0000312555-11-000001 Sample Contracts

AMENDED AND RESTATED
Amended and Restated • December 29th, 2011 • Oppenheimer Rising Dividends Fund

AMENDED AND RESTATED ADVISORY AGREEMENT, made the 1st day of October, 2011, by and between Oppenheimer Rising Dividends Fund, Inc. (formerly named Oppenheimer Quest Value Fund, Inc.), a Maryland corporation (hereinafter referred to as the "Company"), and OppenheimerFunds, Inc. (hereinafter referred to as "OFI").

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