.

While these factors may affect only a part of an issuer's overall business, the
publicity may be strong enough to outweigh otherwise solid business performance.
In addition, companies in certain industries have historically paid relatively
high dividends.

INVESTMENT STRATEGY

Each of the four Portfolios begins operations on the last business day of a
specified calendar quarter. The Fund may have four different investment
portfolios, I.E., the four Portfolios, operating simultaneously for their
respective twelve-month periods. At the end of each Portfolio's twelve-month
period, the Portfolio's portfolio is restructured to again hold the ten highest
yielding stocks in the DJIA in equal weights for the next twelve months. We
will not rebalance the weights of the individual stock positions during a
twelve-month period.

Contributions to each of the Portfolios are invested on only one day of each
year as follows:

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Portfolio Investment Date
--------- ---------------
<S> <C>
Select Ten Plus Portfolio - March last Business Day of March

Select Ten Plus Portfolio - June last Business Day of June

Select Ten Plus Portfolio - September last Business Day of September

Select Ten Plus Portfolio - December last Business Day of December
</TABLE>

On the day we receive a dividend from a stock in a Portfolio's investment
portfolio, we will reinvest it in the form of additional shares of that stock.
There can be no assurance that the dividend rates on the selected stocks will be
maintained. Reduction or elimination of a dividend could adversely affect the
stock price.

The Fund's buy and hold investment strategy is very different from the frequent
portfolio changes made by other mutual funds based on economic, financial, and
market analyses. Therefore, the Portfolios will generally buy or keep a stock
despite adverse developments relating to the stock that might otherwise make
investing in the stock detrimental to the interest of investors. Such adverse
developments include the adverse financial condition of the issuer, a failure to
maintain a current dividend rate, the institution of legal proceedings against
the issuer, a default under certain documents materially and adversely affecting
the future declaration of dividends, or a decline in the price or the occurrence
of other market or credit factors (including a public tender offer or a merger
or acquisition transaction).

The investment strategy is based on three time-tested investment principles:

(1) time in the market is more important than timing the market;

(2) the stocks to buy are the ones everyone else is selling; and

(3) dividends can be an important part of total return.

Investment in a number of companies with high dividends relative to their stock
prices is designed to increase a Portfolio's potential for higher returns.
Investing in these stocks of the DJIA may be effective as well as conservative
because regular dividends are common for established companies and have
accounted for a substantial portion of the total return on stocks of the DJIA as
a group. Each Portfolio's return will consist of a combination of capital
appreciation and current dividend income.

5
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THE DOW JONES INDUSTRIAL AVERAGE

The DJIA consists of 30 common stocks chosen by the editors of THE WALL STREET
JOURNAL as representative of the New York Stock Exchange and of American
industry. The companies are highly capitalized in their industries and their
stocks are widely followed and held by individual and institutional investors.
The companies marked below with an asterisk are the ten highest yielding stocks
in the DJIA as of the market close on September 30, 1998. The ten highest
yielding stocks in the DJIA are commonly known as the "Dogs of the Dow:"

<S> <C>
AT&T IBM
Allied Signal International Paper
Aluminum Co. of America J.P. Morgan*
American Express Johnson & Johnson
Boeing McDonald's
Caterpillar* Merck
Chevron* Minnesota Mining & Manufacturing*
Coca-Cola Philip Morris*
DuPont* Proctor & Gamble
Eastman Kodak* Sears Roebuck
Exxon* Travelers
General Electric Union Carbide
General Motors United Technologies
Goodyear* Walmart
Hewlett-Packard Walt Disney
</TABLE>

The designations "Dow Jones-Registered Trademark-," "Dow Jones Industrial
Average-SM-" and "DJIA-SM-" are the property of Dow Jones & Company, Inc.
(DOW JONES). Dow Jones is not affiliated with the Fund, has not participated
in any way in the creation of the Portfolios or in the selection of stocks
included in the Portfolios and has not reviewed or approved any information
included in this prospectus. The Portfolios are not sponsored, endorsed,
sold or promoted by Dow Jones, and Dow Jones has no relationship whatsoever
with the Portfolios. The DJIA is determined, composed and calculated by Dow
Jones without regard to the Portfolios. Dow Jones is not responsible for and
does not participate in the determination of the timing, price, or quantity
of the Portfolios' shares to be issued or in the determination or calculation
of the equation by which the Portfolios' shares are to be redeemed. Dow
Jones has no obligation or liability whatsoever in connection with the
administration or marketing of the Portfolios.

6
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RISK FACTORS

RISKS IN GENERAL

An investment in a Portfolio entails certain risks common to all stock
investments. Stocks fluctuate in price for a variety of reasons. For example,
the value of your investment will decline if the financial condition of the
issuers of the stocks becomes impaired or if the general condition of the stock
market worsens. Common stocks in general may be especially susceptible to
general stock market movements and to increases and decreases in value as market
confidence in and perceptions of the issuers change. These perceptions are
based on unpredictable factors, including government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking crises. In
addition, investors in common stocks generally have inferior rights to receive
payments from the issuer in comparison with investors in debt obligations or
preferred stocks issued by the issuer. Moreover, common stocks do not represent
an obligation of the issuer and therefore do not offer any assurance of income
or provide the degree of protection of capital provided by debt securities.

STRATEGY SPECIFIC RISKS

Each Portfolio is non-diversified and will invest a larger portion of its assets
in the securities of fewer issuers than diversified investment companies. As a
result, an investment in a Portfolio may be subject to greater fluctuation in
value than an investment in a diversified investment company. In addition, a
Portfolio may be concentrated in issuers primarily engaged in a particular
industry. Concentration may involve additional risk because of the decreased
diversification of economic, financial, and market risks. Moreover, changing
approaches to regulation, particularly with respect to the environment or with
respect to the petroleum or tobacco industry, may have a negative impact on
certain companies represented in a Portfolio's portfolio.

SECTION 3 - PERFORMANCE INFORMATION

At December 31, 1997, the Fund had not commenced operations. However, the
performance of the investment strategies for the Portfolios relative to other
investment strategies can be demonstrated using historical data.

The returns shown in the following tables reflect the historical performance of
a hypothetical investment in the ten highest yielding stocks in the DJIA and the
performance of the DJIA. They do not guarantee future performance or predict
any Portfolio's returns. Stock prices (which will fluctuate in value) and
dividends (which may be increased, reduced or eliminated) can affect the
returns. The strategy has underperformed the DJIA certain years. Accordingly,
there can be no assurance that any Portfolio will outperform the DJIA over the
life of the Portfolio.

7
<PAGE>

An investor in a Portfolio would not necessarily realize as high a total return
on an investment in the stocks upon which the hypothetical returns are based
because (1) the total return figures shown do not reflect Portfolio expenses or
brokerage commissions, and (2) the Portfolios are established at different times
of the year. If the above-mentioned charges were reflected in the hypothetical
returns, the returns would be lower than those presented here.

COMPARISON OF TOTAL RETURN (1)

Ten Highest Dividend
Year Yielding Stocks (2) DJIA
---- -------------------- ----

<S> <C> <C>
1973 3.9% (13.1)%
1974 (1.3)% (23.1)%
1975 55.9% 44.4%
1976 34.8% 22.7%
1977 0.9% (12.7)%
1978 (0.1)% 2.7%
1979 12.4% 10.5%
1980 27.2% 21.5%
1981 5.0% (3.4)%
1982 23.6% 25.8%
1983 38.7% 25.7%
1984 7.6% 1.1%
1985 29.5% 32.8%
1986 32.1% 26.9%
1987 6.1% 6.0%
1988 22.9% 16.0%
1989 26.5% 31.7%
1990 (7.6)% (0.4)%
1991 39.3% 23.9%
1992 7.9% 7.4%
1993 27.3% 16.8%
1994 4.1% 4.9%
1995 36.7% 36.4%
1996 27.9% 28.9%
1997 21.9% 24.9%
Cumulative 6,558% 2,042%
</TABLE>

- ----------------------------------

(1) Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the
total dividends paid on each group of stocks during the period divided by
the opening market value of each group of stocks as of the first trading
day of a period. Total

8
<PAGE>

Return does not take into consideration any expenses or commissions. Total
Return does not take into consideration any reinvestment of dividend
income. Over the twenty-five years listed above, the ten highest dividend
yielding stocks in the DJIA achieved an average annual total return of
18.3%. In addition, over this period, the strategy achieved a greater
average annual total return than that of the DJIA, which was 13.0%.
Although each Portfolio seeks to achieve a better performance than the DJIA
as a whole, there can be no assurance that a Portfolio will achieve a
better performance. Performance may also be compared to the performance on
the same basis as the S&P 500 Composite Price Stock Index or performance
data from publications such as Morningstar Publications, Inc. Source:
BEATING THE DOW, by Michael O'Higgins with John Downes, published by Harper
Perennial, 1992. Used with permission of the authors.

(2) The ten highest dividend yielding stocks in the DJIA for any given year
were selected by ranking the dividend yields for each of the stocks in the
index, as of the beginning of that year, based upon an annualization of the
last quarterly or semi-annual regular dividend distribution (which would
have been declared in the preceding year) divided by that stock's market
value on the first trading day on the NYSE in that year.

9
<PAGE>

PERFORMANCE HISTORY OF THE DOGS OF THE DOW STRATEGY

Ten Highest Dividend
Year Yielding DJIA Stocks DJIA Index
---- -------------------- ----------

The table above represents a hypothetical investment of $10,000 in the DJIA and
the ten highest dividend yielding DJIA Stocks from January 1, 1973 through
December 31, 1997. The table assumes that all dividends and distributions
during a year are reinvested at the end of that year and does not reflect
expenses or commissions. The value of the ten highest dividend-yielding DJIA
stocks would have been $414,656 if the following fees and expenses had been
charged: (1) management fees of .50% and (2) other expenses of .35%.

Investors should not rely on the preceding performance information as an
indication of the past or future performance of the Portfolios. There can be no
assurance that any of the Portfolios will outperform the DJIA.

10
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SECTION 4 - SHAREHOLDER INFORMATION

PRICING OF SHARES

The net asset value of the shares of each Portfolio will be determined on each
day the NYSE is open for trading. The net assets are valued based on market
quotations as of the close of business of the NYSE, which is currently 4:00 pm,
Eastern Time. Purchase and redemption orders will be priced at the next net
asset value calculated after your order is accepted. Each Portfolio's net asset
value per share is calculated separately by dividing the value of the securities
held by the Portfolio plus any cash or other assets, less liabilities, by the
number of outstanding shares of the Portfolio.

PURCHASE AND REDEMPTION OF SHARES

Only separate accounts of National Integrity Life Insurance Company established
to fund variable annuity contracts may invest in the Portfolios. The separate
accounts purchase shares without a sales load at the net asset value per share
next determined after receipt and acceptance of the purchase order.

Shares of the Portfolios are redeemed at net asset value without any redemption
charge. Upon receipt of a redemption request, approximately equal dollar
amounts of shares of each of the ten stocks will be sold, such that the total
dollar amount sold equals the amount of the redemption. Payment upon redemption
is normally made within seven days of receipt of the request, unless redemption
is suspended or payment is delayed as permitted by the SEC.

DIVIDENDS AND DISTRIBUTIONS

All dividend and capital gain distributions will automatically be reinvested in
additional shares at net asset value.

TAX CONSEQUENCES OF INVESTING IN THE FUND

The Fund is a limited liability company with all of its interests owned by
National Integrity Life Insurance Company. Accordingly, the Fund is taxed as
part of the operations of National Integrity Life Insurance Company and is not
taxed separately.

Shares of the Fund are held under the terms of a variable annuity contract.
Under current tax law, interest income, dividend income and capital gains of the
Fund are not currently taxable when left to accumulate within a variable annuity
contract.

Because every investor's situation is unique, please consult a tax adviser about
federal, state and local tax consequences of your variable annuity contract's
investment in the Fund.

11
<PAGE>

SECTION 5 - MANAGEMENT

THE INVESTMENT ADVISER

Integrity Capital Advisors Inc. (formerly known as ARM Capital Advisors,
Inc.) serves as the investment adviser to the Fund. Integrity Capital
Advisors (or its predecessor) provides investment management and supervisory
services to investment companies, and has been in operation since October
1994. Integrity Capital Advisors is a wholly owned subsidiary of ARM
Financial Group, Inc., a financial services company which provides retail and
institutional products and services to the long-term savings and retirement
market. Its offices are located at 515 West Market Street, Louisville,
Kentucky 40202.

Integrity Capital Advisors has overall responsibility for administering all
operations of the Portfolios and for monitoring and evaluating the management of
the assets of the Portfolios by the sub-adviser. Specifically, Integrity
Capital Advisors:

- provides the overall business management and administrative services
necessary for each Portfolio's operation;

- furnishes or procures on behalf of the Portfolios the services and
information necessary to the proper conduct of the Portfolios'
business;

- acts as liaison among the various service providers to the Portfolios,
including the custodian, portfolio accounting personnel, sub-adviser,
counsel, and auditors;

- is responsible for ensuring that the Portfolios operate in compliance
with applicable legal requirements and for monitoring the sub-adviser
for compliance with requirements under applicable law and with the
investment policies and restrictions of the Portfolios; and

- is responsible for monitoring and evaluating the sub-adviser on a
periodic basis and considering its performance record with respect to
the investment objective and policies of the Portfolios.

Integrity Capital Advisors is authorized to exercise full investment discretion
and make all determinations with respect to the investment of each Portfolio's
assets and the purchase and sale of securities for the Portfolios in the event
that at any time a sub-adviser is not engaged to manage the assets of the
Portfolios.

For providing investment management services to the Portfolios, Integrity
Capital Advisors will receive a monthly fee based on an annual rate of .50% of
each Portfolio's average daily net assets.

12
<PAGE>

THE SUB-ADVISER

National Asset Management Corporation serves as the sub-adviser to the
Portfolios and in that capacity provides investment advisory services for the
Portfolios, including security selection. Subject to each Portfolio's
investment objective and policies, National Asset makes all determinations with
respect to the investment of each Portfolio's assets and the purchase and sale
of securities and other investments.

