AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 22nd day of October, 1990, by and between
CENTENNIAL GOVERNMENT TRUST (hereinafter called the "Fund"), and CENTENNIAL
ASSET MANAGEMENT CORPORATION (hereinafter called the "Management Corporation")
as amended and restated on January 1, 1999.
WITNESSETH:
WHEREAS, the Fund is an open-end diversified management investment company
registered as such with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "Investment
Company Act"), and the Management Corporation is a registered investment
adviser;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is agreed by and between the parties hereto as
follows:
1. General
The Management Corporation agrees, all as more fully set forth herein, to
act as investment adviser to the Fund with respect to the investment of its
assets; to supervise and arrange the purchase of securities for and the sale of
securities held in the portfolio of the Fund; and to furnish personnel and
facilities as shall be required to provide effective administration of the Fund.
2. Duties and Obligations of the Management Corporation with respect to
Investments of Assets of the Fund
(a) Subject to the succeeding provisions of this section and subject to the
direction and control of the Board of Trustees of the Fund, the Management
Corporation shall:
(i) Regularly provide investment advice and recommendations to the
Fund with respect to its investments, investment policies and the
purchase and sale of securities;
(ii) Supervise continuously the investment program of the Fund and the
composition of its portfolio; and
(iii) Arrange, subject to the provisions of paragraph "4" hereof, for
the purchase of securities and other investments for and the sale
of securities and other investments held in the portfolio of the
Fund.
(b) Any investment advice furnished by the Management Corporation under
this section shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions of the Investment Company Act of
1940, and of any rules or regulations in force thereunder; (2) any other
applicable provision of law; (3) the provisions of the Declaration of Trust and
By-Laws of the Fund as amended from time to time; (4) any policies and
determinations of the Board of Trustees of the Fund; and (5) the terms of the
registration statement of the Fund, as amended from time to time, under the
Securities Act of 1933 and the Investment Company Act of 1940.
(c) The Management Corporation shall give the Fund the benefit of its best
judgment and effort in rendering services hereunder, but the Management
Corporation shall not be liable for any loss sustained by reason of the adoption
of any investment policy or the purchase, sale or retention of any security on
its recommendation, whether or not such recommendation shall have been based
upon its own investigation and research or upon investigation and research made
by any other individual, firm or corporation, if such recommendation shall have
been made and such other individual firm or corporation shall have been selected
with due care and in good faith. Nothing herein contained shall, however, be
construed to protect the Management Corporation against any liability to the
Fund or its security holders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
(d) Nothing in this Agreement shall prevent the Management Corporation or
any officer thereof from acting as investment adviser for any other person, firm
or corporation and shall not in any way limit or restrict the Management
Corporation or any of its directors, officers, stockholders or employees from
buying, selling or trading any securities for its or their own accounts or for
the accounts of others for whom it or they may be acting, provided however that
the Management Corporation expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the performance of its
obligations to the Fund under this Agreement.
3. Allocation of Expenses
The Management Corporation shall at its expense provide all executive,
administrative and clerical personnel as shall be required to provide effective
administration for the Fund, including the compilation and maintenance of
records with respect to its operations as may reasonably be required; the
preparation and filing of such reports with respect thereto as shall be required
by rules or regulations promulgated by the Securities and Exchange Commission;
the composition of registration statements required by Federal securities laws
for continuous public sale of shares of the Fund; composition of periodic
reports with respect to its operations for the shareholders of the Fund; and
composition of proxy materials for meetings of the Fund's shareholders. The
Management Corporation shall, at its own cost and expense, also provide the Fund
with adequate office space, facilities and equipment. The Management Corporation
shall, at its own expense, provide such officers for the Fund as the Fund's
Board may request. All other costs and expenses not expressly assumed by the
Management Corporation under this Agreement, or to be paid by the General
Distributor of the shares of the Fund, shall be paid by the Fund, including, but
not limited to (i) interest and taxes; (ii) brokerage commissions, if any; (iii)
insurance premiums for fidelity and other coverage requisite to its operations;
(iv) compensation and expenses of its Trustees other than those associated or
affiliated with the Management Corporation; (v) legal and audit expenses; (vi)
custodian and transfer agent fees and expenses; (vii) expenses incident to the
redemption of its shares; (viii) expenses incident to the issuance of its shares
against payment therefor by or on behalf of the subscribers thereto; (ix) fees
and expenses, other than as hereinabove provided, incident to the registration
under Federal and State securities laws of shares of the Fund for public sale;
(x) expenses of printing and mailing reports, notices, and proxy material to
shareholders of the Fund; (xi) except as noted above, all other expenses
incidental to holding regular annual meetings of the Fund's shareholders; and
(xii) such extraordinary non-recurring expenses as may arise, including
litigation affecting the Fund and the legal obligation which the Fund may have
to indemnify its officers and Trustees with respect thereto.
