AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of January,
2005, by and between XXXXXXXXXXX U.S. GOVERNMENT TRUST (the "Fund"), and
OPPENHEIMERFUNDS, INC. ("OFI").
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 Company 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. IN GENERAL
OFI 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 purchases of securities for and the sale of securities held in
the portfolio of the Fund; and to furnish facilities and furnish and supervise
personnel as shall be required to provide effective administration of the Fund.
2. DUTIES AND OBLIGATIONS OF OFI 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, OFI 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 and for the sale of
securities and other investments held in the portfolio of the Fund.
(b) Any investment advice furnished by OFI 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.
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(c) Nothing in this Agreement shall prevent OFI 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 OFI 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 OFI 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. FUND ADMINISTRATION AND ALLOCATION OF EXPENSES
OFI shall at its expense provide all executive, administration and
clerical personnel as shall be required to provide effective administration for
the Fund including the compilation and maintenance of such 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 the Securities and
Exchange Commission; composition of periodic reports with respect to its
operations for the shareholders of the Fund; composition of proxy materials for
meetings of the Fund's shareholders; and the composition of such registration
statements as may be required by federal securities laws for continuous public
sale of shares of the Fund. OFI shall, at its own cost and expense, also provide
the Fund with adequate office space, facilities and equipment. All other costs
and expenses not expressly assumed by OFI under this Agreement shall be paid by
the Fund, including, but not limited to (i) interests and taxes; (ii) insurance
premiums for fidelity and other coverage requisite to its operations; (iii)
compensation and expenses of its Trustees other than those associated or
affiliated with OFI; (iv) legal and audit expenses; (v) custodian and transfer
agent fees and expenses, and brokerage commissions, if any; (vi) expenses
incident to the redemption of its shares; (vii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (viii) fees and expenses, other than as hereinabove
provided, incident to the registration, under Federal law, of shares of the Fund
for public sale; (ix) expenses of printing and mailing periodic reports with
respect to its operations and notices and proxy materials to shareholders of the
Fund; (x) except as noted above, all other expenses incidental to holding
meetings of the Fund's shareholders; (xi) payments under the Fund's Service Plan
and its Distribution and Service Plans and Agreements; and (xii) such
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
OFI 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
OFI, implement the policy of the Fund to obtain prompt and reliable execution of
orders at the most favorable net price. Consistent with this policy, OFI is
authorized to direct the execution of the Fund's portfolio transactions to
dealers furnishing statistical information or research deemed by OFI to be
useful or valuable to the performance of its investment advisory functions for
the Fund.
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5. COMPENSATION OF OFI
The Fund agrees to pay OFI and OFI agrees to accept as full
compensation for all services rendered by OFI as such, a fee computed on the
aggregate net assets of the Fund as of the close of business each day and
payable monthly at the following annual rates:
0.60% of the first $300 million of net assets of the Fund;
plus
0.57% of the next $100 million; plus
0.55% of the next $400 million; plus
0.50% of the next $1.2 billion; plus
0.475% of net assets over $2 billion.
6. USE OF NAME
OFI hereby grants to the Fund a royalty-free, non-exclusive license to
use the name "Xxxxxxxxxxx" 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 OFI's rights to the name "Xxxxxxxxxxx" under applicable law, such
license shall allow OFI 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 OFI upon termination of this agreement in which
case the Fund shall have no further right to use the name "Xxxxxxxxxxx" 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 "Xxxxxxxxxxx" or any of said
marks may be used or licensed by OFI in connection with any of its activities,
or licensed by OFI to any other party, and the Fund, the holders of its shares,
and its Trustees and officers agree to take promptly whatever action may be
necessary to permit such use or license.
7. DURATION AND TERMINATION
(a) This Agreement shall go into effect on the date first set forth
above and shall continue in effect from year to year, but only so long as such
continuance is specifically approved at least annually (a) 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 (b) by the vote of the
holders of a "majority" (as so defined) of the outstanding voting securities of
the Fund and by such aforementioned vote of the Board of Trustees.
(b) This Agreement may be terminated by OFI 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 OFI sixty days' notice (which notice may be waived by OFI), provided that
such termination by the Fund shall be directed or approved by the vote of a
majority of all of the Board of Trustees of the Fund in office at the time 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 "assignment" is defined in the Investment Company Act of
1940).
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8. LIABILITY
(a) In the absence of willful misfeasance, bad xxxxx xxxxx negligence
or reckless disregard of its obligations or duties under this Agreement, OFI
shall not be liable to this Fund or any shareholder for any act or omission in
performing the services required by this Agreement or for any losses that may be
sustained in the purchase, holding or sale of any security or other investment.
(b) OFI understands and agrees that the obligations of the Fund under
this Agreement are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund and the Fund's property; OFI represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming 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 day and
year first above written.
XXXXXXXXXXX U.S. GOVERNMENT TRUST
By: /s/Xxxxxx X. Xxxx
-----------------
Xxxxxx X. Xxxx
Secretary
OPPENHEIMERFUNDS, INC.
By: /s/Xxxx X. Xxxxxx
-----------------
Xxxx X. Xxxxxx
Chairman, President & Chief Executive
Officer
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