National Asset is a Kentucky corporation with executive offices at National City
Tower, Louisville, Kentucky 40202. Since its inception in 1979, National Asset
has provided customized investment management services to corporations,
governmental entities, foundations, endowments, and similar entities. As of
December 31, 1997, National Asset managed approximately $8.5 billion in assets.

YEAR 2000 PREPARATION

Integrity Capital Advisors is currently evaluating, on an ongoing basis, its
computer systems and the systems of other companies on which the Fund's
operations rely to determine if they will function properly with respect to
dates in the year 2000 and beyond. These activities are designed to ensure that
there is no adverse effect on the Fund's core business operations. While
Integrity Capital Advisors believes its planning efforts are adequate to address
its year 2000 concerns, there can be no guarantee that the systems of other
companies on which the Fund's operations rely will be converted on a timely
basis and will not have a material effect on the Fund.

13
<PAGE>

Select Ten Plus Fund, LLC's shares are sold only to separate accounts of
National Integrity Life Insurance Company as an investment medium for its
variable annuity contracts.

More information about Select Ten Plus Fund, LLC is available in its Statement
of Additional Information (SAI). The SAI is incorporated by reference into this
prospectus. To obtain a copy of the SAI free of charge, or to request other
information, please contact Select Ten Plus Fund by telephone at 1-800-325-8583
or by mail at 515 West Market Street, 8th Floor, Louisville, Kentucky 40202.

You can review and copy information about Select Ten Plus Fund, LLC at the SEC's
Public Reference Room in Washington, D.C. For hours of operation of the Public
Reference Room, please call 1-800-SEC-0330. You may also obtain information
about Select Ten Plus Fund, LLC on the SEC's internet site at
http://www.sec.gov, or, upon payment of a duplicating fee, by writing the SEC's
Public Reference Section, Washington, D.C. 20459-6009.

Select Ten Plus Fund, Investment Company Act File No. 811-________.

<PAGE>
SELECT TEN PLUS FUND, LLC

Statement of Additional Information
______________, 1998

TABLE OF CONTENTS

PAGE

<S> <C>
Section 1 -- The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2 -- Investment Restrictions and Policies . . . . . . . . . . . . . . 2
Section 3 -- Management of the Fund . . . . . . . . . . . . . . . . . . . . . 4
Section 4 -- Investment Advisory and Other Services . . . . . . . . . . . . . 7
Section 5 -- Portfolio Transactions and Brokerage . . . . . . . . . . . . . . 9
Section 6 -- Purchase, Redemption, and Pricing of Shares. . . . . . . . . . .11
Section 7 -- Taxation of the Fund . . . . . . . . . . . . . . . . . . . . . .12
Section 8 -- Calculation of Performance Data. . . . . . . . . . . . . . . . .12
Section 9 -- Financial Statements . . . . . . . . . . . . . . . . . . . . . .16
</TABLE>

This Statement of Additional Information (SAI) is not a prospectus. It should
be read in conjunction with the prospectus for the Select Ten Plus Fund, LLC
dated ____________, 1998. A copy of the prospectus is available at no charge by
writing to the Fund at 515 West Market Street, 8th Floor, Louisville, Kentucky
40202, or by calling 1-800-325-8583.

<PAGE>

SECTION 1 -- THE FUND

The Select Ten Plus Fund, LLC is a non-diversified, open-end management
investment company organized on September 30, 1998, in Delaware as a limited
liability company.

SECTION 2 -- INVESTMENT RESTRICTIONS AND POLICIES

INVESTMENT RESTRICTIONS

The following are the Separate Account Portfolios' fundamental investment
restrictions which cannot be changed without approval of the shareholders.

Each Portfolio may not:

1. Issue senior securities, except as permitted under the Investment Company
Act of 1940 (1940 ACT).

2. Borrow money, except that each Portfolio may borrow up to 5% of its total
assets (not including the amount borrowed) from a bank for temporary or
emergency purposes (but not for leverage or the purchase of investments).

3. Act as an underwriter of another issuer's securities, except to the extent
that the Portfolios may be deemed to be an underwriter within the meaning
of the Securities Act of 1933 in connection with the purchase and sale of
portfolio securities.

4. Make loans if, as a result, more than 33 1/3% of that Portfolio's total
assets would be lent to other persons, except through (i) purchases of debt
securities or other debt instruments, or (ii) engaging in repurchase
agreements.

5. Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prohibit the Portfolios
from purchasing or selling securities or other instruments backed by real
estate or of issuers engaged in real estate activities).

6. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments.

Any change to these restrictions requires a majority vote of the Board of
Managers at a regular meeting or at a special meeting called for that purpose.

The following are the Portfolios' non-fundamental operating policies which
may be changed by the Board of Managers without shareholder approval.

2
<PAGE>

Each Portfolio may not:

1. Sell securities short, unless the Portfolio owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short, or
unless it covers such short sale as required by the current rules and
positions of the SEC or its staff.

2. Purchase securities on margin, except that each Portfolio may obtain such
short-term credits as are necessary for the clearance of transactions.

3. Invest in illiquid securities if, as a result of such investment, more than
15% of its net assets would be invested in illiquid securities, or such
other amounts as may be permitted under the 1940 Act.

4. Purchase securities of other investment companies except in compliance with
the 1940 Act and applicable state law.

5. Make any loans other than loans of portfolio securities, except through (i)
purchases of debt securities or other debt instruments, or (ii) engaging in
repurchase agreements.

Except for the fundamental investment restrictions listed above and the
Portfolios' investment objectives, the other investment policies described in
the prospectus and this SAI are not fundamental and may be changed with the
approval of the Portfolios' Managers. Unless noted otherwise, if a percentage
restriction is adhered to at the time of investment, a later increase or
decrease in percentage resulting from a change in the Portfolios' assets (I.E.,
due to cash inflows or redemptions) or in market value of the investment or the
Portfolios' assets will not constitute a violation of that restriction.

INVESTMENT POLICIES AND TECHNIQUES

The following information supplements the discussion of the Portfolios'
investment objective and strategy found in the prospectus in Section 1,
"Risk/Return Summary," and Section 2, "The Fund."

LENDING OF PORTFOLIO SECURITIES. Each Portfolio is authorized to lend up to
33 1/3% of the total value of its portfolio securities to broker-dealers or
institutional investors that the investment adviser and sub-adviser deem
qualified, but only when the borrower maintains with the Portfolios' custodian
bank collateral either cash or money market instruments in an amount at least
equal to the market value of the securities loaned, plus accrued interest and
dividends, determined on a daily basis and adjusted accordingly. Although each
Portfolio is authorized to lend, the Portfolios do not presently intend to
engage in lending. In determining whether to lend securities to a particular
broker-dealer or institutional investor, the investment adviser and sub-adviser
will consider, and during the period of the loan will monitor, all relevant
facts and circumstances, including the creditworthiness of the borrower. The
Portfolios will retain

3
<PAGE>

authority to terminate any loans at any time. The Portfolios may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or money market
instruments held as collateral to the borrower or placing broker. The
Portfolios will receive reasonable interest on the loan or a flat fee from the
borrower and amounts equivalent to any dividends, interest or other
distributions on the securities loaned. The Portfolios will retain record
ownership of loaned securities to exercise beneficial rights, such as voting and
subscription rights and rights to dividends, interest or other distributions,
when retaining such rights is considered to be in the Portfolios' interest.

REPURCHASE AGREEMENTS. The Portfolios may enter into repurchase agreements with
certain banks or non-bank dealers. In a repurchase agreement, a Portfolio buys a
security at one price, and at the time of sale, the seller agrees to repurchase
the obligation at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement, thereby, determines the yield during the
purchaser's holding period, while the seller's obligation to repurchase is
secured by the value of the underlying security. The investment adviser and
sub-adviser will monitor, on an ongoing basis, the value of the underlying
securities to ensure that the value always equals or exceeds the repurchase
price plus accrued interest. Repurchase agreements could involve certain risks
in the event of a default or insolvency of the other party to the agreement,
including possible delays or restrictions upon the Portfolios' ability to
dispose of the underlying securities. Although no definitive creditworthiness
criteria are used, the investment adviser reviews the creditworthiness of the
banks and non-bank dealers with which any Portfolio enters into repurchase
agreements to evaluate those risks. The Portfolios may, under certain
circumstances, deem repurchase agreements collateralized by U.S. government
securities to be investments in U.S. government securities.

SECTION 3 -- MANAGEMENT OF THE FUND

The Fund is governed by four Managers. The Managers are responsible for
overseeing the management of the Fund's business and affairs and play a vital
role in protecting the interests of its holders. Among other things, the
Managers approve and review the Fund's contracts and other arrangements and
monitor Fund operations. The names, addresses, and ages of the Managers and
officers of the Fund, together with information as to their principal business
occupations during the past five years, are set forth below.

4
<PAGE>

Name, Age, and Address of Manager Principal Occupation(s) During Past 5 Years
- --------------------------------- -------------------------------------------
<S> <C>
John R. Lindholm (49)* President of Integrity and Vice President-Chief
515 West Market Street Marketing Officer of National Integrity since
Louisville, KY 40202 November 26, 1993; Executive Vice President-Chief
Marketing Officer of ARM Financial Group, Inc.
since July 27, 1993; since March 1992 Chief
Marketing Officer of Analytical Risk Management L.P.
From June 1990 to February 1992, Chief Marketing
Officer and a Managing Director of the ICH Capital
Management Group, ICH Corporation, Louisville,
Kentucky; prior thereto, Chief Marketing Officer
and Managing Director for Capital Holding
Corporation's Accumulation and Investment Group.
Director of the mutual funds in the State Bond Group
of mutual funds from June 1995 to December 1996.

John Katz (59) Investment banker since January 1991; Chairman and
10 Hemlock Road Chief Executive Officer, Sam's Restaurant Group, Inc.
Hartsdale, NY 10530 (a restaurant holding company), from June 1991 to
August 1992; Executive Vice President (from January
1989 to January 1991) and Senior Vice President
(from December 1985 to January 1989), Equitable
Investment Corporation (an indirect wholly-owned
subsidiary of The Equitable Life Assurance Society
of the United States, through which it owned and
managed its investment operations). Director of
the mutual funds in the State Bond Group of mutual
funds from June 1995 to December 1996.

William B. Faulkner (70) Director since November 1996, President, William
240 East Plato Blvd. Faulkner & Associates (business and institutional
St. Paul, MN 55107 adviser), since 1986; Consultant to American Hoist
& Derrick Company (construction equipment
manufacturer), from 1986 to 1989; prior thereto,
Vice President and Assistant to the President,
American Hoist & Derrick Company. Director of the
mutual funds in the State Bond Group of mutual funds
from June 1995 to December 1996.

Chris LaVictoire Mahai (42) President, clavm, inc. (a firm that provides
425 Portland Avenue consulting, project management and infomediary
Minneapolis, MN 55488 services to organizations interested in creating
and implementing innovative business, community
and marketplace strategies and initiatives);
Poynter Fellow, the Poynter Institute for Media
Studies; Board Member (Cowles Media) Star Tribune
Foundation, from September, 1992 to June, 1998;
Senior Vice President, Cowles Media
Company/Star Tribune, from August, 1993 to
June 1998; Director of the mutual funds in
the State Bond Group of mutual funds, June
1984 to December 1996.
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
Name, Age, and Address of Officer Principal Occupation(s) During Past 5 Years
- --------------------------------- -------------------------------------------
<S> <C>
John R. Lindholm (49) Chairman of the Board of Select Ten Plus Fund,
515 West Market Street LLC. Director of ARM since April 1998; President-
Louisville, KY 40202 Retail Business Division of ARM since January
1997; President of Integrity since November 1993;
President of National Integrity since September
1997; Executive Vice President- Chief Marketing
Officer of ARM Financial Group, Inc., since July
1993; Director of the mutual funds in the State
Bond Group of mutual funds, June 1995 to December
1996.

Edward J. Haines (51) Senior Vice-President of Marketing for ARM
515 West Market Street Financial Group since December, 1993.
Louisville, KY 40202

Kevin L. Howard (34) Secretary of Select Ten Plus Fund, LLC. Assistant
515 West Market Street general counsel of ARM Financial Group since
Louisville, KY 40202 January, 1994; Assistant General Counsel of
Capital Holding Corporation from 1992 until
Janury, 1994.

Barry G. Ward (37) Controller of Select Ten Plus Fund, LLC.
Controller of ARM Financial Group since June,
1996; Accounting Officer of ARM from October, 1993
until June, 1996; Audit Manager for Ernst & Young,
LLP from January, 1989 until October, 1993.

Peter S. Resnik (38) Treasurer of Select Ten Plus Fund, LLC. Treasurer
of ARM Financial Group since December, 1992;
Financial Executive of Capital Holding Corporation
from June, 1986 until July, 1992.

Michael A. Cochran (39) Tax Officer of Select Ten Plus Fund, LLC. Tax
Director of ARM Financial Group since October,
1997; Tax Executive for Ernst & Young, LLP from
July, 1984 until October, 1997.
</TABLE>

6
<PAGE>

* Mr. Lindholm is an interested person as defined in the 1940 Act by virtue
of his position with ARM Financial Group, Inc.

The Fund pays Managers who are not interested persons of the Fund fees for
serving as Managers. Because the Fund is not yet operational, no fees have been
paid to the Managers under this provision. The estimate of fees to be paid to
Managers who are not interested persons of the Fund is $1,000.00 per year,
exclusive of expenses. Because the investment adviser and the sub-adviser
perform substantially all of the services necessary for the operation of the
Fund, the Fund requires no employees. No officer, director or employee of
Integrity Life Insurance Company, National Integrity Life Insurance Company, the
investment adviser or the sub-adviser receives any compensation from the Fund
for acting as a Manager.

The following table sets forth for the fiscal year ending December 31, 1999, the
estimated compensation to be paid by the Fund to the non-interested Managers.
Managers who are interested persons, as defined in the 1940 Act, receive no
compensation from the Fund.

Estimated
Aggregate Pension or Retirement Annual Total Compensation
Compensation Benefits Accrued as Benefits Upon From Fund Paid
Name of Manager From Fund Part of Fund Expense Retirement to Managers
--------------- --------- -------------------- ---------- -----------
<S> <C> <C> <C> <C>
William B. Faulkner $1,000.00 None N/A $1,000.00

John Katz $1,000.00 None N/A $1,000.00

Chris L. Mahai $1,000.00 None N/A $1,000.00
</TABLE>

As of September 30, 1998, the Managers and officers of the Fund as a group,
owned less than 1% of the outstanding membership interests of the Fund.

The Managers are also members of the Board of Managers of Separate Account Ten
of Integrity Life Insurance company, a management investment company, and of the
Board of Directors of The Legends Fund, Inc., an open-end management investment
company, both of which have the same investment adviser as the Fund.

SECTION 4 -- INVESTMENT ADVISORY AND OTHER SERVICES

THE INVESTMENT ADVISER

Integrity Capital Advisors Inc. serves as the investment adviser to the Fund
pursuant to an investment advisory agreement. Integrity Capital Advisors is a
wholly owned subsidiary of ARM Financial Group, Inc. and is registered as an
investment adviser under the Investment

7
<PAGE>

Advisers Act of 1940. Its offices are located at 515 West Market Street,
Louisville, Kentucky 40202.

Subject to the direction of the Board of Managers, Integrity Capital Advisors is
responsible for providing all supervisory and management services reasonably
necessary for the Fund's operation, other than those investment advisory
services performed by the sub-adviser. These services include, but are not
limited to:

(i) coordinating all matters relating to the functions of the
sub-adviser, custodian, accountants, attorneys, and other parties
performing services or operational functions for the Fund;

(ii) providing the Fund, at Integrity Capital Advisor's expense, with
the services of a sufficient number of persons competent to
perform such administrative and clerical functions as are
necessary to provide effective supervision and administration of
the Fund;

(iii) making its officers and employees available to the Managers of
the Fund for consultation and discussions regarding the
supervision and administration of the Fund;

(iv) maintaining or supervising the maintenance by the sub-adviser or
third parties approved by the Fund of such books and records as
may be required by applicable federal or state law;

(v) preparing or supervising the preparation by third parties
approved by the Fund of all federal, state and local tax returns
and reports of the Fund required by applicable law;

(vi) preparing and arranging for the filing of such registration
statements and other documents with the SEC and other federal and
state regulatory authorities as may be required by applicable
law;

(vii) taking such other action with respect to the Fund as may be
required by applicable law, including without limitation, the
rules and regulations of the SEC and other regulatory agencies;
and

(viii) providing the Fund, at Integrity Capital Advisor's expense, with
adequate personnel, office space, communications facilities, and
other facilities necessary for its operations as contemplated in
the investment advisory agreement.

Other responsibilities of Integrity Capital Advisors are described in the
prospectus. Integrity Capital Advisors is authorized to exercise full
investment discretion and make all

8
<PAGE>

determinations with respect to the investment of the Portfolios' assets and the
purchase and sale of securities for the Portfolios in the event that at any time
a sub-adviser is not engaged to manage the assets of the Portfolios. In such
event, Integrity Capital Advisors will be entitled to, in addition to its usual
compensation for services as investment adviser, the fee that would otherwise be
paid to the sub-adviser.

The Portfolios pay Integrity Capital Advisors a monthly fee based on an annual
rate of .50% of the Portfolio's average daily net assets. Integrity Capital
Advisors will pay a portion of those fees to National Asset Management
Corporation for its services as sub-adviser to the Fund.

Integrity Capital Advisors has agreed to reimburse the Portfolios for operating
expenses (excluding management fees) which exceed an annual rate of .35% of
average net assets of the Portfolios. Integrity Capital Advisors has reserved
the right to withdraw or modify its policy of expense reimbursement for the
Portfolios, but has no current intention of doing so.

THE SUB-ADVISER

National Asset Management Corporation ("National Asset") serves as the
sub-adviser to the Portfolios and in that capacity provides investment advisory
services for the Portfolios, including security selection. Subject to the
supervision of the Board of Managers and Integrity Capital Advisors, National
Asset will provide a continuous investment program for the Portfolios and will
determine the composition of each Portfolio's assets, including determinations
with respect to the purchase, retention and sale of securities, cash and other
investments contained in the Portfolio's portfolio. National Asset will also
provide investment research and conduct a continuous program of evaluation,
investment, sales and reinvestment of the Portfolios' assets. National Asset
will receive a monthly fee for its services based on an annual rate of .10% of
each Portfolio's average daily net assets up to $100 million and .05% of each
Portfolio's average daily net assets in excess of $100 million. Integrity
Capital Advisers has guaranteed a minimum sub-advisory fee of $25,000 to
National Asset during the Portfolios' first year of operations.

CUSTODIAN

Investors Fiduciary Trust Company, 801 Pennsylvania Avenue, Kansas City,
Missouri 64105, is the Fund's custodian and is responsible for safeguarding its
cash and securities. The shares are held in book-entry form.

INDEPENDENT AUDITOR

Ernst & Young LLP, Suite 2100, 400 West Market Street, Louisville, Kentucky
40202, serves as the Fund's independent auditor. On an annual basis, Ernst &
Young LLP will audit certain

9
<PAGE>

financial statements prepared by management and express an opinion on such
financial statements based on its audit.

SECTION 5 - PORTFOLIO TRANSACTIONS AND BROKERAGE

Investment decisions for the Portfolios are made by National Asset, subject to
the supervision of the Board of Managers and Integrity Capital Advisors.
National Asset has investment advisory clients other than the Portfolios. A
particular security may be bought or sold by National Asset for certain clients
even though it could have been bought or sold for other clients at the same
time. In the event that two or more clients simultaneously purchase or sell the
same security, each day's transactions in such security are, insofar as
possible, allocated between such clients in a manner deemed fair and reasonable
by National Asset. Although there is no specified formula for allocating such
transactions, the various allocation methods used by National Asset, and the
results of such allocations, are subject to the periodic review by Integrity
Capital Advisors and the Managers.

National Asset places all orders for the purchase and sale of securities,
options, and futures contracts for the Portfolios through a substantial number
of brokers and dealers. In executing transactions, National Asset will attempt
to obtain the best execution for the Portfolios taking into account such factors
as price (including the applicable brokerage commission or dollar spread), size
of order, the nature of the market for the security, the timing of the
transaction, the reputation, experience and financial stability of the
broker-dealer involved, the quality of the service, the difficulty of execution
and operational facilities of the firms involved, and the firm's risk in
positioning a block of securities. In transactions on stock exchanges in the
United States, payments of brokerage commissions are negotiated. In effecting
purchases and sales of securities in transactions on U.S. stock exchanges for
the Portfolios, National Asset may pay higher commission rates than the lowest
available when National Asset believes it is reasonable to do so in light of the
value of the brokerage and research services provided by the broker effecting
the transaction, as described below. In the case of securities traded on the
over-the-counter markets, there is generally no stated commission, but the price
includes an undisclosed commission or markup.

It has for many years been a common practice in the investment advisory business
for advisers of investment companies and other institutional investors to
receive research services from broker-dealers who execute portfolio transactions
for the clients of such advisers. Consistent with this practice, National Asset
may receive research services for the Portfolios from many of the broker-dealers
with whom National Asset places the Portfolio's portfolio transactions. These
services, which in some cases may also be purchased for cash, include such
matters as general economic and security market reviews, industry and company
reviews, evaluations of securities and recommendations as to the purchase and
sale of securities. Some of these services may be of value to National Asset
and its affiliates in advising its various clients, including the Portfolios,
although not all of these services are necessarily useful and of value

10
<PAGE>

in managing the Portfolios. The sub-advisory fee paid by Integrity Capital
Advisors to National Asset is not reduced because National Asset and its
affiliates receive such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934,
National Asset may cause the Portfolios to pay a broker-dealer a disclosed
commission for effecting a securities transaction for the Portfolios in
excess of the commission which another broker-dealer would have charged for
effecting that transaction in recognition of the value of the "brokerage and
research services" provided by the broker-dealer. Brokerage and research
services include (i) furnishing advice as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities, (ii)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts, and (iii) effecting securities transactions and performing
functions incidental thereto (E.G., clearance, settlement, and custody).

National Asset may place orders for the purchase and sale of exchange-listed
portfolio securities with a broker-dealer that is an affiliate of National Asset
where, in the judgment of National Asset, such firm will be able to obtain a
price and execution at least as favorable as other qualified brokers. Pursuant
to rules of the SEC, a broker-dealer that is an affiliate of the investment
adviser or sub-adviser, or, if it is also a broker-dealer, the sub-adviser, may
receive and retain compensation for effecting portfolio transactions for an
account on a national securities exchange of which the broker-dealer is a member
if the transaction is executed on the floor of the exchange by another broker
that is not an associated person of the affiliated broker-dealer or sub-adviser,
and if there is in effect a written contract between the sub-adviser and the
account expressly permitting the affiliated broker-dealer or sub-adviser to
receive and retain such compensation. The sub-advisory agreement provides that
National Asset may retain compensation on transactions effected for the
Portfolios in accordance with the terms of these rules.

SEC rules further require that commissions paid to such an affiliated
broker-dealer or sub-adviser by the account on exchange transactions not exceed
"usual and customary brokerage commission." The rules define usual and
customary commissions to include amounts which are "reasonable and fair compared
to the commission, fee or other remuneration received or to be received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time."

SECTION 6 - PURCHASE, REDEMPTION, AND PRICING OF SHARES

The separate accounts of National Integrity Life Insurance Company may purchase
and redeem shares of each Portfolio on each day the New York Stock Exchange
(NYSE) is open for trading based on, among other things, the amount of premium
payments to be invested and surrendered and transfers to be effected on that day
pursuant to the relevant variable annuity

11
<PAGE>

contracts.

The Fund may suspend redemption privileges or postpone the date of payment
during the following periods:

(1) when the NYSE is closed (other than customary weekend or holiday
closings);

(2) when trading on the NYSE is restricted or an emergency exists as
determined by the SEC, so that disposal of the Fund's investments or
determination of net asset value is not reasonably practicable; or

(3) for such other periods as the SEC, by order, may otherwise permit.

The net asset value of the shares of each Portfolio will be determined on each
day the NYSE is open for trading. The net assets are valued as of the close of
business of the NYSE, which currently is 4:00 p.m., Eastern time. Each
Portfolio's net asset value per share is calculated separately by dividing the
value of the securities held by the Portfolio plus any cash or other assets,
less its liabilities, by the number of outstanding shares. Equity securities
are valued each day at the close of business of the NYSE. Money market
securities are valued using the amortized cost method of valuation which
approximates market value. Under this method of valuation, the difference
between the acquisition cost and value at maturity is amortized by assuming a
constant (straight-line) accretion of a discount or amortization of a premium to
maturity. Cash, receivables and current payables are generally carried at their
face value.

SECTION 7 - TAXATION OF THE FUND

The Fund is not a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). However, as a limited
liability company whose membership interests are sold only to National Integrity
Life Insurance Company, the Fund is disregarded as an entity for purposes of
federal income taxation. The Fund does not pay federal income tax on its
interest income, dividend income and capital gains. Instead, National Integrity
Life Insurance Company, through its separate accounts, is treated as owning the
assets of the Fund directly and its tax obligations thereon are computed
pursuant to Subchapter L of the Code. Moreover, under current tax law, interest
income, dividend income and capital gains of the Fund are not currently taxable
to National Integrity Life Insurance Company or to variable annuity contract
owners when left to accumulate within a variable annuity contract. Tax
disclosure relating to variable annuity contracts that offer the Fund as an
underlying investment is contained in the prospectuses for those contracts.

SECTION 8 - CALCULATION OF PERFORMANCE DATA

Each Portfolio may from time to time include the total return and yield of its
shares in advertisements or in other information furnished to contract holders.
Performance information

12
<PAGE>

is computed separately for each Portfolio in accordance with the formulas
described below. At any time in the future, total return and yields may be
higher or lower than in the past and there can be no assurance that any
historical results will continue. Any statement of a Portfolio's performance
will also disclose the performance of the separate account funding the variable
annuity contracts which invest in the Fund.

TOTAL RETURNS

Total returns reflect all aspects of a Portfolio's return, including the
automatic reinvestment by the Portfolio of all distributions. Quotations also
will assume a redemption at the end of the particular period.

Non-standardized total return will be calculated in a similar manner except that
total return will assume an initial investment of $60,000 instead of $1,000 and
will be calculated for a 3 year period as well as 1, 5, and 10 years (up to the
life of the Portfolio). An assumed initial investment of $60,000 will be used
because that figure more closely approximates the size of a typical contract
than does the $1,000 figure used in calculating the standardized average annual
total return quotations.

AVERAGE ANNUAL TOTAL RETURNS are calculated by determining the growth or decline
in the value of a hypothetical historical investment in a Portfolio over certain
periods, including 1, 5, and 10 years (up to the life of the Portfolio), and
then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. Investors should realize that the Portfolio's
performance is not constant over time, but changes from year to year, and that
the average annual returns represent the averages of historical figures as
opposed to the actual historical performance of a Portfolio during any portion
of the period illustrated. Average annual returns are calculated pursuant to
the following formula:

n
P(1+T) = ERV

where P is a hypothetical initial payment of $1,000, T is the average annual
total return, n is the number of years, and ERV is the redemption value at the
end of the period.

CUMULATIVE TOTAL RETURNS are unaveraged and reflect the simple percentage change
in the value of a hypothetical investment in a Portfolio over a stated period of
time. In addition to the period since inception, cumulative total returns may be
calculated on a year-to-date basis at the end of each calendar month in the
current calendar year. The last day of the period for year-to-date returns is
the last day of the most recent calendar month at the time of publication.

