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/ Robert G. Zack
  ___________________   By:_____________________________________
                             Robert G. Zack,
                             Vice President and Secretary

                             CENTENNIAL ASSET MANAGEMENT CORPORATION

  Attest:                    /s/ Katherine P. Feld
  ___________________   By:______________________________________
                             Katherine P. Feld,
                             Secretary