OPPENHEIMER CAPITAL L P /DE/, SC 13D, 1997-12-10

OPPENHEIMER CAPITAL L P /DE/
SC 13D, 1997-12-10
INVESTORS, NEC

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------

SCHEDULE 13D
Under the Securities Exchange Act of 1934

PIMCO ADVISORS L.P.
------------------
(Name of Issuer)

Class A Limited Partner Units
-------------------------------------
(Title of Class of Securities)

69338X105
---------------
(CUSIP Number)

Kenneth M. Poovey
Executive Vice President and General Counsel
PIMCO Advisors L.P.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660
(714) 717-7022
---------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

David C. Flattum
Latham & Watkins
650 Town Center Drive
Costa Mesa, California 92626
(714) 540-1235

November 30, 1997
---------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]

Page 1 of 181 Pages
Exhibit Index is on Page 32

1
<PAGE> 2

SCHEDULE 13D

- ------------------- --------------------
CUSIP NO. 69338X105 PAGE 2 OF 181 PAGES
- ------------------- --------------------

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Oppenheimer Capital, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]

N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

26,052,966 (See Item 5)
Number of -----------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially
Owned By None (See Item 5)
Each -----------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person
With 26,052,966 (See Item 5)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

None (See Item 5)
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

PN
- --------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

2
<PAGE> 3

SCHEDULE 13D

- ------------------- --------------------
CUSIP NO. 69338X105 PAGE 3 OF 181 PAGES
- ------------------- --------------------

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PIMCO Partners, G.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]

N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

65,463,287 (See Item 5)
Number of -----------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially
Owned By 14,380,217 (See Item 5)
Each -----------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person
With 65,463,287 (See Item 5)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

14,380,217 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

PN
- --------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

3
<PAGE> 4

SCHEDULE 13D

- ------------------- --------------------
CUSIP NO. 69338X105 PAGE 4 OF 181 PAGES
- ------------------- --------------------

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Pacific Mutual Holding Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]

N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

5,115,275 (See Item 5)
Number of -----------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially
Owned By 79,843,504 (See Item 5)
Each -----------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person
With 5,115,275 (See Item 5)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

79,843,504 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

HC, CO
- --------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

4
<PAGE> 5

SCHEDULE 13D

- ------------------- --------------------
CUSIP NO. 69338X105 PAGE 5 OF 181 PAGES
- ------------------- --------------------

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Pacific LifeCorp
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]

N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

79,843,504 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

5
<PAGE> 6

SCHEDULE 13D

- ------------------- --------------------
CUSIP NO. 69338X105 PAGE 6 OF 181 PAGES
- ------------------- --------------------

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Pacific Life Insurance Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]

N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

79,843,504 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IC, HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

6
<PAGE> 7

SCHEDULE 13D

- ------------------- --------------------
CUSIP NO. 69338X105 PAGE 7 OF 181 PAGES
- ------------------- --------------------

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Pacific Financial Asset Management Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]

N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

79,843,504 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

7
<PAGE> 8

SCHEDULE 13D

- ------------------- --------------------
CUSIP NO. 69338X105 PAGE 8 OF 181 PAGES
- ------------------- --------------------

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Pacific Investment Management Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]

N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

353,204 (See Item 5)
Number of -----------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially
Owned By 79,843,504 (See Item 5)
Each -----------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person
With 353,204 (See Item 5)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

79,843,504 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 9

SCHEDULE 13D

- ------------------- --------------------
CUSIP NO. 69338X105 PAGE 9 OF 181 PAGES
- ------------------- --------------------

- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

PIMCO Partners, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]

N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

142,480 (See Item 5)
Number of -----------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially
Owned By 79,843,504 (See Item 5)
Each -----------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person
With 142,480 (See Item 5)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER

79,843,504 (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Item 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

9
<PAGE> 10

Item 1. Security and Issuer.

The title of the class of equity securities to which this
Schedule relates is Class A units of limited partner interest ("PIMCO Advisors
Class A LP Units"), in PIMCO Advisors L.P., a Delaware limited partnership
("PIMCO Advisors"). Note that, under the Amended and Restated Agreement of
Limited Partnership of PIMCO Advisors L.P., dated as of October 31, 1997 (the
"PIMCO Advisors Partnership Agreement"), units of general partner interest in
PIMCO Advisors ("PIMCO Advisors GP Units") are convertible into PIMCO Advisors
Class A LP Units if the holder ceases to be a general partner of PIMCO Advisors.
The beneficial ownership discussed herein includes an aggregate of 26,852,965
PIMCO Advisors Class A LP Units which may be acquired upon conversion of PIMCO
Advisors GP Units. The address of PIMCO Advisors is 800 Newport Center Drive,
Newport Beach, California 92660.

Item 2. Identity and Background.