13
<PAGE>

YIELD

The Portfolios may advertise yields. Yields quoted in advertising reflect the
change in value of a hypothetical investment in a Portfolio over a stated period
of time, not taking into account capital gains or losses. Yields are annualized
and stated as a percentage.

PERFORMANCE COMPARISONS

Each Portfolio may from time to time include in reports and advertising the
ranking of its performance figures relative to such figures for groups of mutual
funds categorized by Lipper Analytical Services (LIPPER) as having the same or
similar investment objectives or by similar services that monitor the
performance of mutual funds. Each Portfolio may also from time to time compare
its performance to average mutual fund performance figures compiled by Lipper in
LIPPER PERFORMANCE ANALYSIS. Advertisements or information furnished to present
contract owners or prospective investors may also include evaluations of a
Portfolio published by nationally recognized ranking services and by financial
publications that are nationally recognized such as BARRON'S, BUSINESS WEEK, CDA
TECHNOLOGIES, INC., CHANGING TIMES, CONSUMER'S DIGEST, DOW JONES INDUSTRIAL
AVERAGE, FINANCIAL PLANNING, FINANCIAL TIMES, FINANCIAL WORLD, FORBES, FORTUNE,
GLOBAL INVESTOR, HULBERT'S FINANCIAL DIGEST, INSTITUTIONAL INVESTOR, INVESTORS
DAILY, MONEY, MORNINGSTAR MUTUAL FUNDS, THE NEW YORK TIMES, PERSONAL INVESTOR,
STANGER'S INVESTMENT ADVISER, VALUE LINE, THE WALL STREET JOURNAL, WIESENBERGER
INVESTMENT COMPANY SERVICE, and USA TODAY.

The performance figures described above may also be used to compare the
performance of a Portfolio's shares against certain widely recognized standards
or indices for stock and bond market performance. The following are the indices
against which the Portfolios may compare performance:

The Standard & Poor's Composite Index of 500 Stocks (S&P 500) is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of 500 stocks relative to the base period 1941-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the NYSE,
although the common stocks of a few companies listed on the American Stock
Exchange or traded OTC are included. The 500 companies represented include 381
industrial, 37 utility, 11 transportation and 71 financial services concerns.
The S&P 500 represents about 80% of the market value of all issues traded on
the NYSE.

The Dow Jones Composite Average (or its component averages) is an unmanaged
index composed of 30 blue-chip industrial corporation stocks (Dow Jones
Industrial Average), 15 utilities company stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividends.

The NYSE composite or component indices are unmanaged indices of all industrial,
utilities, transportation and finance company stocks listed on the NYSE.

14
<PAGE>

The Wilshire 5000 Equity Index (or its component indices) represents the return
of the market value of all common equity securities for which daily pricing is
available. Comparisons of performance assume reinvestment of dividends.

The Morgan Stanley Capital International EAFE Index is an arithmetic, market
value-weighted average of the performance of over 900 securities on the stock
exchanges of countries in Europe, Australia and the Far East.

The Morgan Stanley Capital International World Index is an arithmetic, market
value-weighted average of the performance of over 1,470 securities listed on the
stock exchanges of countries in Europe, Australia, the Far East, Canada and the
United States.

The National Association of Securities Dealers Automated Quotation System
(NASDAQ) Composite Index covers 4,500 stocks traded over the counter. It
represents many small company stocks but is heavily influenced by about 100 of
the largest NASDAQ stocks. It is a value-weighted index calculated on price
change only and does not include income.

The NASDAQ Industrial Index is composed of more than 3,000 industrial issues.
It is a value-weighted index calculated on price change only and does not
include income.

The Value Line (Geometric) Index is an unweighted index of the approximately
1,700 stocks followed by the VALUE LINE INVESTMENT SURVEY.

The 50/50 Index assumes a static mix of 50% of the S&P 500 and 50% of the Lehman
Brothers Government/Corporate Bond Index.

Other Composite Indices: 70% S&P 500 and 30% NASDAQ Industrial Index; 35% S&P
500 and 65% Salomon Brothers High Grade Bond Index; and 65% S&P 500 and 35%
Salomon Brothers High Grade Bond Index.

The Russell 2000/Small Stock Index comprises the smallest 2000 stocks in the
Russell 3000 Index, and represents approximately 11% of the total U.S. equity
market capitalization. The Russell 3000 Index comprises the 3,000 largest U.S.
companies by market capitalization. The smallest company has a market value of
roughly $20 million.

The Russell 2500 Index is comprised of the bottom 500 stocks in the Russell 1000
Index which represents the universe of stocks from which most active money
managers typically select; and all the stocks in the Russell 2000 Index. The
largest security in the index has a market capitalization of approximately 1.3
billion.

The Consumer Price Index (or Cost of Living Index), published by the United
States Bureau of Labor Statistics is a statistical measure of change, over time,
in the price of goods and services in major expenditure groups.

15
<PAGE>

STOCKS, BONDS, BILLS AND INFLATION, published by Hobson Associates, presents an
historical measure of yield, price and total return for common and small company
stocks, long-term government bonds, Treasury bills and inflation.

Savings and Loan Historical Interest Rates as published in the United States
Savings & Loan League Fact Book.

Historical data supplied by the research departments of First Boston
Corporation, the J.P. Morgan companies, Salomon Brothers, Merrill Lynch, Pierce,
Fenner & Smith, Shearson Lehman Hutton and Bloomberg L.P.

The MSCI Combined Far East Free ex Japan Index is a market-capitalization
weighted index comprising stocks in Hong Kong, Indonesia, Korea, Malaysia,
Philippines, Singapore and Thailand. Korea is included in the MSCI Combined
Far East Free ex Japan Index at 20% of its market capitalization.

SECTION 9 - FINANCIAL STATEMENTS

No financial statements of the Fund are included because as of the date of this
SAI, the Fund had not yet commenced operations.

<PAGE>

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Certificate of Formation of Select Ten Plus Fund, LLC

(b) Operating Agreement (Rules and Regulations) of Select Ten Plus
Fund, LLC

(d)(1) Form of Management Agreement between Select Ten Plus Fund, LLC
and Integrity Capital Advisors, Inc.

(d)(2) Form of Sub-Advisory Agreement between Integrity Capital
Advisors, Inc. and National Asset Management Corporation

(e) Not applicable

(f) Not applicable

(g) Form of Custody, Recordkeeping and Agency Agreement between
Select Ten Plus Fund, LLC and Investors Fiduciary Trust Company*

(h) Form of Participation Agreement between Select Ten Plus Fund, LLC
and National Integrity Life Insurance Company*

(i) Opinion and Consent of Counsel*

(j) Opinion and Consent of Ernst & Young LLP, Independent Auditors*

(k) Not applicable

(l) Not applicable

(m) Not applicable

(n) Not applicable

(o) Not applicable

* To be filed by Pre-effective Amendment

C-1
<PAGE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

Separate Account II of National Integrity Life Insurance Company (NATIONAL
INTEGRITY) owns all of the outstanding shares of common stock of Registrant.
Shares are voted by National Integrity in accordance with instructions received
from its variable annuity contractowners who allocate contributions to the Fund.

Integrity Life Insurance Company (INTEGRITY), an Ohio stock life
corporation, owns 100% of the voting securities of National Integrity, a New
York stock life corporation. The voting securities of Integrity are 100% owned
by Integrity Holdings, Inc., a Delaware corporation, which is a holding company
engaged in no active business. The voting securities of Integrity Holdings, Inc.
are 100% owned by ARM Financial Group, Inc. (ARM FINANCIAL), a Delaware
corporation, which is a holding company. ARM Financial also owns 100% of the
voting stock of ARM Securities Corp. (ARMSC), a Minnesota corporation, is
registered with the SEC as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. In addition, ARM Financial owns 100% of
the stock of Integrity Capital (formerly known as ARM Capital Advisors, Inc.), a
New York corporation registered with the SEC as an investment adviser; 100% of
SBM Certificate Company, a Minnesota corporation registered with the SEC as a
face amount certificate company; and 100% of ARM Transfer Agency, Inc., a
Delaware corporation.

In June 1997, ARM Financial completed an initial public offering (the
"IPO") of 9.2 million shares of common stock, of which 5.75 million shares were
sold by ARM Financial and 3.45 million shares were sold by investment funds
sponsored by Morgan Stanley, Dean Witter, Discover & Co. (the "MSDW Funds").
Following the IPO, the MSDW Funds owned in the aggregate approximately 53% of
the outstanding shares of common stock of ARM Financial. On May 8, 1998, the
MSDW Funds sold their entire remaining interest in ARM Financial pursuant to a
secondary public offering of shares of common stock. As a result, ARM Financial
is 100% publicly owned.

ITEM 25. INDEMNIFICATION

ARTICLES OF ORGANIZATION OF THE FUND. The Articles of Organization of the
Fund provide in substance that no director or officer of the Fund shall be
liable to the Fund or its shareholders for money damages, unless the director or
officer is subject to liability by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties in the conduct of his or her
office.

RULES AND REGULATIONS OF THE FUND. The Rules and Regulations of the Fund
provide for the indemnification of present and former officers and directors of
the Fund against liability by reason of service to the Fund, unless the officer
or director is subject to liability by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office (DISABLING CONDUCT). No indemnification shall be made to an
officer or director unless there has been a final adjudication on the merits, a
dismissal of a proceeding for insufficiency of evidence of Disabling Conduct, or
a reasonable determination has been made that no Disabling Conduct occurred.
The Fund may advance payment of expenses only if the officer or director to be
indemnified undertakes to repay the advance unless indemnification is made and
if one of the following applies: the officer or director provides a security
for his or her undertaking, the Fund is insured against losses from any lawful
advances, or a reasonable determination has been made that there is reason to
believe the officer or director ultimately will be entitled to indemnification.

C-2
<PAGE>

INSURANCE. The directors and officers of the Fund and Integrity Capital,
as investment adviser, are insured under a policy issued by American
International Specialty Lines Insurance Company. The annual limit on such
policy is $2 million.

BY-LAWS OF INTEGRITY CAPITAL. The By-Laws of Integrity Capital provide for
the indemnification by Integrity Capital of directors and officers of Integrity
Capital and of any person serving at the request of Integrity Capital as a
director or officer of another corporation and permits the payment of expenses
for covered persons. Thus, the officers and directors of the Fund and Integrity
Capital are indemnified by Integrity Capital for their services in connection
with the Fund to the extent set forth in the By-Laws.

Integrity Capital's By-Laws provide, in Article IX, as follows:

Section 9.01 INDEMNIFICATION. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which Court of Chancery or such other court shall deem
proper.

(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 9.01(a) and
(b) of these By-laws, or in defense of any claim, issue or matter

C-3
<PAGE>

therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under Section 9.01(a) and (b) of these
By-laws (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in Section 9.01(a) and (b) of these By-laws. Such
determination shall be made (i) by the Board by a majority vote of a
quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (iii) by the
stockholders of the Corporation.

(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation pursuant to this Article IX. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board deems
appropriate.

(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, other Sections of this Article IX shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
law, by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in an official capacity and
as to action in another capacity while holding such office.

(g) For purpose of this Article IX, references to "the Corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, employees or agents so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article
IX with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate
existence had continued.

(h) For purposes of this Article IX, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on,
or involves service by, such director, officer, employee or agent with
respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit

C-4
<PAGE>

plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article IX.

(i) In indemnification and advancement of expenses provided by, or
granted pursuant to, this Article IX shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.

Section 9.02 INSURANCE FOR INDEMNIFICATION. The Corporation may
purchase and maintain insurance on behalf of or for any person who is
or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of
Section 145 of the General Corporation Law.

AGREEMENTS. The Fund, including each director, officer and controlling
person of the Fund, is entitled to indemnification against certain liabilities
as described in Article VIII of the Participation Agreement filed as Exhibit (h)
to this Registration Statement, except that the Fund may not indemnify
directors, officers and controlling persons who are affiliated persons, as
defined in Section 2(a)(3) of the 1940 Act.

UNDERTAKING

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Integrity Capital Advisors, Inc., the Fund's investment adviser, is a
registered investment adviser providing individual discretionary investment
management services and investment advisory services to various categories of
institutional and individual clients. The names of the officers and directors
of Integrity Capital and their business activities during the past two fiscal
years, are set forth below. The principal business address of ARM Financial, the
parent of Integrity Capital, is 515 W. Market Street, 8th Floor, Louisville,
Kentucky 40202.

C-5
<PAGE>

NAME BUSINESS ACTIVITIES IN PAST TWO FISCAL YEARS
---- --------------------------------------------

Martin H. Ruby Chairman of the Board and Chief Executive Officer of
Integrity Capital and ARM Financial since February 1998;
Co-Chairman of the Board and Co-Chief Executive Officer
of Integrity Capital since October 1994; Co-Chief
Executive Officer and a director of ARM Financial since
July 15, 1993.

Peter S. Resnik Treasurer of Integrity Capital since October 1994;
Treasurer of ARM Financial since December 1993.

Michael A. Cochran Tax Officer of Integrity Capital and ARM Financial since
October 1997; Senior Manager and Principal of Ernst &
Young LLP (and its predecessors) from 1984 - 1997.

Barry G. Ward Chief Financial Officer and Controller of Integrity
Capital since March 1996; Controller and Chief Financial
Officer of ARM Financial since October 1993.

OFFICERS AND PARTNERS OR DIRECTORS OF THE SUB-ADVISER: The names of the
officers and partners or directors of National Asset Management Corporation, and
their business activities during the past two fiscal years, are incorporated
herein by reference to their respective Form ADVs, as amended to the date of
their most recent filing with the Securities and Exchange Commission (SEC), as
set forth below:

National Asset Management Corporation: Form ADV dated March 27, 1998, SEC File
No. 801-14666

Integrity Capital Advisors, Inc.: Form ADV dated February 27, 1998, SEC File No.
801-47942

ITEM 27. PRINCIPAL UNDERWRITERS

Not applicable.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The records required to be maintained by Section 31 (a) of the Investment
Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are
maintained by ARM Financial, parent of Integrity Capital, at its offices at 515
W. Market Street, 8th Floor, Louisville, Kentucky 40202, or with the Fund's
custodian, Investors Fiduciary Trust Company, at its offices at 127 West Tenth
Street, Kansas City, Missouri 64105.

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable.

C-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Louisville, State of Kentucky on this 23rd day of December, 1998.

SELECT TEN PLUS FUND, LLC
(Registrant)

By: /s/ Edward Haines
---------------------
Edward Haines
Title: President

Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:

SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Edward Haines President
- ------------------------------ (Principal Executive Officer) December 23, 1998
Edward Haines

/s/ Peter Resnik Treasurer
- ------------------------------ (Principal Financial Officer) December 23, 1998
Peter Resnik

/s/ Barry G. Ward Controller
- ------------------------------ (Principal Accounting Officer) December 23, 1998
Barry G. Ward

/s/ William B. Faulkner Director December 23, 1998
- ------------------------------
William B. Faulkner

/s/ John Katz Director December 23, 1998
- ------------------------------
John Katz

/s/ John R. Lindholm Director December 23, 1998
- ------------------------------
John R. Lindholm

/s/ Chris LaVictoire Mahai Director December 23, 1998
- ------------------------------
Chris LaVictoire Mahai
</TABLE>

C-7

<PAGE>

Exhibit (a)

CERTIFICATE OF FORMATION

SELECT TEN PLUS FUND, LLC

The undersigned, an authorized natural person, for the purpose of forming a
limited liability company pursuant to the provisions of the laws of the State of
Delaware, hereby certifies that:

FIRST: The name of the limited liability company (hereinafter the
"limited liability company") is Select Ten Plus Fund, LLC.

SECOND: The address of the registered office of the limited
liability company in the state of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Select Ten Plus Fund, LLC this 30th day of September, 1998.

/s/ Kevin L. Howard
----------------------------------
Kevin L. Howard, Authorized Person

<PAGE>

exhibit (b)
SELECT TEN PLUS FUND, LLC

RULES AND REGULATIONS

ARTICLE I

GENERAL

Section 1. NAME. The name of this limited liability company shall be
Select Ten Plus Fund, LLC. This limited liability company is established and
maintained under the laws of the State of Delaware.

Section 2. OFFICE. The principal office of the Fund shall be at 515 W.
Market Street, Louisville, Kentucky. The Fund also shall have offices at such
other locations as the Board of Managers of the Fund, from time to time, may
determine.

Section 3. PURPOSES. The Fund is a no-load mutual fund consisting of
four separate investment portfolios. The Select Ten Plus portfolios seek total
return by investing in the ten highest yielding common stocks included in the
Dow Jones Industrial Average in equal weights and holding them for twelve
months. At the end of a Portfolio's twelve-month period, the Portfolio
restructures its investment portfolio to invest in the ten stocks with the
highest current dividend yield in the Dow Jones Industrial Average for another
twelve months.

ARTICLE III

BOARD OF MANAGERS

Section 1. MANAGEMENT OF THE FUND. The Board shall have power to
conduct the business of the Fund and carry on the Fund's operations in any and
all of its branches and maintain offices both within and without the State of
Kentucky, and in any and all other states of the United States of America, in
any and all commonwealths, territories, dependencies, colonies, or possessions
of the United States of America, and in any foreign jurisdiction, and to do all
such other things and execute all such instruments as the Board deems necessary,
proper, or desirable in order to promote the interests of the Fund although such
things are not herein specifically mentioned. Any determination as to what is
in the interests of the Fund made by the Board in good faith shall be
conclusive. The powers of the Board may be exercised without order of or resort
to any court.

Section 2. POWERS. The Board shall have the following duties,
responsibilities, and power:

a. To select and approve annually an independent public accountant.

b. To authorize and approve agreements providing for investment
management and advisory services, and related matters, and to approve
the continuance of such an agreement.

c. To authorize and approve agreements providing for sales and
administrative services, and related matters, and to approve the
continuance of such an agreement.
<PAGE>

d. To authorize and approve agreements providing for administrative
services for a Portfolio, and related matters, and to approve the
continuance of such an agreement.

e. To authorize and approve agreements providing for custodian services,
and related matters, and to approve the continuance of such an
agreement.

f. To authorize and approve agreements providing for accounting services
for a Portfolio, and related matters, and to approve the continuance
of such an agreement.

g. To authorize and approve agreements providing for underwriting
services, and related matters, and to approve the continuance of such
an agreement.

h. To authorize and approve any and all other material agreements or
contracts pertaining to the operation of the Fund, including, but not
limited to, fidelity bond premium allocation agreements and joint
account agreements to permit the Portfolios to deposit their daily
uninvested cash balances into a single joint account to be used in
order to enter into joint repurchase agreements, and to approve the
continuance of such agreements or contracts.

i. To recommend from time to time any changes deemed appropriate in the
fundamental investment objective or fundamental investment policies,
practices, or limitations of the Fund or any Portfolio of the Fund,
and to make such changes in those investment policies, practices, and
limitations of the Fund or any Portfolio not requiring approval by the
shareholders as the Board deems appropriate.

j. To supervise the investment of the assets of the Fund and any
Portfolio in accordance with the investment objectives, policies,
practices, and limitations of the Fund and Portfolios, and to review
periodically the investment portfolios of the Fund and the Portfolios
to ascertain that these investment portfolios are being managed in
accordance with the investment objectives, policies, practices, and
limitations of the Fund and the Portfolios, as appropriate, and the
interests of the shareholders, and to take such corrective action as
may be necessary.

k. To enter into such other agreements and to take any and all actions
necessary or proper in connection with the operation and management of
the Fund and the Portfolios and the assets thereof.

l. To delegate such authority as the Board considers desirable to any
officers of the Fund and to any investment adviser, manager,
administrator, custodian, underwriter, or other agent or independent
contractor.

m. To create and establish, and to change in any manner, separate and
distinct Portfolios with separately defined investment objectives and
policies and distinct investment purposes, and to fix the preferences,
voting powers, rights, and privileges of these Portfolios, in
accordance with the provisions of the 1940 Act and other federal
securities laws, and to establish classes of such Portfolios having
relative rights, powers, and duties as the Board may provide
consistent with applicable law.

<PAGE>

n. In general, to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable, or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.

Any action by one or more of the members of the Board in their capacity as
such hereunder shall be deemed an action on behalf of the Fund or the applicable
Portfolio, and not an action in an individual capacity.

Section 3. NUMBER AND TENURE. The initial Board shall consist of four
initial members appointed by the Executive Committee of the Board of Directors
of National Integrity. The number of members of the Board which thereafter
shall constitute the entire Board may be increased or decreased by a vote of a
majority of the entire Board from time to time; provided, that this number shall
not be less than three or more than nine. Each member of the Board shall hold
office until his or her successor is elected and qualified or until his or her
earlier death, resignation, or removal. Members of the Board need not be
shareholders.

Section 4. VACANCIES. Vacancies in the Board for any cause, including
an increase in the authorized number of members of the Board, may be filled by a
majority of the members of the Board then in office, subject to any requirements
under the 1940 Act or other applicable law.

Section 5. PLACE OF MEETINGS. Meetings of the Board may be held at any
place within or without the State of Kentucky, or as the Board may determine.

Section 6. REGULAR MEETINGS. Regular meetings of the Board shall be
held at any time and place fixed by the Board. Notice of a meeting shall be
given by mail, personal delivery, telephone, telefax, telegram, or other means
at any time preceding the meeting. Notice of a meeting of the Board may be
waived before or after any meeting by signed written waiver. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board need
be stated in the notice or waiver of notice of such meeting, and no notice need
be given of action proposed to be taken by written consent. The attendance of a
member at a meeting shall constitute a waiver of notice of such meeting, except
where a member attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.

Section 7. SPECIAL MEETINGS. Special meetings of the Board may be
called at any time by the Chairman of the Board or three or more members of the
Board.

Section 8. QUORUM. A majority of the total number of members of the
Board shall constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than three members. If at any meeting of the
Board there shall be less than a quorum present, a majority of those present may
adjourn the meeting until a quorum shall have been obtained. Except as
otherwise provided by law, or any contract or agreement to which the Fund is a
party, the act of a majority of the members of the Board present at any meeting
at which there is a quorum shall be the act of the Board.

3
<PAGE>

Section 9. COMMITTEES. The Board may, by resolution designate an
executive committee and other committees composed of two or more members, and
the members thereof, to the extent permitted by law, and each subcommittee shall
have the powers, authority, and duties specified in the resolution creating the
same and permitted by law. Each committee may make rules for the notice and
conduct of its meetings and the keeping of the records thereof. The term of any
member of any committee shall be fixed by the Board.

Section 10. COMPENSATION OF MANAGERS. The Board may authorize
reasonable compensation to members for their services as members of the Board
and as members of the committees of the Board and may authorize the
reimbursement of reasonable expenses incurred by members in connection with
rendering those services.

Section 11. RESIGNATIONS. Any member of the Board may resign his or her
membership at any time by mailing or delivering his or her resignation in
writing to the Chairman of the Board or to a meeting of the Board. No member of
the Board who resigns shall have any right to compensation for any period
following his or her resignation. Any resignation shall take effect at the time
specified therein or, if the time be not specified, upon receipt thereof.

Section 12. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all the members of the Board or committee thereof, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board or committee thereof.

Section 13. ACTION BY THE BOARD. Any meeting of the Board conducted by
telephone shall be deemed to take place at the principal office of the Fund or
any other place, as determined by the Board. Subject to the requirements of the
1940 Act, the Board by majority vote may delegate to any one or more of the
Board's members the authority of the Board to approve particular matters or take
particular actions on behalf of the Fund. Written consents or waivers of the
Board may be executed in one or more counterparts. Execution of a written
consent or waiver and delivery thereof to the Fund may be accomplished by
telefax.

ARTICLE III

OFFICERS

Section 1. CHAIRMAN. The members of the Board shall elect on an annual
basis a Chairman. The Chairman shall be a member of the Board.

Section 2. OTHER OFFICERS. The other officers of the Fund Account
shall consist of a president, a secretary, a treasurer, and such other officers
or assistant officers, including vice-presidents, as may be elected by the
members. Any two or more of the offices may be held by the same person, except
that the same person may not be both president and secretary. The members may
designate a vice-president as an executive vice-president and may designate the
order in which the other vice-presidents may act. The members of the Board
shall appoint and terminate such agents as the members shall consider
appropriate.

Section 3. ELECTION AND TENURE. At the initial organizational meeting
and at least once a year thereafter, the member shall elect the Chairman, the
president, secretary, treasurer, and other such officers

4
<PAGE>

as the members shall deem necessary or appropriate in order to carry out the
business of the Fund. Such officers shall hold the office until their
successors have been duly elected and qualified.

Section 4. CHAIRMAN, PRESIDENT, AND VICE-PRESIDENTS. The Chairman
shall, if present, preside at all meetings of the Board, and shall exercise and
perform such other powers and duties as may be from time to time assigned to him
or her by the members of the Board. Subject to such supervisory powers, if any,
as may be given by the Board to the Chairman, the President shall be the chief
executive officer of the Fund and, subject to the control of the Board, shall
have general supervision, direction, and control of the business of the Fund and
shall exercise such general powers of management as are usually vested in the
office of President of a corporation or a business trust. In the absence of the
Chairman, the President shall preside at all meetings of the Board, and, in the
absence of the President, the next-highest ranking officer shall preside or such
other person designated by the members. Subject to direction of the Board, the
Chairman and the President shall each have power in the name and on behalf of
the Fund to execute any and all loan documents, contracts, agreements, deeds,
mortgages, applications for Commission orders, and other instruments in writing,
and to employ and discharge employees and agents of the Fund. The Chairman and
the President shall have such further authorities and duties as the Board shall
from time to time determine. In the absence or disability of the President, the
Vice-Presidents in order of their rank as fixed by the Board or, if more than
one and not ranked, the Vice-President designated by the Board, or, if not so
designated, designated by the President, shall perform all the duties of the
President, and when so acting shall have all of the powers of and be subject to
all of the restrictions upon the President. Subject to the direction of the
Board, and of the President, each Vice-President shall have the power in the
name and on behalf of the Fund to execute any and all loan documents, contracts,
agreements, deeds, mortgages, and other instruments in writing, and, in
addition, shall have such other duties and powers as shall be designated from
time to time by the Board or by the President.

Section 5. SECRETARY. The Board may select a Secretary and an
Assistant Secretary who need not be members of the Board. The Secretary and the
Assistant Secretary shall have the power to certify the minutes of the
proceedings of the Board and portions thereof and shall perform such duties and
have such other powers as these Rules and Regulations or the Board shall
designate from time to time. In the absence of the Secretary and Assistant
Secretary, an appointee of the Board shall perform such duties and have such
powers.

Section 6. TREASURER. Except as otherwise directed by the Board, the
Treasurer shall have the general supervision of the monies, funds, securities,
notes receivable, and other valuable papers and documents of the Fund, and shall
have and exercise under the supervision of the Board and of the President all
powers and duties incident to his office. The Treasurer may endorse for deposit
or collection all notes, checks, and other instruments payable to the Fund or to
its order. The Treasurer shall deposit all funds of the Fund in such
depositories as the Board shall designate. The Treasurer shall be responsible
for such disbursement of the funds of the Fund as may be ordered by the Board or
the President. The Treasurer shall keep accurate separate account of the books
of the Fund's transactions, which shall be the property of the Fund and,
together with all other property in his possession, shall be subject at all
times to the inspection and control of the Board. Unless the Board shall
otherwise determine, the Treasurer shall be the principal accounting officer of
the Fund and shall also be the principal financial officer of the Fund. The
Treasurer shall have such other duties and authorities as the Board shall from
time to time determine. Notwithstanding anything to the contrary herein
contained, the Board may authorize any adviser, administrator, manager, or agent
to maintain bank accounts and deposit and disburse funds of the Fund or any
Portfolio thereof.

