Exhibit d(4)
NOVATION OF PORTFOLIO MANAGEMENT AGREEMENT
This Novation Agreement is entered into this 4th day of February, 2002
by and among OpCap Advisors LLC ("OpCap Advisors"), a Delware limited liability
company, Allianz Dresdner Asset Management of America L.P. (formerly PIMCO
Advisors L.P.) ("XXXX"), a Delaware limited partnership and PIMCO Equity
Advisors LLC ("PEA"), a Delaware limited liability company.
WHEREAS, OCC Accumulation Trust (the "Fund") has retained OpCap
Advisors to render management services to the Fund pursuant to an Investment
Management Agreement dated as of May 1, 1999, as from time to time amended or
supplemented, and such agreement authorizes OpCap Advisors to engage
sub-advisers to discharge OpCap Advisors' responsibilities with respect to the
management of the Fund;
WHEREAS, OpCap Advisors has appointed XXXX to act as portfolio manager
to the Fund pursuant to the terms of the Portfolio Management Agreement dated as
of February 1, 2000 by and between OpCap Advisors and XXXX (as from time to time
amended or supplemented, the "Portfolio Management Agreement");
WHEREAS, OpCap Advisors, XXXX and PEA are all registered with the SEC
as investment advisors under the Investment Advisers Act of 1940 and the rules
and regulations thereunder, as amended from time to time;
WHEREAS, OpCap Advisors, in a transaction which does not result in a
change of actual control or management in accordance with Rule 2a-6 of the
Investment Company Act of 1940, desires to affect a novation of the Portfolio
Management Agreement so that PEA is substituted for XXXX as a party to such
agreements and XXXX is released from its obligations under such agreements, PEA
desires to accept the novation thereof, and OpCap Advisors desires to consent to
such novation;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. NOVATION AND ACCEPTANCE. Subject to the terms and conditions
contained herein, XXXX hereby affects the novation of the Portfolio Management
Agreement (the "Portfolio Management Novation") to substitute PEA for XXXX as
party to such agreements, OpCap Advisors hereby consents to such Novation and
hereby releases XXXX from all of its duties and obligations under the Portfolio
Management Agreement, and PEA hereby accepts the Novation and hereby releases
XXXX from all of its duties and obligations under the Portfolio Management
Agreement and assumes all rights, duties and obligations of XXXX under such
agreements. Any procedures established from time to time by agreement between
OpCap Advisors and XXXX shall be considered to be part of the Portfolio
Management Agreement and shall be assigned to PEA, subject to the terms and
conditions contained herein and subject to amendment by mutual agreement of PEA
and OpCap Advisors.
2. TERM. The Portfolio Management Novation shall become effective on
the date hereof and shall extend for so long as the terms specified in Sections
4 and 5 of the Portfolio Management Agreement are satisfied or until terminated
in accordance with said Sections 4 and 5.
3. NO TERMINATION. The parties agree that the Portfolio Management
Novation shall not constitute "assignments" of the Agreements for purposes of
the Portfolio Management Agreement or the 1940 Act, and that the Portfolio
Management Agreement, as so novated, shall remain in full force and effect after
the Novation.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have caused this Novation
Agreement to be executed as of the day and year first above written.
OPCAP ADVISORS LLC
By: /s/Xxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
ALLIANZ DRESDNER
ASSET MANAGEMENT
OF AMERICA L.P.
By: /s/Xxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
PIMCO EQUITY
ADVISORS LLC
By: /s/Taegan X. Xxxxxxx
----------------------------
Name: Taegan X. Xxxxxxx
Title: Managing Director
