EXHIBIT d(6)
OCC ACCUMULATION TRUST
AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
THIS AMENDMENT dated as of February 4, 2002 to the Portfolio Management
Agreement dated as of March 1, 2000, by and between OpCap Advisors (the
"Advisor") and Pacific Investment Management Company ("PIMCO") shall be amended
as follows:
Whereas, the Advisor has changed its form of organization from a
Delaware general partnership to a Delaware limited liability company and shall
now be referred to as OpCap Advisors LLC; and
Whereas, PIMCO has changed its form of organization from a Delaware
general partnership to a Delaware limited liability company and shall now be
referred to as Pacific Investment Management Company LLC.
Now, therefore, the parties agree as follows:
All references to OpCap Advisors in the Portfolio Management Agreement
should be replaced with OpCap Advisors LLC. Similarly, all references to PIMCO
should be replaced with Pacific Investment Management Company LLC.
No other changes to the Portfolio Management Agreement shall be
contemplated by this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer as of the day and year first written
above.
OPCAP ADVISORS LLC PACIFIC INVESTMENT MANGEMENT COMPANY LLC
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