<PAGE>

Section 7. VACANCIES AND REMOVAL. The Board may fill any vacancy which
may occur in any office. Officers shall hold office at the pleasure of the
Board and any officer may be removed from office at any time with or without
cause by the vote of a majority of the entire Board whenever, in the judgment of
the Board, the best interests of the Fund will be served thereby.

Section 8. RESIGNATIONS. Any officer of the Board may resign his
office any time by mailing or delivering his or her resignation in writing to
the Chairman of the Board or to a meeting of the Board. No officer of the Fund
who resigns shall have any right to compensation for any period following his or
her resignation. Any resignation shall take effect at the time specified
therein or, if the time be not specified, upon receipt thereof.

ARTICLE IV

CUSTODY OF ASSETS

Securities comprising the Fund's portfolios and cash representing the
proceeds from sales of portfolio securities and of payment of principal and
interest upon portfolio securities shall be held by a custodian or trustee which
shall be a bank or trust company having the qualifications prescribed in the
1940 Act. The Fund shall, upon the resignation or inability to serve of the
custodian or trustee, (1) use its best efforts to obtain a successor custodian
or trustee, (2) require that the cash and securities owned by the Fund be
delivered to the successor custodian or trustee.

ARTICLE V

FISCAL YEAR

The fiscal year of the Fund shall end on such date as the members of the
Board from time to time shall determine.

ARTICLE VI

AMENDMENTS

Except as otherwise provided by law, the Rules and Regulations of the Fund
may be amended or repealed by the Board.

The provisions of these Rules and Regulations are intended to satisfy the
requirements of the 1940 Act. In the event that federal law should be amended
or rules, regulations, rulings, or exemptions thereunder should be adopted, with
the result that any or all of the provisions of the Rules and Regulations shall
not be required by federal law, such provisions of the Rules and Regulations may
be amended or repealed by the Board of the Fund or by any committee thereof so
authorized by such Board.

<PAGE>

Exhibit (d)(1)

SELECT TEN PLUS FUND, LLC

MANAGEMENT AGREEMENT

Agreement, made this ___ day of _________, 1998 between Select Ten Plus
Fund, LLC, (the "Fund") a Delaware limited liability company, and Integrity
Capital Advisors, Inc., a Delaware corporation (the ADVISER).

W I T N E S S ET H

WHEREAS, the Fund is a mutual fund registered under the Investment Company
Act of 1940, as amended (the 1940 ACT); and

WHEREAS, the units of beneficial interest of the Fund are divided into
separate divisions or portfolios (each, a PORTFOLIO), each of which is
established pursuant to a resolution of the Board of Managers of the Fund, and
the Board of Managers may from time to time terminate such Portfolios or
establish and terminate additional Portfolios; and

WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the ADVISERS ACT); and

WHEREAS, the Fund desires to retain the Adviser to render or contract to
obtain as hereinafter provided investment advisory and supervisory services to
the Fund and the Fund also desires to avail itself of the facilities available
from the Adviser with respect to the administration of the Fund's day to day
business affairs, and the Adviser is willing to render or contract for such
investment advisory, supervisory and administrative services;

NOW, THEREFORE, the parties agree as follows:

1. APPOINTMENT OF ADVISER. The Fund hereby appoints the Adviser to act as
manager of the Fund and administrator of its business affairs for the
period and on the terms set forth in this Agreement. The Adviser accepts
such appointment and agrees to render the services herein described, for
the compensation herein provided. The Adviser is authorized to enter into
one or more sub-advisory agreements (each, a SUB-ADVISORY AGREEMENT) with a
registered investment adviser (each, a SUB-ADVISER) pursuant to which the
Adviser delegates to the Sub-Adviser its obligations for providing
investment advisory and certain other services in connection with one or
more of the Portfolios; provided, that the Adviser, and not the Fund, shall
be responsible for any compensation payable under any Sub-Advisory
Agreement. Any such Sub-Advisory Agreement may be entered into by the
Adviser on such terms and in such manner as may be permitted by the 1940
Act and the rules thereunder. For each Portfolio for which the Adviser has
entered into a Sub-Advisory Agreement, the Sub-Adviser shall have

<PAGE>

the primary responsibility for providing investment advisory services as
set forth in Section 2 and shall be responsible for broker-dealer selection
as set forth in Section 3 and maintaining books and records as set forth in
Section 4, and the Adviser will have supervisory responsibility for
investment advisory services furnished by the Sub-Adviser pursuant to the
Sub-Advisory Agreement. The Adviser will review the performance of the
Sub-Adviser and make recommendations to the Board of Managers of the Fund
with respect to the retention and renewal of the Sub-Advisory Agreement.

2. INVESTMENT ADVISORY SERVICES. Subject to the supervision of the Fund's
Board of Managers, and in compliance with each Portfolio's investment
objectives and policies, the Adviser will provide an investment program for
each Portfolio and determine the composition of the assets of each
Portfolio, including determination of the purchase, retention or sale of
the securities, cash, and other investments contained in such Portfolio's
holdings. The Adviser is hereby authorized to execute and perform such
services, or to arrange for execution and performance of such services, on
behalf of each Portfolio. To the extent, if any, permitted by the
investment policies of a Portfolio, the Adviser shall make determinations
as to and execute and perform futures contracts and options on behalf of
such Portfolio. The Adviser will provide the services under this Agreement
in accordance with each Portfolio's investment objective or objectives,
policies, procedures and restrictions as stated in the Fund's Registration
Statement, as amended from time to time (the REGISTRATION STATEMENT), filed
with the Securities and Exchange Commission (the SEC) and any other
documents that set forth investment policies, procedures or restrictions
governing the Portfolio.

The Adviser further agrees as follows:

(a) The Adviser will manage each Portfolio so as to ensure compliance
by such Portfolio with the diversification requirements of
Section 817(h) of the Internal Revenue Code of 1986 and
regulations issued thereunder. In managing the Portfolio in
accordance with these requirements, the Adviser shall be entitled
to receive and act upon advice of counsel.

(b) In undertaking its duties under this Agreement, the Adviser will
comply with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Fund's
Board of Managers of which it has notice and the provisions of
the Registration Statement.

(c) On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of a Portfolio as well as of
the Adviser's or the Adviser's affiliates' other investment
advisory clients, the Adviser may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased with those of
its other clients where such aggregation is not inconsistent with
the policies set forth in the Registration Statement. In such
event, the Adviser will

<PAGE>

allocate the securities so purchased or sold, as well as the
expenses incurred in the transaction, in a manner that is fair
and equitable in the Adviser's judgment in the exercise of the
Adviser's fiduciary obligations to the Fund and to such other
clients.

(d) In connection with the purchase and sale of securities for each
Portfolio, the Adviser will arrange for the transmission to the
custodian, transfer agent, dividend disbursing agent and
recordkeeping agent for the Fund (such custodian and agent or
agents hereinafter collectively referred to as the AGENT), on a
daily basis, such confirmations, trade tickets (which shall state
industry classifications unless the Adviser has previously
furnished a list of classifications for portfolio securities),
and other documents and information, including, but not limited
to, Cusip or other numbers that identify securities to be
purchased or sold on behalf of each Portfolio as may be
reasonably necessary to enable the Agent to perform their
administrative and recordkeeping responsibilities with respect to
such Portfolio. With respect to portfolio securities to be
purchased or sold through the Depository Trust Company, the
Adviser will arrange for the automatic transmission of the
confirmation of such trades to the Fund's Agent.

(e) The Adviser will monitor on a daily basis, by review of daily
pricing reports provided by the Agent to the Adviser, the
determination by the Agent for the Fund of the valuation of
portfolio securities and other investments of each Portfolio. The
Adviser shall not be obligated to independently verify the
Agent's pricing determinations, and the Agent's responsibility
for accurate pricing determinations of the value of the
Portfolio's securities shall not be reduced by the Adviser's duty
to monitor such determinations. The Adviser will assist the Agent
in determining or confirming, consistent with the procedures and
policies stated in the Registration Statement, the value of any
portfolio securities or other assets of each Portfolio for which
the Agent seeks assistance from or identifies for review by the
Adviser.

(f) The Adviser will make available to the Fund, promptly upon
request, all of each Portfolio's investment records and ledgers
maintained by the Adviser as are necessary to assist the Fund to
comply with requirements of the 1940 Act and the Advisers Act, as
well as other applicable laws. The Adviser will furnish to
regulatory authorities having the requisite authority any
information or reports in connection with its services which may
be requested in order to ascertain whether the operations of the
Fund are being conducted in a manner consistent with applicable
laws and regulations.

(g) The Adviser will provide reports, which may be prepared by the
Agent, to the Fund's Board of Managers for consideration at
meetings of the Board on the

3
<PAGE>

investment program for each Portfolio and the issuers and
securities represented in each Portfolio's securities holdings,
including a schedule of the investments and other assets held in
such Portfolio and a statement of all purchases and sales for
each Portfolio since the last such statement, and will furnish
the Fund's Board of Managers with periodic and special reports
with respect to each Portfolio as the Managers may reasonably
request, including statistical information with respect to the
Portfolio's securities.

3. BROKER-DEALER SELECTION. The Adviser is responsible for decisions to buy or
sell securities and other investments for each Portfolio, broker-dealer and
futures commission merchants' selection, and negotiation of brokerage
commission and futures commission merchants' rates. As a general matter, in
executing portfolio transactions, the Adviser may employ or deal with such
broker-dealers or futures commission merchants as may, in the Adviser's
best judgment, provide prompt and reliable execution of the transactions at
favorable prices and reasonable commission rates. In selecting such
broker-dealers or futures commission merchants, the Adviser shall consider
all relevant factors, including price (including the applicable brokerage
commission, dealer spread or futures commission merchant rate), the size of
the order, the nature of the market for the security or other investment,
the timing of the transaction, the reputation, experience and financial
stability of the broker-dealer or futures commission merchant involved, the
quality of the service, the difficulty of execution, and the execution
capabilities and operational facilities of the firm involved, and, in the
case of securities, the firm's risk in positioning a block of securities.
Subject to such policies as the Board of Managers may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, as
amended (the 1934 ACT), the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of the Adviser's having caused a Portfolio to
pay a member of an exchange, broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged for
effecting that transaction, if the Adviser determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such member of an exchange,
broker or dealer viewed in terms of either that particular transaction or
the Adviser's overall responsibilities with respect to such Portfolio and
to the other clients as to which the Adviser exercises investment
discretion. In accordance with Section 11(a) of the 1934 Act and Rule
lla2-2('I') thereunder, and subject to any other applicable laws and
regulations including Section 17(e) of the 1940 Act and Rule 17e-1
thereunder, the Adviser may engage its affiliates, or any Sub-Adviser to
the Fund and its respective affiliates, as broker-dealers or futures
commission merchants to effect portfolio transactions in securities and
other investments for a Portfolio.

4. BOOKS AND RECORDS. The Adviser shall keep the Fund's books and records
required to be maintained by it pursuant to this Agreement, the 1940 Act or
otherwise. The Adviser agrees that all records which it maintains for the
Fund are the property of the Fund and it will surrender promptly to the
Fund any such records upon the Fund's request, provided however

4
<PAGE>

that the Adviser may retain a copy of such records. The Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940
Act any such records as are required to be maintained by the Adviser
hereunder.

5. ADMINISTRATIVE AND SUPERVISORY SERVICES.

(a) The Adviser will coordinate all matters relating to the functions of
the Portfolios' Sub-Adviser, if any, Agent, accountants, attorneys,
and other parties performing services or operational functions for the
Portfolios.

(b) The Adviser will furnish without cost to the Fund, or pay the cost of,
such office space, office equipment and office facilities as are
adequate for the Fund's needs.

(c) The Adviser will provide, without remuneration from or other cost to
the Fund, the services of a sufficient number of individuals competent
to perform all of the Fund's executive, administrative and clerical
functions as are necessary to ensure compliance with federal
securities laws as well as other applicable laws and to provide
effective supervision and administration of the Portfolios and which
are not performed by employees or other agents engaged by the Fund or
by the Adviser acting in some other capacity pursuant to a separate
agreement or arrangement with the Fund. The Adviser shall authorize
and permit any of its directors, officers and employees who may be
elected as a member of the Board of Managers or officers of the Fund
to serve in the capacities in which they are elected without any
remuneration from the Fund.

(d) The Adviser will assist in the preparation of all periodic reports to
the unitholders of the Fund and all reports and filings required to
maintain the registration and qualification of the Fund's units, or to
meet other regulatory or tax requirements applicable to the Fund,
under federal and state securities and tax laws.

(e) The Adviser shall prepare, or cause the preparation of, and, after
approval by the Fund, arrange for the filing of such registration
statements and other documents with the SEC and other federal and
state regulatory authorities as may be required by applicable law.

(f) The Adviser shall take such other action with respect to the
Portfolios, after approval by the Fund, as may bc required by
applicable law, including without limitation the rules and regulations
of the SEC and of state securities or insurance commissions and other
regulatory agencies.

(g) The Adviser shall make its officers and employees available to the
Board of Managers and officers of the Fund and Sub-Adviser for
consultation and discussions regarding the supervision and
administration of the Portfolios.

<PAGE>

6. EXPENSES.

(a) During the term of this Agreement, the Adviser shall pay, or cause a
Sub-Adviser to pay, the following expenses:

(i) The salaries and expenses of all personnel of the Fund and the
Adviser except the fees and expenses of members of the Board of
Managers who are not "interested persons" (within the meaning
of the 1940 Act) of the Fund, the Adviser, National Integrity
Life Insurance Company ("National Integrity"), or any
Sub-Adviser;

(ii) All expenses reasonably incurred by the Adviser in connection
with providing the services described above, including the
provision of office space, office equipment, office facilities,
and executive, administrative and clerical personnel in
accordance with paragraph 2(i) hereof, but excluding the
expenses described below to be assumed by the Fund;

(iii) The fees of any Sub-Adviser pursuant to a Sub-Advisory
Agreement; and

(iv) The costs and expenses payable by any Sub-Adviser pursuant to a
Sub-Advisory Agreement.

