EXHIBIT (d)(2)
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of February, 2000 between OpCap Advisors (the
"Adviser"), a limited partnership, and PIMCO Advisors L.P. (the "Portfolio
Manager"), a limited partnership.
WHEREAS, OCC Accumulation Trust (the "Trust") is registered with the
Securities and Exchange Commission ("SEC") as an open-end, management investment
company under the Investment Company Act of 1940 and the rules and regulations
thereunder, as amended from time to time (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 and the rules and regulations
thereunder, as amended from time to time (the "Advisers Act"); and
WHEREAS, the Trust has retained the Adviser to render management services
to the Trust's series pursuant to an Investment Advisory Agreement dated as of
November 5, 1997, and such Agreement authorizes the Adviser to engage sub-
advisers to discharge the Adviser's responsibilities with respect to the
management of such series; and
WHEREAS, the Adviser desires to retain the Portfolio Manager to furnish
investment advisory services to one or more of the series of the Trust, and the
Portfolio Manager is willing to furnish such services to such series and the
Adviser in the manner and on the terms hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, it is agreed between the Adviser and the Portfolio
Manager as follows:
1. Appointment. The Adviser hereby appoints PIMCO Advisors L.P. to act as sub-
advisor to the Funds set forth in Schedule A (the "Funds") for the periods and
on the terms set forth in this Agreement. The Portfolio Manager accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to render
investment advisory services to one or more series of the Trust other than the
Funds, the Adviser shall notify the Portfolio Manager in writing. If the
Portfolio Manager is willing to render such services, it shall notify the
Adviser in writing, whereupon such series shall become a Fund hereunder, and be
subject to this Agreement.
2. Portfolio Management Duties. Subject to the supervision of the Trust's
Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Funds and determine the composition of the
assets of the Funds (with respect to assets managed by the Portfolio Manager),
including determination of the purchase, retention, or sale
of the securities, cash, and other investments for the Funds. The Portfolio
Manager will provide investment research and analysis, which may consist of
computerized investment methodology, and will conduct a continuous program of
evaluation, investment, sales, and reinvestment of the Funds' assets by
determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Funds, when these transactions
should be executed, and what portion of the assets of the Funds should be held
in the various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of the Funds. To the extent permitted by the investment policies of the
Funds, the Portfolio Manager shall make decisions for the Funds as to foreign
currency matters with respect to assets managed by the Portfolio Manager and
make determinations as to the retention or disposition of foreign currencies or
securities or other instruments denominated in foreign currencies, or derivative
instruments based upon foreign currencies, including forward foreign currency
contracts and options and futures on foreign currencies and shall execute and
perform the same on behalf of the Funds. The Portfolio Manager will provide the
services under this Agreement in accordance with each Fund's investment
objective or objectives, investment policies, and investment restrictions as
stated in the Trust's registration statement filed on Form N-1A with the SEC, as
supplemented or amended from time to time (the "Registration Statement"), copies
of which shall be sent to the Portfolio Manager by the Adviser. In performing
these duties, the Portfolio Manager:
(1) Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and regulations,
with any applicable procedures adopted by the Trust's Board of Trustees,
and with the provisions of the Registration Statement, as supplemented or
amended from time to time.
(2) Shall use reasonable efforts to manage each Fund so that it
qualifies as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").