This Statement is being filed by the following persons
(collectively, the "Filing Persons"): Oppenheimer Capital, L.P., a Delaware
limited partnership ("Opcap LP"), PIMCO Partners, G.P., a California general
partnership ("PGP"), Pacific Mutual Holding Company, a California corporation
("PMHC"), Pacific LifeCorp, a Delaware corporation ("LifeCorp"), Pacific Life
Insurance Company, a California corporation ("Pacific Life"), Pacific Financial
Asset Management Corporation, a California corporation ("PFAMCo"), Pacific
Investment Management Company, a California corporation ("PIMCO Inc."), and
PIMCO Partners, LLC ("PPLLC").

(a) PGP is the general partner of PIMCO Advisors and Opcap LP.
The general partners of PGP are PIMCO Inc. and PPLLC. PIMCO Inc. is a
wholly-owned subsidiary of PFAMCo, which, in turn, is a wholly-owned subsidiary
of Pacific Life. Pacific Life is a wholly-owned subsidiary of LifeCorp, which,
in turn, is a wholly-owned subsidiary of PMHC. William R. Benz, II, David H.
Edington, William H. Gross, John L. Hague, Brent R. Harris, Dean S. Meiling,
William F. Podlich, William C. Powers, Frank B. Rabinovitch, Lee R. Thomas, III,
William S. Thompson, Jr., and Benjamin L. Trosky are all of the members of PPLLC
(collectively, the "PPLLC Members").

The Filing Persons, the PPLLC Members, and the directors and
officers of any corporations that are Filing Persons or partners of Filing
Persons are collectively referred to herein as "Reporting Persons."

(b) The business address of each of Opcap LP, PGP, PPLLC, and the
PPLLC Members is 800 Newport Center Drive, Newport Beach, CA 92660. The business
address of all other Reporting Persons, except as specified in Appendix I hereto
(incorporated herein by reference), is 700 Newport Center Drive, Newport Beach,
CA 92660.

(c) Opcap LP is principally engaged in the investment management
and advisory business through its general partner interest in PIMCO Advisors.

10
<PAGE> 11

PGP is principally engaged in the investment management and
advisory business through its managing general partner interest in PIMCO
Advisors and Opcap LP, and its ownership interest in Thompson Advisory Group,
Inc., a Delaware corporation ("TAG"). TAG holds a limited partner interest in
PIMCO Advisors. Opcap LP holds a general partner interest in PIMCO Advisors.

Pacific Life is principally engaged in the insurance business.
Through its subsidiaries and partnerships, including PIMCO Advisors, Pacific
Life is indirectly involved in the investment management and advisory business.

LifeCorp is principally engaged in the insurance, investment
management and advisory businesses indirectly through its subsidiaries and other
partnerships, including PIMCO Advisors.

PMHC is a holding company principally engaged in the insurance,
investment management and advisory businesses indirectly through its
subsidiaries and other partnerships, including PIMCO Advisors.

PFAMCo is principally engaged in the investment management and
advisory business indirectly through various subsidiaries and partnerships,
including subsidiaries which are limited partners of PIMCO Advisors, and through
its status as the sole shareholder of PIMCO Inc., one of two general partners of
PGP, which in turn is the general partner of PIMCO Advisors.

PIMCO Inc. is one of two general partners of PGP and is
principally engaged in the investment management and advisory business
indirectly through PGP as general partner of PIMCO Advisors.

The principal business of PPLLC is that of being the managing
general partner of PGP. The principal occupation of the PPLLC Members is that of
acting as managing directors of an investment management subsidiary of PIMCO
Advisors.

The name, residence or business address; present principal
occupation or employment; name, principal business and address of any
organization in which such employment is conducted; and citizenship of each
Filing Person's partners and, if a corporation, their executive officers,
directors and/or members (other than those listed above), are set forth in
Appendix I hereto (incorporated herein by reference).

(d), (e) During the last five years, none of the Filing Persons,
nor to the best knowledge of the Filing Persons, any other person named in this
Item 2 or on Appendix I has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

11
<PAGE> 12

(f) All Reporting Persons and their executive officers, directors
and/or members, other than as indicated in Appendix I hereto (incorporated
herein by reference), are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

This report relates to the acquisition by Opcap LP of 26,052,966
PIMCO Advisors GP Units in connection with the merger of Oppenheimer Capital
with a subsidiary of PIMCO Advisors (the "Oppenheimer Capital Merger"). The
background of the transaction is as follows:

On November 4, 1997, PIMCO Advisors acquired the investment
advisory assets of Oppenheimer Group, Inc. ("Opgroup"), including a 32.4%
managing general partner interest in Oppenheimer Capital (a general partnership
in which Opcap LP held a 67.6% interest prior to the Oppenheimer Capital
Merger), the sole one percent general partner interest in Opcap LP, one percent
general partner interests in three subsidiaries of Oppenheimer Capital and the
ownership of Value Advisors LLC, a newly formed limited liability company
holding eight closed-end investment fund management contracts formerly held by
Advantage Advisers, Inc. (the "Opgroup Transaction"). As consideration for these
assets, the Opgroup stockholders received 2,119,608 Class A units of limited
partner interest in PIMCO Advisors (the "PIMCO Advisors Class A LP Units"),
rights (the "Opgroup Exchange Rights") to acquire up to 6,900,000 additional
PIMCO Advisors Class A LP Units (or, after December 31, 1997, the same number of
units of limited partner interest in Opcap LP ("Opcap LP Units")) at $33 1/3
per unit upon exchange of 6% Senior Notes due December 1, 2037 of Opgroup (the
"Opgroup Notes") and rights to require PIMCO Advisors to repurchase some or all
of these units for $25.50 per unit (the "Opgroup Put Rights").

PIMCO Advisors acquisition of Opgroup's investment advisory
assets in the Opgroup Transaction was accomplished as follows:

(i) Immediately prior to the transaction, Opgroup
redeemed certain shares of its outstanding stock in exchange for
(A) $244 million in available cash, (B) $150 million in Opgroup
Notes and (C) an $80 million face amount Certificate of Long-Term
Indemnity Indebtedness (subject to reduction upon the occurrence
of certain indemnity obligations with respect to the investment
management assets), which under certain circumstances converts
into an equal principal amount of Opgroup Notes. The Opgroup
Notes are limited in recourse to the assets of Opgroup.

(ii) Following the redemption, a newly-formed,
wholly-owned limited liability company subsidiary of PIMCO
Advisors merged with and into Opgroup. In the merger, Opgroup
became a subsidiary of PIMCO Advisors, and the Opgroup
stockholders received 2,119,608 PIMCO Advisors Class A LP Units,
the Opgroup Exchange Rights, and the Opgroup Put Rights. The
Opgroup stockholders also are entitled to certain registration
rights with respect to these units.

12
<PAGE> 13

(iii) Immediately following the merger, Opgroup, then a
subsidiary of PIMCO Advisors, caused its subsidiary Oppenheimer
Financial Corp. ("Opfin") to contribute (i) the ownership of
Value Advisors LLC and the sole one percent general partner
interest in Opcap LP and then (ii) Opfin's 32.4% managing general
partner interest in Oppenheimer Capital and the one percent
general partner interests in three subsidiaries of Oppenheimer
Capital to Value Advisors LLC (then a subsidiary of PIMCO
Advisors). In exchange for these contributions, Opfin received
6,000,000 Class C units of limited partner interest (the "PIMCO
Advisors Class C LP Units"). Each PIMCO Advisors Class C LP Unit
is entitled to the same proportionate share of profits, losses
and distributions as a PIMCO Advisors Class A LP Unit, but with a
maximum distribution of $3.00 per year, or $0.75 per quarter
subject to a catch-up on an annual basis. In connection with this
transaction, Opcap LP adopted an amendment to its partnership
agreement converting the one percent general partner interest
into a one-one hundredth of one percent general partner interest,
with the remaining interest converted into Opcap LP Units. PIMCO
Advisors then sold the general partner interest in Opcap LP to
PIMCO Partners, G.P., the general partner of PIMCO Advisors, for
$80,000. In addition, PIMCO Advisors loaned $35 million to
Opgroup, and Opgroup used this loan to retire the indebtedness
owed by Opfin to Opcap LP (the "Opfin Debt").

On November 30, 1997, Oppenheimer Capital merged with a
transitory limited partnership subsidiary of PIMCO Advisors, with Oppenheimer
Capital surviving (the "Oppenheimer Capital Merger"). As a result of the
Oppenheimer Capital Merger, Oppenheimer Capital became an indirect wholly-owned
subsidiary of PIMCO Advisors, and Opcap LP (the other general partner of
Oppenheimer Capital prior to the Oppenheimer Capital Merger, which held a 67.6%
interest in Oppenheimer Capital), received an aggregate of 25,490,757 PIMCO
Advisors GP Units (the "Merger Units") in exchange for its Oppenheimer Capital
general partner interest and was admitted as a general partner of PIMCO
Advisors. Concurrent with the merger, Opcap LP acquired an additional 562,208
PIMCO Advisors GP Units for $16.7 million in cash (the "Purchased Units"). Also,
in connection with Opcap LP's admission as a general partner of PIMCO Advisors,
PGP transferred one PIMCO Advisors GP Unit to Opcap LP (the "Additional Unit").
On December 1, 1997, a 1.67 for one split of Opcap LP units of limited partner
interest ("Opcap LP Units") was effected, having the effect that each Opcap LP
Unit outstanding after the unit split represents an economic interest in one
PIMCO Advisors GP Unit (after taking account of the 0.3 million PIMCO Advisors
GP Units underlying the general partner interest in the Opcap LP held by PGP).

