AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 19th day of September, 2003, by and between CENTENNIAL
GOVERNMENT TRUST (hereinafter called the "Fund"), and CENTENNIAL ASSET MANAGEMENT
CORPORATION (hereinafter called the "Management Corporation").
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 therefore 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
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.
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 19th day of September, 2003.
CENTENNIAL GOVERNMENT TRUST
Attest: /s/ Xxxxxx X. Xxxx
___________________ By:_____________________________________
Xxxxxx X. Xxxx,
Vice President and Secretary
CENTENNIAL ASSET MANAGEMENT CORPORATION
Attest: /s/ Xxxxxxxxx X. Xxxx
___________________ By:______________________________________
Xxxxxxxxx X. Xxxx,
Secretary
