AMENDED AND RESTATED
                        INVESTMENT ADVISORY AGREEMENT


      AGREEMENT, made the 1st day of January, 2006, by and between
Oppenheimer Quest for Value Funds, a Massachusetts business trust
(hereinafter referred to as the "Company"), and OppenheimerFunds, Inc.
(hereinafter referred to as "OFI").

      WHEREAS, the Company 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 OFI is an investment adviser registered as such with the
Commission under the Investment Advisers Act of 1940;

      WHEREAS, Oppenheimer Small- & Mid- Cap Value Fund is a separately
capitalized Series (the "Series") of the Shares of beneficial interest to be
issued by the Company ("Shares") pursuant to the Company's registration
statement;

      WHEREAS, the Company desires that OFI shall act as its investment
adviser with respect to the Series pursuant to this Amended and Restated
Investment Advisory Agreement (the "Agreement");

      NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:

1.    General Provisions.

      The Company hereby employs OFI and OFI hereby undertakes to act as the
investment adviser of the Company in connection with, and for the benefit of,
the Series (including any Series hereafter created) and to perform for the
Company such other duties and functions in connection with the Series for the
period and on such terms as set forth in this Agreement. OFI shall, in all
matters, give to the Company and its Board of Trustees (the "Trustees") the
benefit of its best judgment, effort, advice and recommendations and shall,
at all times conform to, and use its best efforts to enable the Company to
conform to (i) the provisions of the Investment Company Act and any rules or
regulations thereunder; (ii) any other applicable provisions of state or
Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of
the Company as amended from time to time; (iv) policies and determinations of
the Trustees; (v) the fundamental policies and investment restrictions of the
Series as reflected in the registration statement of the Company under the
Investment Company Act or as such policies may, from time to time, be amended
and (vi) the Prospectus and Statement of Additional Information of the Series
in effect from time to time. The appropriate officers and employees of OFI
shall be available upon reasonable notice for consultation with any of the
Trustees and officers of the Company with respect to any matters dealing with
the business and affairs of the Company including the valuation of portfolio
securities of the Company which are either not registered for public sale or
not traded on any securities market.

2.    Investment Management.

      (a) OFI shall, subject to the direction and control by the Trustees,
(i) regularly provide investment advise and recommendations to the Company
with respect to the investments, investment policies and the purchase and
sale of securities and other investments for the Series; (ii) supervise
continuously the investment program of the Series and the composition of its
portfolio and determine what securities shall be purchased or sold by;
and(iii) arrange, subject to the provisions of paragraph 7 hereof, for the
purchase of securities and other investments for the Series and the sale of
securities and other investments held in the portfolio of the Series.

      b)  Provided  that  the  Company  shall  not  be  required  to  pay  any
compensation  for services under this Agreement  other than as provided by the
terms of the  Agreement  and subject to the  provisions of paragraph 7 hereof,
OFI may obtain investment  information,  research or assistance from any other
person,  firm or corporation to  supplement,  update or otherwise  improve its
investment   management   services   including   entering  into   sub-advisory
agreements  with  other  affiliated  or  unaffiliated   registered  investment
advisors to obtain specialized services.

      (c) Provided that nothing herein shall be deemed to protect OFI from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or reckless disregard of its obligations and duties under this
Agreement, OFI shall not be liable for any loss sustained by reason of good
faith errors or omissions in connection with any matters to which this
Agreement relates.

      (d) Nothing in this Agreement shall prevent OFI or any entity
controlling, controlled by or under common control with OFI or any officer
thereof from acting as investment adviser for any other person, firm or
corporation or in any way limit or restrict OFI or any of its directors,
officers, stockholders or employees from buying, selling or trading any
securities or other investments for its or their own account or for the
account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by
OFI of its duties and obligations under this Agreement.

3.    Other Duties of OFI.

      OFI shall, at its own expense, provide and supervise the activities of
all administrative and clerical personnel as shall be required to provide
effective corporate administration for the Company, 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 Commission; composition of
periodic reports with respect to operations of the Series for its
shareholders; composition of proxy materials for meetings of the Series'
shareholders; and the composition of such registration statements as may be
required by Federal and state securities laws for continuous public sale of
Shares of the Series. OFI shall, at its own cost and expense, also provide
the Company with adequate office space, facilities and equipment. OFI shall,
at its own expenses, provide such officers for the Company as the Board of
Trustees may request.