4. Portfolio Transactions and Brokerage
(a) The Management Corporation is authorized, for the purchase and sale of
the Fund's portfolio securities, to employ such securities dealers as may, in
the best judgment of the Management Corporation, implement the policy of the
Fund to obtain prompt and reliable execution of orders at the most favorable net
price. Consistent with this policy, the Management Corporation is authorized to
direct the execution of the Fund's portfolio transactions to dealers furnishing
statistical information or research deemed by the Management Corporation to be
useful or valuable to the performance of its investment advisory functions for
the Fund.
5. Compensation of the Management Corporation
(a) The Fund agrees to pay the Management Corporation and the Management
Corporation agrees to accept as full compensation for all services rendered by
the Management Corporation as such, an annual fee payable monthly and computed
on the net asset value of the Fund as of the close of business each day at the
following annual rates:
.500% of the first $250 million of net assets; .475% of the next $250
million of net assets; .450% of the next $250 million of net assets;
.425% of the next $250 million of net assets; .400% of the next $250
million of net assets; .375% of the next $250 million of net assets;
and .350% of net assets in excess of $1.5 billion.
(b) Regardless of any of the above provisions, the Management Corporation
guarantees that the total expenses of the Fund in any fiscal year, exclusive of
taxes, interest and brokerage commissions, and extraordinary expenses such as
litigation costs, shall not exceed, and the Management Corporation undertakes to
pay or refund to the Fund any amount by which such expenses shall exceed the
lesser of (i) 1.5% of the average annual net assets of the Fund up to $30
million and 1% of its average annual net assets in excess of $30 million; or
(ii) 25% of total annual investment income of the Fund.
6. Use of Name
The Management Corporation hereby grants to the Fund a royalty-free,
non-exclusive license to use the name "Centennial" in the name of the Fund, and
any trademarks or service marks, whether or not registered, which it may own. To
the extent necessary to protect the Management Corporation's rights to the name
"Centennial" under applicable law, such license shall allow the Management
Corporation to inspect and, subject to control by the Fund's Board, control the
nature and quality of services offered by the Fund under such name. The license
may be terminated by the Management Corporation upon termination of this
Agreement in which case the Fund shall have no further right to use the name
"Centennial" in its name or otherwise or any of such marks, and the Fund, the
holders of its shares, and its officers and Trustees shall promptly take
whatever action may be necessary to change its name accordingly. The name
"Centennial" or any of said marks may be used or licensed by the Management
Corporation in connection with any of its activities, or licensed by the
Management Corporation to any other party.
7. Duration and Termination
(a) This Agreement shall go into effect on the date first set forth above
and shall continue in effect until December 31, 1991, and thereafter from year
to year, but only so long as such continuance is specifically approved at least
annually by the Board of Trustees, including the vote of a majority of the
Trustees of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Investment Company Act of 1940) of any such party
cast in person at a meeting called for the purpose of voting on such approval,
or by the vote of the holders of a "majority" (as so defined) of the outstanding
voting securities of the Fund and by such a vote of the Board of Trustees.
(b) This Agreement may be terminated by the Management Corporation at any
time without penalty upon giving the Fund sixty days' written notice (which
notice may be waived by the Fund) and may be terminated by the Fund at any time
without penalty upon giving the Management Corporation sixty days' notice (which
notice may be waived by the Management Corporation), provided that such
termination by the Fund shall be directed or approved by the vote of a majority
of all of the Trustees of the Fund then in office or by the vote of the holders
of a "majority" (as defined in the Investment Company Act of 1940) of the voting
securities of the Fund at the time outstanding and entitled to vote. This
Agreement shall automatically terminate in the event of its "assignment" (as
that term is defined in the Investment Company Act of 1940).
8. Disclaimer of Shareholder Liability
The Management Corporation understands that the obligations of this
Agreement are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund's property. The Management Corporation
represents that it has notice of the provisions of the Declaration of Trust
disclaiming Trustee and shareholder liability for acts or obligations of the
Fund.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers as of the 1st day of
January, 1999.
CENTENNIAL GOVERNMENT TRUST
Attest:
/s/ Xxxxxx X. Xxxxxxx
___________________ By:_____________________________________
Xxxxxx X. Xxxxxxx,
Vice President and Secretary
CENTENNIAL ASSET MANAGEMENT CORPORATION
Attest:
/s/ Xxxxxxxxx X. Xxxx
___________________ By:______________________________________
Xxxxxxxxx X. Xxxx,
Secretary