(3) Is responsible, in connection with its responsibilities under this
Section 2, for decisions with respect to the assets managed by the
Portfolio Manager, to buy and sell securities and other investments for
the Funds, for broker-dealer and futures commission merchant ("FCM")
selection, and for negotiation of commission rates. The Portfolio
Manager's primary consideration in effecting a security or other
transaction will be to obtain the best execution for the Funds, taking
into account the factors specified in the Prospectus and Statement of
Additional Information for the Trust, as they may be amended or
supplemented from time to time. Subject to such policies as the Board of
Trustees may determine and consistent with Section 28(e) of the
Securities Exchange Act of 1934, the Portfolio Manager shall not be
deemed to have acted unlawfully or to have breached any duty created by
this Agreement or otherwise solely by reason of its having caused a Fund
to pay a broker or dealer, acting as agent, for effecting a portfolio
transaction at a price in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if
the Portfolio Manager determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of
either that
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particular transaction or the Portfolio Manager's overall
responsibilities with respect to the Funds and to its other clients as to
which it exercises investment discretion. To the extent consistent with
these standards, and in accordance with Section 11(a) of the Securities
Exchange Act of 1934, and subject to any other applicable laws and
regulations, the Portfolio Manager is further authorized to allocate the
orders placed by it on behalf of the Funds to the Portfolio Manager if it
is registered as a broker or dealer with the SEC, to its affiliate that
is registered as a broker or dealer with the SEC, or to such brokers and
dealers that also provide research or statistical research and material,
or other services to the Funds or the Portfolio Manager. Such allocation
shall be in such amounts and proportions as the Portfolio Manager shall
determine consistent with the above standards, and, upon request, the
Portfolio Manager will report on said allocation to the Adviser and the
Board of Trustees of the Trust, indicating the brokers or dealers to
which such allocations have been made and the basis therefor.
(4) May, on occasions when the purchase or sale of a security is deemed
to be in the best interest of a Fund as well as any other investment
advisory clients, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to
be sold or purchased with those of its other clients where such
aggregation is not inconsistent with the policies set forth in the
Registration Statement. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Portfolio Manager in a manner that is fair and
equitable in the judgment of the Portfolio Manager in the exercise of its
fiduciary obligations to the Trust and to such other clients.
(5) Will, in connection with the purchase and sale of securities for
each Fund, arrange for the transmission to the custodian for the Trust on
a daily basis, such confirmations, trade tickets, and other documents and
information, including, but not limited to, Cusip, Sedol, or other
numbers that identify securities to be purchased or sold on behalf of
such Fund, as may be reasonably necessary to enable the custodian to
perform its administrative and recordkeeping responsibilities with
respect to such Fund, and, with respect to portfolio securities to be
purchased or sold through the Depository Trust Company, will arrange for
the automatic transmission of the confirmation of such trades to the
Trust's custodian.
(6) Will assist the custodian and recordkeeping agent(s) for the Trust
in determining or confirming, consistent with the procedures and policies
stated in the Registration Statement, the value of any portfolio
securities or other assets of each Fund for which the custodian and
recordkeeping agent(s) seek assistance from the Portfolio Manager or
identify for review by the Portfolio Manager.
(7) Will make available to the Trust and the Adviser, promptly upon
request, any of the Funds' investment records and ledgers as are
necessary to assist the Trust to comply with requirements of the 1940 Act
and the Advisers Act, as well as other applicable laws, and will furnish
to regulatory authorities having the requisite authority any information
or reports in connection with such services which may be requested in
order
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to ascertain whether the operations of the Trust are being conducted in a
manner consistent with applicable laws and regulations.
(8) Will regularly report to the Trust's Board of Trustees on the
investment program for each Fund and the issuers and securities
represented in the Fund's portfolio, and will furnish the Trust's Board
of Trustees with respect to each Fund such periodic and special reports
as the Trustees may reasonably request.
(9) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has not,
to the best of the Portfolio Manager's knowledge:
(1) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or arising
out of such person's conduct as an underwriter, broker, dealer,
investment adviser, municipal securities dealer, government securities
broker, government securities dealer, transfer agent, or entity or
person required to be registered under the Commodity Exchange Act, or
as an affiliated person, salesman, or employee of any investment
company, bank, insurance company, or entity or person required to be
registered under the Commodity Exchange Act; or
(2) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent
jurisdiction from acting as an underwriter, broker, dealer, investment
adviser, municipal securities dealer, government securities broker,
government securities dealer, transfer agent, or entity or person
required to be registered under the Commodity Exchange Act, or as an
affiliated person, salesman or employee of any investment company,
bank, insurance company, or entity or person to required be registered
under the Commodity Exchange Act, or from engaging in or continuing any
conduct or practice in connection with any such activity or in
connection with the purchase or sale of any security.