4.    Allocation of Expenses.

      All other costs and expenses of the Series of the Company not  expressly
assumed by OFI under this  Agreement,  or to be paid by the Distributor of the
Shares of the  Series,  shall be paid by the  Company on behalf of the Series,
including,  but not limited to: (i)  interest,  taxes and  governmental  fees;
(ii)  brokerage  commissions  and other  expenses  incurred  in  acquiring  or
disposing of the portfolio  securities  and other  investments  of the Series;
(iii)  insurance  premiums for fidelity  and other  coverage  requisite to its
operations;  (iv)  compensation  and expenses of its Trustees other than those
affiliated  with  OFI;  (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 Series for public
sale;  (x)  expenses  of  printing  and  mailing  reports,  notices  and proxy
materials to shareholders of the Company and the Series;  (xi) except as noted
above,  all other  expenses  incidental  to holding  meetings of the Company's
shareholders;  and (xii)  such  extraordinary  non-recurring  expenses  as may
arise,  including litigation,  affecting the Company or any Series thereof and
any legal  obligation  which the Company or the Series,  may have to indemnify
its officers and Trustees with respect  thereto.  Any officers or employees of
OFI (or any entity  controlling,  controlled  by, or under common control with
OFI) who also serve as officers,  Trustees or  employees of the Company  shall
not  receive  any  compensation  from the  Company  or the  Series  for  their
services.

5.    Compensation of OFI.

      The Company agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties on its part to
be performed pursuant to the provisions hereof, a fee computed on the total
net asset value of the Series of the Company as of the close of each business
day and payable monthly at the annual rate for the Series set forth on
Schedule A hereto.

6.    Use of Name "Oppenheimer" or "Quest For Value".

      OFI hereby grants to the Company a royalty-free, non-exclusive license
to use the name "Oppenheimer" or "Quest For Value" in the name of the Company
for the duration of this Agreement and any extensions or renewals thereof. To
the extent necessary to protect OFI's rights to the name "Oppenheimer" or
"Quest For Value" under applicable law, such license shall allow OFI to
inspect and, subject to control by the Company's Board, control the nature
and quality of services offered by the Company under such name and may, upon
termination of this Agreement, be terminated by OFI, in which event the
Company shall promptly take whatever action may be necessary to change its
name and discontinue any further use of the name "Oppenheimer" or "Quest For
Value" in the name of the Company or otherwise. The name "Oppenheimer" and
"Quest For Value" may be used or licensed by OFI in connection with any of
its activities, or licensed by OFI to any other party.

7.    Portfolio Transactions and Brokerage.

      (a) OFI (and any Sub Advisor) is authorized, in arranging the purchase
and sale of the portfolio securities and other investments of the Series to
employ or deal with such members of securities or commodities exchanges,
brokers or dealers (hereinafter "broker-dealers"), including "affiliated"
broker-dealers (as that term is defined in the Investment Company Act), as
may, in its best judgment, implement the policy of the Fund to obtain, at
reasonable expense, the "best execution" (prompt and reliable execution at
the most favorable security price obtainable) of the portfolio transactions
of the Series as well as to obtain, consistent with the provisions of
subparagraph (c) of this paragraph 7, the benefit of such investment
information or research as will be of significant assistance to the
performance by OFI (and any Sub Advisor) of its (their) investment management
functions.

      (b) OFI (and any Sub Advisor) shall select  broker-dealers to effect the
portfolio  transactions  of the Series on the basis of its  estimate  of their
ability  to  obtain  best  execution  of  particular  and  related   portfolio
transactions.  The abilities of a  broker-dealer  to obtain best  execution of
particular  portfolio  transaction(s)  will  be  judged  by OFI  (or  any  Sub
Advisor) on the basis of all relevant  factors and  considerations  including,
insofar as feasible,  the execution  capabilities  required by the transaction
or  transactions;   the  ability  and  willingness  of  the  broker-dealer  to
facilitate the portfolio  transactions of the Series by participating  therein
for its own account;  the  importance  to the Series of speed,  efficiency  or
confidentiality;  the broker-dealer's  apparent  familiarity with sources from
or to whom particular  securities or other  investments  might be purchased or
sold;  as  well  as  any  other  matters   relevant  to  the  selection  of  a
broker-dealer for particular and related transactions of the Series.

