Exhibit 99.(m)(2) OCC CASH RESERVES, INC. AMENDMENT TO DISTRIBUTION ASSISTANCE AND ADMINISTRATION SERVICES PLAN THIS AMENDMENT dated as of February 4, 2002 to the Distribution Assistance and Administration Services Plan dated as of October 9, 2001, by...

                                                               Exhibit 99.(m)(2)

                            OCC CASH RESERVES, INC.

      AMENDMENT TO DISTRIBUTION ASSISTANCE AND ADMINISTRATION SERVICES PLAN


         THIS   AMENDMENT  dated  as of  February 4,  2002  to the  Distribution
Assistance and Administration  Services Plan dated as of October 9, 2001, by and
between OCC Cash Reserves, Inc., a Maryland corporation and OCC Distributors,  a
Delaware general partnership shall be amended as follows:

         Whereas,  the Distributor  has changed its form of organization  from a
Delaware general  partnership to a Delaware limited  liability company and shall
now be referred to as OCC Distributors LLC;

         Now, therefore, the parties agree as follows:

         All references to OCC Distributors in the Distributors Agreement should
be replaced with OCC Distributors LLC.

         No other changes to the Distributors 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.

OCC CASH RESERVES, INC.                       OCC DISTRIBUTORS LLC


By: /s/ Xxxxx X. Xxxxxxxx                      By: /s/ Xxxxxxx X. Xxxxxxxxx
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   Xxxxx X. Xxxxxxxx                              Xxxxxxx X. Xxxxxxxxx