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.
(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.
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).
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