3. Disclosure about Portfolio Manager. The Portfolio Manager has reviewed the
Registration Statement and represents and warrants that, with respect to the
disclosure about the Portfolio Manager or information relating, directly or
indirectly, to the Portfolio Manager, such Registration Statement contains, as
of the date hereof, no untrue statement of any material fact and does not omit
any statement of a material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading. The Portfolio
Manager further represents and warrants that it is a duly registered investment
adviser under the Advisers Act and a duly registered investment adviser in all
states in which the Portfolio Manager is required to be registered. The Adviser
has received a current copy of the Portfolio Manager's Uniform Application for
Investment Adviser Registration on Form ADV, as filed with the SEC. The
Portfolio Manager agrees to provide the Adviser with current copies of the
Portfolio Manager's Form ADV, and any supplements or amendments thereto, as
filed with the SEC.
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4. Expenses. During the term of this Agreement, the Portfolio Manager will pay
all expenses incurred by it and its staff and for their activities in connection
with its services under this Agreement. The Portfolio Manager shall not be
responsible for any of the following:
(1) Expenses of all audits by the Trust's independent public accountants;
(2) Expenses of the Trust's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
(3) Expenses of the Trust's custodial services, including recordkeeping
services provided by the custodian;
(4) Expenses of obtaining quotations for calculating the value of each
Fund's net assets;
(5) Expenses of obtaining Portfolio Activity Reports for each Fund;
(6) Expenses of maintaining the Trust's tax records;
(7) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors, stockholders,
or employees of the Adviser, its subsidiaries or affiliates;
(8) Taxes, if any, levied against the Trust or any of its series;
(9) Brokerage fees and commissions in connection with the purchase and sale
of portfolio securities for the Funds;
(10) Costs, including the interest expenses, of borrowing money;
(11) Costs and/or fees incident to meetings of the Trust's shareholders,
the preparation and mailings of prospectuses and reports of the Trust to its
shareholders, the filing of reports and regulatory bodies, the maintenance of
the Trust's existence, and the registration of shares with federal and state
securities or insurance authorities;
(12) The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
(13) Costs of printing stock certificates, if any, representing Shares of
the Trust;
(14) Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Portfolio Manager or any affiliate thereof;
(15) The Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
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(16) Association membership dues;
(17) Extraordinary expenses of the Trust as may arise, including expenses
incurred in connection with litigation, proceedings and other claims and the
legal obligations of the Trust to indemnify its trustees, officers, employees,
shareholders, distributors, and agents with respect thereto; and
(18) Organizational and offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided, the Adviser will pay the
Portfolio Manager a fee accrued and computed daily and payable monthly, based on
the average daily net assets of each Fund as set forth on the Schedule A
attached hereto.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
responsible for providing money for the initial capitalization of the Trust or
any Fund.
7. Compliance.
(a) The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Trust in the event (i) that the SEC has censured the Portfolio
Manager; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, and
(ii) upon having a reasonable basis for believing that a Fund has ceased to
qualify or might not qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code. The Portfolio Manager further agrees to notify
the Adviser and the Trust immediately of any material fact known to the
Portfolio Manager respecting or relating to the Portfolio Manager that is not
contained in the Registration Statement or prospectus for the Trust, or any
amendment or supplement thereto, or of any statement contained therein that
becomes untrue in any material respect.
(b) The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (i) that the SEC has censured the Adviser or the Trust;
placed limitations upon either of their activities, functions, or operations;
suspended or revoked the Adviser's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions, and (ii) upon having a reasonable basis for believing that any Fund has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.
8. Independent Contractor. The Portfolio Manager shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Adviser from time to time, have
no authority to act for or represent the Adviser in any way or otherwise be
deemed its agent. The Portfolio Manager understands that unless expressly
provided herein or authorized from time to time by the Trust, the Portfolio
Manager
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shall have no authority to act for or represent the Trust in any way or
otherwise be deemed the Trust's agent.
9. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Portfolio Manager hereby agrees that all records which
it maintains for the Funds are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's or the
Adviser's request, although the Portfolio Manager may, at its own expense, make
and retain a copy of such records. The Portfolio Manager further agrees to
preserve the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the
records required by Rule 204-2 under the Advisers Act for the period specified
in that Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate with each
other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC) in connection
with any investigation or inquiry relating to this Agreement or the Trust.
11. Services Not Exclusive. It is understood that the services of the
Portfolio Manager are not exclusive, and nothing in this Agreement shall prevent
the Portfolio Manager (or its affiliates) from providing similar services to
other clients, including investment companies (whether or not their investment
objectives and policies are similar to those of the Funds) or from engaging in
other activities.
12. Liability. Except as provided in Section 13 and as may otherwise be
required by the 1940 Act or other applicable law, the Adviser agrees that the
Portfolio Manager, any affiliated person of the Portfolio Manager, and each
person, if any, who, within the meaning of Section 15 of the Securities Act of
1933 (the "1933 Act") controls the Portfolio Manager shall not be liable for, or
subject to any damages, expenses, or losses in connection with, any act or
omission connected with or arising out of any services rendered under this
Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Portfolio Manager's duties, or by reason of
reckless disregard of the Portfolio Manager's obligations and duties under this
Agreement.
13. Indemnification. The Portfolio Manager agrees to indemnify and hold
harmless, the Adviser, any affiliated person within the meaning of Section
2(a)(3) of the 1940 Act ("affiliated person") of the Adviser and each person, if
any, who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Adviser (collectively, "PM Indemnified Persons")
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Adviser or such affiliated
person or controlling person may become subject under the 1933 Act, 1940 Act,
the Advisers Act, under any other statute, at common law or otherwise, arising
out of the Portfolio Manager's responsibilities to the Trust which (i) may be
based upon any misfeasance, malfeasance, or nonfeasance by the Portfolio
Manager, any of its employees or representatives, or any affiliate of or any
person acting on behalf of the Portfolio Manager (other than a PM Indemnified
Person), or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
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covering the Shares of the Trust or any Fund, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in reliance
upon information furnished to the Adviser, the Trust, or any affiliated person
of the Trust by the Portfolio Manager or any affiliated person of the Portfolio
Manager (other than a PM Indemnified Person); provided, however, that in no case
is the Portfolio Manager's indemnity in favor of the Adviser or any affiliated
person or controlling person of the Adviser deemed to protect such person
against any liability to which any such person would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of his duties, or by reason of his reckless disregard of obligation and duties
under this Agreement.
The Adviser agrees to indemnify and hold harmless the Portfolio Manager,
any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of
the Portfolio Manager and each person, if any, who, within the meaning of
Section 15 of the 1933 Act controls the Portfolio Manager (collectively,
"Adviser Indemnified Persons") against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses) to which the
Portfolio Manager or such affiliated person or controlling person may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other
statute, at common law or otherwise, arising out of the Adviser's
responsibilities as adviser of the Trust which (i) may be based upon any
misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees or
representatives or any affiliate of or any person acting on behalf of the
Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering Shares of the Trust or any Fund,
or any amendment thereof or any supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, unless such statement or
omission was made in reliance upon written information furnished to the Adviser
or any affiliated person of the Adviser by the Portfolio Manager or any
affiliated person of the Portfolio Manager (other than an Adviser Indemnified
Person); provided, however, that in no case is the indemnity of the Adviser in
favor of the Portfolio Manager, or any affiliated person or controlling person
of the Portfolio Manager deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties, or
by reason of his reckless disregard of obligations and duties under this
Agreement.
14. Duration and Termination. This Agreement shall take effect as of the
date hereof, and shall remain in effect for two years from such date, and
continue thereafter on an annual basis with respect to a Fund; provided that
such annual continuance is specifically approved at least annually (a) by the
vote of a majority of the entire Board of Trustees of the Trust, or (b) by the
vote of a majority of the outstanding voting securities (as such term is defined
in the 0000 Xxx) of that Fund, and provided that continuance is also approved by
the vote of a majority of the Board of Trustees of the Trust who are not parties
to this Agreement or "interested persons" (as such term is defined in the 0000
Xxx) of the Trust, the Adviser, or the Portfolio Manager, cast in person at a
meeting called for the purpose of voting on such approval. This Agreement may
not be materially amended with respect to a Fund without the vote of a majority
of the outstanding voting
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securities (as such term is defined in the 0000 Xxx) of that Fund. This
Agreement may be terminated:
(1) by the Trust at any time with respect to the services provided by
the Portfolio Manager, without the payment of any penalty, by vote of a
majority of the entire Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities (as such term is defined in
the 0000 Xxx) of the Trust or, with respect to a particular Fund, by vote
of a majority of the outstanding voting securities of that Fund, on 60
days' written notice to the Portfolio Manager;
(2) by the Portfolio Manager at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust;
(3) by the Adviser at any time, without the payment of any penalty,
upon 60 days' written notice to the Portfolio Manager.
However, any approval of this Agreement by the holders of a majority of the
outstanding voting securities (as such term is defined in the 0000 Xxx) of a
particular Fund shall be effective to continue this Agreement with respect to
the Fund notwithstanding (a) that this Agreement has not been approved by the
holders of a majority of the outstanding voting securities of any other Fund or
other series of the Trust or (b) that this Agreement has not been approved by
the vote of a majority of the outstanding voting securities of the Trust, unless
such approval shall be required by any other applicable law or otherwise. This
Agreement will terminate automatically with respect to the services provided by
the Portfolio Manager in the event of its assignment, as that term is defined in
the 1940 Act, by the Portfolio Manager.
15. Agreement and Declaration of Trust. A copy of the Declaration of Trust
of the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts. Notice is hereby given that this Agreement is executed on behalf
of the Trustees of the Trust as Trustees and not individually, and that the
obligations of or arising out of this Agreement are not binding upon any of the
Trustees, officers or shareholders of the Trust individually, but are binding
only upon the assets and property of the Trust.
16. Proxies. Unless the Adviser gives written instructions to the contrary,
the Portfolio Manager shall vote all proxies solicited by or with respect to the
issuers of securities in which assets of the Fund may be invested by the
Portfolio Manager. The Portfolio Manager shall maintain a record of how the
Portfolio Manager voted and such record shall be available to the Adviser upon
its request. The Portfolio Manager shall use its best good faith judgement to
vote such proxies in a manner which best serves the interests of the Fund's
shareholders.
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17. Notices. Any written notice required by or pertaining to this
Agreement shall be personally delivered to the party for whim it is intended, at
the address stated below, or shall be sent to such party by prepaid first class
mail or by facsimile.
If to the Adviser: OpCap Advisors
1345 Avenue of the Americas, 00xx Xxx.
Xxx Xxxx, XX 00000-0000
Fax: 000-000-0000
Attention: Legal Department
cc: Account Management
If to the Portfolio Manager: PIMCO Advisors L.P.
1345 Avenue of the Americas, 00xx Xxx.
Xxx Xxxx, XX 00000-0000
Fax: 000-000-0000
Attention: Legal Department
cc: Account Management
18. Confidential Information. The Portfolio Manager shall maintain the
strictest confidence regarding the business affairs of the Fund. Written
reports furnished by the Portfolio Manager to the Advisor shall be treated by
the Advisor and the Portfolio Manager as confidential and for the exclusive use
and benefit of the Advisor except as disclosure may be required by applicable
law.
19. Miscellaneous.
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(a) This Agreement shall be governed by the laws of the State of New York,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder.
(b) The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
(c) If any provisions of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable. To the extent that any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise with regard to any party hereunder, such provisions with respect to
other parties hereto shall not be affected thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
OPCAP ADVISORS
_____________________________ By:____________________________
Attest: Title:
Title:
PIMCO ADVISORS L.P.
______________________________ By:____________________________
Attest: Title:
Title
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SCHEDULE A
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FUND ANNUAL FEE RATE*
---- ---------------
Large Cap Growth Portfolio 0.40% on first $400 million
0.375% on nest $400 million
0.35% thereafter
Small Cap Growth Portfolio 0.40% on first $400 million
0.375% on nest $400 million
0.35% thereafter
Target Portfolio 0.40% on first $400 million
0.375% on nest $400 million
0.35% thereafter
Innovation Portfolio 0.40% on first $400 million
0.375% on nest $400 million
0.35% thereafter
Blended Equity Portfolio** 0.40% on first $400 million
0.375% on nest $400 million
0.35% thereafter
* The Annual Fee Rates are based on the average daily net assets of the
particular Fund taken separately.
** Based upon the percentage of assets managed.
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