(b) Each Portfolio is responsible for and bears all expenses incurred in
its operation that are not specifically assumed by the Adviser or ARM
Securities Corp., the Fund's distributor, pursuant to the Distribution
Agreement with the Fund. General expenses of the Fund not readily
identifiable as belonging to one of the Portfolios will be allocated
among the Portfolios by or under the direction of the Fund's Board of
Managers in such manner as the Board shall determine to be fair and
equitable. Expenses borne by each Portfolio include, but are not
limited to, the following (or the Portfolio's allocated share of the
following):

(i) The cost (including brokerage commissions, if any) of
securities purchased or sold by the Portfolio and any losses
incurred in connection therewith;

(ii) Investment management fees due hereunder (but not sub-advisory
fees, which are payable by the Adviser);

(iii) Organizational expenses;

(iv) Filing fees and expenses relating to the registration and
qualification of the Fund or the units of a Portfolio under
federal or state securities laws and maintenance of such
registrations and qualifications;

<PAGE>

(v) Fees and expenses payable to the members of the Board of
Managers who are not "interested persons" of the Fund or the
Adviser, National Integrity or any Sub-Adviser;

(vi) Taxes (including any income or franchise taxes) and
governmental fees;

(vii) Costs of any liability, directors' and officers', uncollectible
items of deposit and other insurance and fidelity bonds;

(viii) Legal, accounting and auditing expense;

(ix) Charges of custodians, transfer agents and other agents;

(x) Expenses of setting in type and providing a camera-ready copy
of prospectuses and supplements thereto, expenses of setting in
type and printing or otherwise reproducing statements of
additional information and supplements thereto and reports and
proxy materials for existing unitholders;

(xi) Any extraordinary expenses (including fees and disbursements of
counsel) incurred by the Fund or Portfolio;

(xii) Fees, voluntary assessments and other expenses incurred in
connection with membership in investment company organizations;
and

7. COMPENSATION. For the services provided and the expenses assumed pursuant
to this Agreement, each Portfolio will pay to the Adviser as full
compensation therefor a fee at an annual rate of .50% of the average daily
net assets of each Portfolio. This fee will be deducted from the assets of
each respective Portfolio and paid to the Adviser monthly, but will be
accrued daily for purposes of determining the value of each Portfolio on
each day the New York Stock Exchange is open for trading.

8. LIABILITY. Except as may otherwise be required by the 1940 Act and the
rules and regulations thereunder, the Adviser, any of its affiliated
persons and each person, if any, who, within the meaning of Section 15 of
the Securities Act of 1933, as amended, controls the Adviser, shall not be
liable for, or subject to any damages, expenses, or losses in connection
with, any act or omission connected with or arising out of any services
rendered under this Agreement, except by reason of willful misfeasance, bad
faith or gross negligence on the part of the Adviser in the performance of
its duties or from reckless disregard of its duties and obligations under
this Agreement.

9. TERM. Unless sooner terminated, this Agreement shall continue in effect for
two years and thereafter for successive one year periods, provided that
such continuance is specifically approved at least annually in conformity
with the requirements of the 1940 Act; provided,

<PAGE>

however, that this Agreement may be terminated by the Fund or any Portfolio
thereof (with respect to such Portfolio) at any time, without the payment
of any penalty, by the Board of Managers of the Fund or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of a Portfolio, or by the Adviser at any time, without the payment of any
penalty, upon not less than 60 days' prior written notice to the other
party. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).

10. NON-EXCLUSIVITY. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of the Adviser who may also be a
member of the Board of Managers, officer or employee of the Fund to engage
in any other business or to devote his or her time and attention in part to
the management or other aspects of any business, whether of a similar or
dissimilar nature, nor limit or restrict the right of the Adviser to engage
in any other business or to render services of any kind to any other
corporation, firm, individual or association.

11. AMENDMENTS. This Agreement may be amended by mutual consent in writing, but
the consent of the Fund must be obtained in conformity with the
requirements of the 1940 Act.

12. NOTICES. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Adviser at 515 West Market
Street, 8th Floor, Louisville, Kentucky 40202, Attention: President; or (2)
to the Fund at 515 West Market Street, 8th Floor, Louisville, Kentucky
40202, Attention: President.

13. CHOICE OF LAW. Except insofar as the 1940 Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State
of Kentucky.

14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with respect to the
subject matter hereof whether oral or written.

15. COUNTERPARTS. This Agreement may be executed in counterparts, and each
counterpart shall for all purposes be deemed an original, and all such
counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

SELECT TEN PLUS FUND, LLC

8
<PAGE>

By
------------------------------

INTEGRITY CAPITAL ADVISORS, INC.

By
------------------------------

<PAGE>

Exhibit (d)(2)

SUB-ADVISORY AGREEMENT

AGREEMENT, made this ___ day of __________, 199__, between Integrity Capital
Advisors, Inc. (MANAGER), a Delaware corporation, and National Asset Management
Corporation, a Kentucky corporation (SUB-ADVISER).

WHEREAS, Manager, a wholly-owned subsidiary of ARM Financial Group, Inc., is an
investment adviser registered under the Investment Advisers Act of 1940, as
amended (the ADVISERS ACT);

WHEREAS, the Sub-Adviser is an investment adviser registered under the Advisers
Act;

WHEREAS, pursuant to a Management Agreement dated __________, 1998 (the
MANAGEMENT AGREEMENT), Manager acts as Investment Manager to Select Ten Plus
Fund, LLC (the FUND), which is a mutual fund registered under the Investment
Company Act of 1940, as amended (the 1940 ACT);

WHEREAS, the Fund is authorized to subdivide into portfolios, each such
portfolio representing a separate portfolio (collectively, the PORTFOLIOS) of
securities and investments; and

WHEREAS, Manager desires to retain the Sub-Adviser to furnish investment
advisory services to the Fund, and the Sub-Adviser is willing to accept such
appointment on the terms and conditions set forth herein.

NOW, THEREFORE, based on the premises and the consideration set forth herein,
Manager and the Sub-Adviser agree as follows:

SECTION 1. INVESTMENT ADVISORY SERVICES.

Subject to the supervision of the Fund's Board of Managers and the Manager, and
in compliance with each Portfolio's investment objectives and policies, the
Sub-Adviser will provide an investment program for the Portfolios and determine
the composition of the assets of the Portfolios, including determination of the
purchase, retention or sale of the securities, cash, and other investments
contained in the Portfolio's holdings. The Sub-Adviser is hereby authorized to
execute and perform such services on behalf of the Portfolios. To the extent, if
any, permitted by the investment policies of the Portfolios, the Sub-Adviser
shall make determinations as to and execute and perform futures contracts and
options on behalf of the Portfolios. The Sub-Adviser will provide the services
under this Agreement in accordance with each Portfolio's investment objective or
objectives, policies, and restrictions as stated in the Fund's Registration
Statement filed with the Securities and Exchange Commission (SEC). Manager
agrees to supply the Sub-Adviser with a copy of the Registration Statement and
each amendment thereto (the Registration Statement as amended from time to time
hereinafter referred to as the REGISTRATION STATEMENT) and any other documents
that set forth investment policies, procedures or restrictions governing the
Portfolios and to notify the Sub-Adviser in writing of any changes in the
investment objectives, policies, procedures and restrictions governing the
Portfolios.

The Sub-Adviser further agrees as follows:

(a) The Sub-Adviser will manage the Portfolios so as to ensure compliance by the
Portfolios with the diversification requirements of Section 817(h) of the
Internal Revenue Code of 1986, as amended (the CODE) and regulations issued
thereunder. In managing the Portfolios in accordance with these requirements,
the Sub-Adviser shall be entitled to receive and act upon advice of counsel to
the Fund, counsel to Manager or counsel to the Sub-Adviser, provided the
Sub-Adviser's counsel is acceptable to Manager.

(b) In undertaking its duties under this Agreement, the Sub-Adviser will comply
with the 1940 Act and all

<PAGE>

rules and regulations thereunder, all other applicable federal and state laws
and regulations, with any applicable procedures adopted by the Fund's Board of
Managers of which it has notice and the provisions of the Registration
Statement.

(c) On occasions when the Sub-Adviser is required pursuant to the Portfolios'
investment objectives to enter into the purchase or sale of a security and such
purchase or sale is also in the best interest of the Sub-Adviser's or the
Sub-Adviser's affiliates' other investment advisory clients, the Sub-Adviser
may, to the extent permitted by applicable laws and regulations, but shall not
be obligated to, aggregate the securities to be so sold or purchased with those
of its other clients where such aggregation is not inconsistent with the
policies set forth in the Registration Statement. In such event, the Sub-Adviser
will allocate the securities so purchased or sold, as well as the expenses
incurred in the transaction, in a manner that is fair and equitable in the
Sub-Adviser's judgment in the exercise of the Sub-Adviser's fiduciary
obligations to the Fund and to such other clients.

(d) In connection with the purchase and sale of securities for the Portfolios,
the Sub-Adviser, together with Manager, will arrange for the transmission to the
custodian, transfer agent, dividend disbursing agent and recordkeeping agent for
the Fund (such custodian and agent or agents hereinafter referred to as the
AGENT), on a daily basis, such confirmation, trade tickets (which shall state
industry classifications unless the Sub-Adviser has previously furnished a list
of classifications for portfolio securities), and other documents and
information, including (but not limited to) Cusip or other numbers that identify
securities to be purchased or sold on behalf of the Portfolios as may be
reasonably necessary to enable the Agent to perform its administrative and
recordkeeping responsibilities with respect to the Portfolios. With respect to
portfolio securities to be purchased or sold through the Depository Trust
Company, the Sub-Adviser will arrange for the automatic transmission of the
confirmation of such trades to the Fund's Agent, and if requested, Manager.

(e) The Sub-Adviser will monitor on a daily basis, by review of daily pricing
reports provided by the Agent to the Sub-Adviser, the determination by the Agent
for the Fund of the valuation of portfolio securities and other investments of
the Portfolios. The Sub-Adviser shall not be obligated to independently verify
the Agent's pricing determinations, and the Agent's responsibility for accurate
pricing determinations of the value of the Portfolios' securities shall not be
reduced by the Sub-Adviser's duty to monitor such determinations. The
Sub-Adviser will assist the Agent in determining or confirming, consistent with
the procedures and policies stated in the Registration Statement, the value of
any portfolio securities or other assets of the Portfolios for which the Agent
seeks assistance from or identifies for review by the Sub-Adviser.

(f) The Sub-Adviser will make available to the Fund and Manager, promptly upon
request, all of the Portfolios' investment records and ledgers maintained by the
Sub-Adviser as are necessary to assist the Fund and Manager to comply with
requirements of the 1940 Act and the Advisers Act, as well as other applicable
laws. The Sub-Adviser will furnish to regulatory authorities having the
requisite authority any information or reports in connection with its services
which may be requested in order to ascertain whether the operations of the Fund
are being conducted in a manner consistent with applicable laws and regulations.

(g) The Sub-Adviser will provide reports, which may be prepared by the Agent, to
the Fund's Board of Managers for consideration at meetings of the Board on the
investment program for the Portfolios and the issuers and securities represented
in the Portfolios' securities holdings, including a schedule of the investments
and other assets held in the Portfolios and a statement of all purchases and
sales for the Portfolios since the last such statement, and will furnish the
Fund's Board of Managers with periodic and special reports with respect to the
Portfolios as the Board of Managers and Manager may reasonably request,
including statistical information with respect to the Portfolios' securities. In
addition, the Sub-Adviser will make available at each meeting of the Board of
Managers, either in person or by telephone conference call as instructed by
Manager on behalf of the Board of Managers of the Fund, an appropriate person to
discuss the investment performance of the Portfolios.

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<PAGE>

(h) The Sub-Adviser will provide information and reports to Manager as Manager
shall reasonably request to enable it to review the performance of the
Sub-Adviser under this Agreement.

SECTION 2. BROKER-DEALER SELECTION.

The Sub-Adviser is responsible for decisions to buy and sell securities and
other investments for the Portfolio's, broker-dealer and futures commission
merchant selection, and negotiation of brokerage commission and futures
commission merchants' rates. As a general matter, in executing portfolio
transactions the Sub-Adviser may employ or deal with such broker-dealers or
futures commission merchants as may, in the Sub-Adviser's best judgment, provide
prompt and reliable execution of the transactions at favorable prices and
reasonable commission rates. In selecting such broker-dealers or futures
commission merchants, the Sub-Adviser shall consider all relevant factors,
including price (including the applicable brokerage commission, dealer spread or
futures commission merchant rate), the size of the order, the nature of the
market for the security or other investment, the timing of the transaction, the
reputation, experience and financial stability of the broker-dealer or futures
commission merchant involved, the quality of the service, the difficulty of
execution, and the execution capabilities and operational facilities of the firm
involved, and, in the case of securities, the firm's risk in positioning a block
of securities. Subject to such policies as the Board of Managers may determine
and consistent with Section 28(e) of the Securities Exchange Act of 1934, as
amended (the 1934 ACT), the Sub-Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of the Sub-Adviser's having caused the Portfolios to pay a
member of an exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker or dealer would have charged for effecting that transaction,
if the Sub-Adviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer, viewed in terms of
either that particular transaction or the Sub-Adviser's overall responsibilities
with respect to the Portfolios and to the Sub-Adviser's other clients as to
which the Sub-Adviser exercises investment discretion. In accordance with
Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any
other applicable laws and regulations including Section 17(e) of the 1940 Act
and Rule 17e-1 thereunder, the Sub-Adviser may engage its affiliates, Manager
and its affiliates or any other sub-adviser to the Fund and its respective
affiliates as broker-dealers or futures commission merchants to effect portfolio
transactions in securities and other investments for the Portfolios.

SECTION 3. RECORDS, REPORTS, ETC.

In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Sub-Adviser hereby agrees that all records which the Sub-Adviser maintains for
the Portfolios are the property of the Fund and further agrees to surrender
promptly to the Fund any of such records upon the Portfolio's or Manager's
request or upon termination of this Agreement, although the Sub-Adviser may, at
the Sub-Adviser's own expense, make and retain a copy of such records. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act and to preserve the records required by the Rule 204-2 under the
Advisers Act for the period specified in the Rule.

