Exhibit 99.(d)(2)
OCC CASH RESERVES, INC.
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT dated as of February 4, 2002 to the Investment Advisory
Agreement dated as of November 5, 1997, as amended, by and between OCC Cash
Reserves, Inc., a Maryland corporation and OpCap Advisors (the "Advisor"), a
Delaware general partnership 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;
Now, therefore, the parties agree as follows:
All references to OpCap Advisors in the Investment Advisory Agreement
should be replaced with OpCap Advisors LLC.
No other changes to the Investment Advisory 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. OPCAP ADVISORS LLC
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxxx