0000912057-02-014126 Sample Contracts

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Participation Agreement • April 8th, 2002 • Occ Accumulation Trust • New York
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OCC ACCUMULATION TRUST
Investment Advisory Agreement • April 8th, 2002 • Occ Accumulation Trust

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 Accumulation Trust, a Massachusetts business trust and OpCap Advisors (the "Advisor"), a Delaware general partnership shall be amended as follows:

OCC ACCUMULATION TRUST
Distributors Agreement • April 8th, 2002 • Occ Accumulation Trust

THIS AMENDMENT dated as of February 4, 2002 to the Distributors Agreement dated as of November 5, 1997, by and between OCC Accumulation Trust, a Massachusetts business trust and Pacific Investment Management Company shall be amended as follows:

OCC ACCUMULATION TRUST
Portfolio Management Agreement • April 8th, 2002 • Occ Accumulation Trust

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:

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