SECTION 4. PAYMENT OF EXPENSES.

The Sub-Adviser shall assume and pay all of the costs and expenses of performing
its obligations under this Agreement.

SECTION 5. COMPENSATION FOR SERVICES.

<PAGE>

Manager will pay to the Sub-Adviser a monthly sub-advisory fee (adjusted pro
rata for any shorter applicable period) at an annual rate of .10% of the first
$100 million of average daily net assets of the Portfolios from the management
fee actually received by Manager from the Fund; and at an annual rate of .05% of
average daily net assets above $100 million of the Portfolios from the
management fee actually received by Manager from the Portfolio; provided,
however, the Sub-Adviser is guaranteed a minimum sub-advisory fee of $25,000
during its first year of operations; and provided further, that the sub-advisory
fee shall be reduced proportionately if the management fee actually paid to
Manager by the Portfolios shall have been reduced as a result of applicable
state expense limitations or fee waivers agreed to in writing by the
Sub-Adviser. The sub-advisory fee shall be computed, accrue and be payable in
the same manner as the management fee which is payable by the Fund to Manager
pursuant to the Management Agreement and as specified in the Fund's Registration
Statement.

SECTION 6. LIABILITY FOR SERVICES.

Except as may otherwise be required by the 1940 Act or the rules thereunder or
other applicable law, and except as set forth in the next paragraph, the Fund
and Manager agree that the Sub-Adviser, any of its affiliated persons, and each
person, if any, who, within the meaning of Section 15 of the Securities Act of
1933, as amended, controls the Sub-Adviser, shall not be liable for, or subject
to any damages, expenses, or losses in connection with, any act or omission
connected with or arising out of any services rendered under this Agreement,
except by reason of willful misfeasance, bad faith, or gross negligence in the
performance of the Sub-Adviser's duties, or by reason of reckless disregard of
the Sub-Adviser's obligations and duties under this Agreement.

SECTION 7. INDEMNIFICATION BY SUB-ADVISER.

The Sub-Adviser agrees to indemnify and hold harmless Manager against any
losses, expenses, claims, damages or liabilities (or actions or proceedings in
respect thereof), to which Manager may become subject arising out of or based on
the breach or alleged breach by the Sub-Adviser of any provisions of this
Agreement; provided, however, that the Sub-Adviser shall not be liable under
this paragraph in respect of any loss, expense, claim, damage or liability to
the extent that a court having jurisdiction shall have determined by a final
judgment, or independent counsel agreed upon by Manager and the Sub-Adviser
shall have concluded in a written opinion, that such loss, expense, claim,
damage or liability resulted primarily from Manager's willful misfeasance, bad
faith or gross negligence or by reason of the reckless disregard by Manager of
its duties. The foregoing indemnification shall be in addition to any rights
that Manager may have at common law or otherwise. The Sub-Adviser's agreements
in this paragraph shall, upon the same terms and conditions, extend to and inure
to the benefit of each person who may be deemed to control Manager, be
controlled by Manager or be under common control with Manager and its
affiliates, directors, officers, employees and agents. The Sub-Adviser's
agreements in this paragraph shall also extend to any of Manager's successors or
the successors of the aforementioned affiliates, directors, officers, employees
or agents.

SECTION 8. INDEMNIFICATION BY MANAGER.

Manager agrees to indemnify and hold harmless the Sub-Adviser against any
losses, expenses, claims, damages or liabilities (or actions or proceedings in
respect thereof), to which the Sub-Adviser may become subject arising out of or
based on the breach or alleged breach by Manager of any provisions of this
Agreement or the Management Agreement, or any wrongful action or alleged
wrongful action by Manager or its affiliates in the distribution of the Fund's
units, or any wrongful action or alleged wrongful action by the Fund other than
wrongful action or alleged wrongful action that was caused by the breach by the
Sub-Adviser

<PAGE>

of the provisions of this Agreement; provided, however, that Manager shall not
be liable under this paragraph in respect of any loss, expense, claim, damage or
liability to the extent that a court having jurisdiction shall have determined
by a final judgment, or independent counsel agreed upon by Manager and the
Sub-Adviser shall have concluded in a written opinion, that such loss, expense,
claim, damage or liability resulted primarily from the Sub-Adviser's willful
misfeasance, bad faith or gross negligence or by reason of the reckless
disregard by the Sub-Adviser of its duties. The foregoing indemnification shall
be in addition to any rights that the Sub-Adviser may have at common law or
otherwise. Manager's agreements in this paragraph shall, upon the same terms and
conditions, extend to and inure to the benefit of each person who may be deemed
to control the Sub-Adviser, be controlled by the Sub-Adviser or be under common
control with the Sub-Adviser and to each of the Sub-Adviser's and each such
person's respective affiliates, directors, officers, employees and agents.
Manager's agreements in this paragraph shall also extend to any of the
Sub-Adviser's successors or the successors of the aforementioned affiliates,
directors, officers, employees or agents.

SECTION 9. NOTICE AND DEFENSE OR PROCEEDINGS, ETC.

Promptly after receipt by a party indemnified under paragraph 7 or 8 above of
notice of the commencement of any action, proceeding or investigation for which
indemnification will be sought, such indemnified party shall promptly notify the
indemnifying party in writing; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may otherwise have to any
indemnified party unless such omission results in actual material prejudice to
the indemnifying party. In case any action or proceeding shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, individually or jointly with any other indemnifying party, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of any action or proceeding, the indemnifying
party shall not be liable to the indemnified party for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation. If the
indemnifying party does not elect to assume the defense of any action or
proceeding, the indemnifying party on a monthly basis shall reimburse the
indemnified party for the legal fees and expenses incurred by the indemnified
party for continuing its defense thereof. Regardless of whether or not the
indemnifying party shall have assumed the defense of any action or proceeding,
the indemnified party shall not settle or compromise the action or proceeding
without the prior written consent of the indemnifying party.

SECTION 10. REPRESENTATIONS AND WARRANTIES; COVENANTS.

(a) The Sub-Adviser hereby represents and warrants as follows:
(i) The Sub-Adviser is registered with the SEC as an investment adviser under
the Advisers Act, and such registration is current, complete and in full
compliance with all material applicable provisions of the Advisers Act and the
rules and regulations thereunder;

(ii) The Sub-Adviser has all requisite authority to enter into, execute, deliver
and perform the Sub-Adviser's obligations under this Agreement;

(iii) The Sub-Adviser's performance of its obligations under this Agreement does
not conflict with any law, regulation or order to which the Sub-Adviser is
subject; and

(iv) The Sub-Adviser has reviewed the Registration Statement for the Fund filed
with the SEC, and with respect to the disclosure about the Sub-Adviser and the
Portfolios or information relating, directly or indirectly, to the Sub-Adviser
or the Portfolios which was made in reliance upon and in conformity with

<PAGE>

written information provided by the Sub-Adviser to the Fund specifically for use
therein or, if written information was not provided, which the Sub-Adviser had
the opportunity to review prior to filing with the SEC, such Registration
Statement contains, as of its date, no untrue statement of any material fact and
does not omit any statement of a material fact which was required to be stated
therein or necessary to make the statements contained therein not misleading.

(b) The Sub-Adviser hereby covenants and agrees that, so long as this Agreement
shall remain in effect:

(i) The Sub-Adviser shall maintain the Sub-Adviser's registration as an
investment adviser under the Advisers Act, and such registration shall at all
times remain current, complete and in full compliance with all material
applicable provisions of the Advisers Act and the rules and regulations
thereunder;

(ii) The Sub-Adviser's performance of its obligations under this Agreement shall
not conflict with any law, regulation or order to which the Sub-Adviser is then
subject;

(iii) The Sub-Adviser shall at all times fully comply with the Advisers Act, the
1940 Act, all applicable rules and regulations under such Acts and all other
applicable law;

(iv) The Sub-Adviser shall promptly notify Manager and the Fund upon the
occurrence of any event that might disqualify or prevent the Sub-Adviser from
performing its duties under this Agreement. The Sub-Adviser further agrees to
notify Manager and the Fund promptly with respect to written material that has
been provided to the Fund or Manager by the Sub-Adviser for inclusion in the
Registration Statement or prospectus for the Fund or any supplement or amendment
thereto, or, if written material has not been provided, with respect to the
information in the Registration Statement or Prospectus, or any amendment or
supplement thereto, reviewed by the Sub-Adviser, in either case of any untrue
statement of a material fact or of any omission of any statement of a material
fact which is required to be stated therein or is necessary to make the
statements contained therein not misleading; and

SECTION 11. EXCLUSIVITY OF USE OF NAMES.

The Sub-Adviser acknowledges and agrees that the name SELECT TEN PLUS FUND, and
abbreviations or logos associated with that name, are the valuable property of
Manager and its affiliates; that the Fund, Manager and its affiliates have the
sole right to use such names, abbreviations and logos; and that the Sub-Adviser
shall use the name SELECT TEN PLUS, and associated abbreviations and logos, only
in connection with the Sub-Adviser's performance of its duties hereunder.

Manager acknowledges that "National Asset Management Corporation" (the
SUB-ADVISER'S NAME) is distinctive in connection with investment advisory and
related services provided by the Sub-Adviser, the Sub-Adviser's name is a
property right of the Sub-Adviser, and the Sub-Adviser's name in connection with
the Portfolios is understood to be used by the Fund with the Sub-Adviser's
consent. The Sub-Adviser hereby grants to the Fund a non-exclusive license to
use the Sub-Adviser's name in the name of the Portfolios upon the conditions
hereinafter set forth; provided that the Fund may use such name only so long as
the Sub-Adviser shall be retained as the investment sub-adviser of the
Portfolios pursuant to the terms of this Agreement. Any such use by the Fund
shall in no way prevent the Sub-Adviser or any of its successors or assigns from
using or permitting the use of the Sub-Adviser's name along with any other word
or words, for, by or in connection with any other entity or business, other than
the Fund or its business, whether or not the same directly competes or conflicts
with the Fund or its business in any manner.

Manager acknowledges that the Fund shall use the Sub-Adviser's name in
connection with the Portfolios for the period set forth herein in a manner not
inconsistent with the interests of the Sub-Adviser and that the

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<PAGE>

Fund's rights in the Sub-Adviser's name are limited to its use as a component of
the Portfolio's name and in connection with accurately describing the activities
of the Portfolios. In the event that the Sub-Adviser shall cease to be the
investment sub-adviser of the Portfolios, then the Fund at its own expense, upon
the Sub-Adviser's written request:

(i) shall cease to use the Sub-Adviser's name, or any combination thereof for
any other commercial purpose (other than the right to refer to the Portfolios'
former Sub-Adviser's name in the Fund's Registration Statement, proxy materials
and other Fund documents to the extent required under the 1940 Act);

(ii) shall use its best efforts to cause the Fund's officers and Board of
Managers to take any all actions which may be necessary or desirable to effect
the foregoing and to reconvey to the Sub-Adviser all rights which the Fund may
have to such name. Manager agrees to take any all actions as may be necessary or
desirable to effect the foregoing.

The Sub-Adviser hereby agrees and consents to the use of the Sub-Adviser's name
upon the foregoing terms and conditions.

SECTION 12. ENTIRE AGREEMENT; AMENDMENT, WAIVER.

This Agreement supersedes all prior agreements between the parties and
constitutes the entire agreement by the parties. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment of this
Agreement shall be effective with respect to the Portfolios until approved as
required by the 1940 Act.

SECTION 13. EFFECTIVENESS AND DURATION OF AGREEMENT.

Unless sooner terminated, this Agreement shall continue in effect for two years
and thereafter for successive one year periods, provided that continuation of
this Agreement and the terms thereof are specifically approved annually in
accordance with the requirements of the 1940 Act by a majority of the Managers
of the Fund, including a majority of the Managers who are not interested persons
of the Sub-Adviser, Manager or the Fund, cast in person at a meeting called for
the purpose of voting on such approval.

SECTION 14. TERMINATION OF AGREEMENT, ASSIGNMENT.

This Agreement may be terminated at any time, without the payment of any
penalty, by the Sub-Adviser or by Manager, upon sixty (60) days' written notice
from the terminating party to the other party and to the Fund, or by the Fund,
upon sixty (60) days written notice to the Sub-Adviser and Manager, acting
pursuant to a resolution adopted by a majority of the members of the Board of
Managers who are not interested persons.

This Agreement shall automatically terminate in the event of its assignment or
the termination of the Management Agreement pertaining to the Portfolios.
Termination of this Agreement shall not affect rights of the parties which have
accrued prior thereto.

The provisions of paragraphs 6, 7, 8, 9 and 11 shall survive the termination of
this Agreement, except that if Manager or the Fund terminates the Agreement, the
first paragraph of Section 11 shall not survive termination.

SECTION 15. DEFINITIONS.

<PAGE>

The terms ASSIGNMENT and INTERESTED PERSON when used in this Agreement shall
have the meanings given such terms in the 1940 Act and the rules and regulations
thereunder.

SECTION 16. CONCERNING APPLICABLE PROVISIONS OF LAW.

This Agreement shall be subject to all applicable provisions of law, including,
without limitation, the applicable provisions of the 1940 Act, and to the extent
that any provisions herein contained conflict with any such applicable
provisions of law, the latter shall control. This Agreement shall be governed
by the laws of the State of Kentucky, without reference to principles of
conflicts of law.

SECTION 17. COUNTERPARTS.

This Agreement may be executed in counterparts, and each counterpart shall for
all purposes be deemed an original and all such counterparts shall together
constitute one and the same instrument.

IN WITNESS WHEREOF, authorized officers of Manager and the Sub-Adviser have
executed this Agreement as of the day and year first written above.

INTEGRITY CAPITAL ADVISORS, INC.

By:
---------------------------------

Attest:
-----------------------------

NATIONAL ASSET MANAGEMENT CORPORATION

By:
---------------------------------

Attest:
-----------------------------