      (c) OFI (and any Sub Advisor) shall have discretion, in the interest of
the Company and the Series, to allocate brokerage on the portfolio
transactions of the Series to broker-dealers, other than an affiliated
broker-dealers, qualified to obtain best execution of such transactions who
provide brokerage and/or research services (as such services are defined in
Section 28(e)(3) of the Securities Exchange Act of 1934) for the Series
and/or other accounts for which OFI or its affiliates (or any Sub Advisor)
exercise "investment discretion" (as that term is defined in Section 3(a)(35)
of the Securities Exchange Act of 1934) and to cause the Company or the
Series to pay such broker-dealers a commission for effecting a portfolio
transaction for the Company or the Series that is in excess of the amount of
commission another broker-dealer adequately qualified to effect such
transaction would have charged for effecting that transaction, if OFI (or any
Sub Advisor) determines, in good faith, that such commission is reasonable in
relation to the value of the brokerage and/or research services provided by
such broker-dealer viewed in terms of either that particular transaction or
the overall responsibilities of OFI or its affiliates (or any Sub Advisor)
with respect to accounts as to which they exercise investment discretion. In
reaching such determination, OFI (or any Sub Advisor) will not be required to
place or attempt to place a specific dollar value on the brokerage and/or
research services provided or being provided by such broker-dealer. In
demonstrating that such determinations were made in good faith, OFI (and any
Sub Advisor) shall be prepared to show that all commissions were allocated
for purposes contemplated by this Agreement and that the total commissions
paid by the Company and the Series over a representative period selected by
the Company's Trustees were reasonable in relation to the benefits to the
Company and the Series.

      (d) OFI (or any Sub Advisor) shall have no duty or obligation to seek
advance competitive bidding for the most favorable commission rate applicable
to any particular portfolio transactions or to select any broker-dealer on
the basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges of
eligible broker-dealers and to minimize the expense incurred by the Company
and the Series for effecting its portfolio transactions to the extent
consistent with the interests and policies of the Company and the Series as
established by the determinations of the Board of Trustees of the Company and
the provisions of this paragraph 7.

      (e) The Company recognizes that an affiliated broker-dealer: (i) may
act as one of the Company's regular brokers for the Company or the Series
thereof so long as it is lawful for it so to act; (ii) may be a major
recipient of brokerage commissions paid by the Company or a Series thereof;
and (iii) may effect portfolio transactions for the Company or the Series
only if the commissions, fees or other remuneration received or to be
received by it are determined in accordance with procedures contemplated by
any rule, regulation or order adopted under the Investment Company Act to be
within the permissible level of such commissions.

8.    Duration.

      This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement
shall remain in effect from year to year, so long as such continuance shall
be approved at least annually by the Company's Board of Trustees, including
the vote of the majority of the Trustees of the Company who are not parties
to this Agreement or "interested persons" (as defined in the Investment
Company Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or by the holders of a "majority" (as
defined in the Investment Company Act) of the outstanding voting securities
of the Company, or the Series thereof, and by such a vote of the Company's
Board of Trustees.

9.    Disclaimer of Shareholder or Trustee Liability.

      OFI understands and agrees that the obligations of the Company under
this Agreement are not binding upon any shareholder or Trustee of the Company
personally, but bind only the Company and the Company's property; OFI
represents that it has notice of the provisions of the Declaration of Trust
of the Company disclaiming shareholder or Trustee liability for acts or
obligations of the Company.

10.   Termination.

      This Agreement may be terminated (i) by OFI at any time without penalty
upon sixty days' written notice to the Company (which notice may be waived by
the Company); or (ii) by the Company at any time without penalty upon sixty
days' written notice to OFI (which notice may be waived by OFI) provided that
such termination by the Company shall be directed or approved by the vote of
a majority of all of the Trustees of the Company then in office or by the
vote of the holders of a "majority" of the outstanding voting securities of
the Company (as defined in the Investment Company Act).

11.   Assignment or Amendment.

      This Agreement may not be amended, or the rights of OFI hereunder sold,
transferred, pledged or otherwise in any manner encumbered without the
affirmative vote or written consent of the holders of the "majority" of the
outstanding voting securities of the Company. This Agreement shall
automatically and immediately terminate in the event of its "assignment," as
defined in the Investment Company Act.

12.   Definitions.

      The terms and provisions of the Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions contained
in the Investment Company Act.


                                    Oppenheimer Quest for Value Funds,
                                    for its Series,
                                    Oppenheimer Small- & Mid- Cap Value Fund



                                    By:   /s/ Robert G. Zack
                                         Robert G. Zack
                                         Secretary


                                    OppenheimerFunds, Inc.



                                    By:   /s/ John V. Murphy
                                         John V. Murphy
                                         Chairman, President & Chief
                                         Executive Officer




                                  Schedule A
                                      to
                             Amended and Restated
                        Investment Advisory Agreement
                                   between
                      Oppenheimer Quest For Value Funds
                                     and
                            OppenheimerFunds, Inc.


----------------------------------------- --------------------------------------------
             Name of Series                Annual Fee as a Percentage of Daily Total
                                                          Net Assets
========================================= ============================================
----------------------------------------- --------------------------------------------
Oppenheimer Small- & Mid- Cap Value Fund  0.80% of first $400 million of net assets,
                                          0.75% of the next $400 million of net
                                          assets,
                                          0.60% of the next $1.2 billion and
                                          0.58% net assets over $800 million.
----------------------------------------- --------------------------------------------