Opcap LP's acquisition of the Merger Units, the Purchased Units
and the Additional Unit (the "Event") in connection with the Oppenheimer Capital
Merger triggered the reporting requirements of Section 13 of the Exchange Act,
as amended (the "Exchange Act").

13
<PAGE> 14

Item 4. Purpose of Transaction.

(i.) Primary Purpose. The primary purpose of the Event was to
combine the businesses of PIMCO Advisors and Oppenheimer Capital through the
acquisition by PIMCO Advisors of the 67.6% general partner interest in
Oppenheimer Capital not owned by it.

(ii.) The Restructuring. The general partners of PIMCO Advisors
plan a restructuring of the public ownership of the PIMCO Advisors Class A LP
Units as described below. Due to recent legislation, certain publicly traded
limited partnerships, including PIMCO Advisors and Opcap LP, will be subject to
a tax on their gross income from active businesses after December 31, 1997,
unless their partnership interests cease to be publicly traded by such date. The
limited partner units in both PIMCO Advisors and Opcap LP are currently publicly
traded, and they represent the same economic interest in the business of PIMCO
Advisors. In order to consolidate the public ownership of PIMCO Advisors in one
entity and to prevent PIMCO Advisors from being subject to such a tax, PIMCO
Advisors will effect a restructuring, pursuant to authority granted in the PIMCO
Advisors Partnership Agreement, by causing the contribution on behalf of the
holders of PIMCO Advisors units (the "Public Unitholders"), of all the PIMCO
Advisors units held by Public Unitholders to Opcap LP effective as of December
31, 1997 (the "Restructuring"). In the Restructuring, the Public Unitholders
will receive one Opcap LP unit for each PIMCO Advisors unit contributed on their
behalf. For each Opcap LP Unit outstanding, Opcap LP will hold one underlying
PIMCO Advisors unit. Accordingly, Public Unitholders will continue to hold
indirectly the same economic interest in PIMCO Advisors as they held directly
before the Restructuring. The Restructuring will result in PIMCO Advisors Class
A LP Units ceasing to be publicly held or traded. In connection with the
Restructuring, the PIMCO Advisors Class A Units will be delisted from the New
York Stock Exchange, and will cease being registered under the Exchange Act.
Opcap LP units for which the Public Unitholders' PIMCO Advisors units are
exchanged will continue to be listed on the New York Stock Exchange.

(iii.) Management of PIMCO Advisors. PIMCO Advisors is managed by
its general partners, PGP and Opcap LP. PGP is the sole general partner of Opcap
LP, and therefore has sole control of PIMCO Advisors. The general partners have
the equal right, power and authority to manage and control the business and
affairs of PIMCO Advisors and to take any action deemed necessary or desirable
by them in connection with the business of PIMCO Advisors. Any difference
arising as to any action connected with the business of PIMCO Advisors, other
than those requiring the unanimous consent of the general partners, is decided
by the general partners holding a majority of the outstanding PIMCO GP Units.

Each of the following actions require the unanimous consent of
all of the general partners: (i) the constitution of a delegate and the
delegation to such delegate of any of the rights, powers and duties of the
general partners and any revision or revocation of such constitution or
delegation; (ii) any merger or consolidation of PIMCO Advisors with another
business entity in which PIMCO Advisors is not the surviving entity; (iii) any
sale of all or substantially all of PIMCO Advisors assets; (iv) any inccurrence
of indebtedness by PIMCO Advisors or its subsidiaries except in the ordinary
course of business; (v) initiation, consent to or acquiescence

14
<PAGE> 15

in any Insolvency Event (as defined in the PIMCO Advisors Partnership Agreement)
with respect to PIMCO Advisors; (vi) any other action which would make it
impossible for the general partners to carry on the ordinary course of business
of PIMCO Advisors; (vii) any determination, after the occurrence of an Event of
Withdrawal (as defined in the PIMCO Advisors Partnership Agreement) with respect
to a general partner, to carry on the business of PIMCO Advisors; (viii) any
determination or election pursuant to Section 17.1 of the PIMCO Advisors
Partnership Agreement (relating to dissolution); (ix) any action which would
cause an Assignment Event, a Tax Realization Event or a Termination Event (as
such terms are defined in the PIMCO Advisors Partnership Agreement), or which
would, prior to the Restructuring, cause an Adverse Partnership Tax Event; and
(x) and any amendment of Article X (relating to management), Article XV
(relating to indemnification), or Article XVI (relating to restructurings) of
the PIMCO Advisors Partnership Agreement.

In addition to the actions requiring unanimous consent of the
general partners, the rights and powers of the general partners to take the
following actions may not be delegated: (i) any determination or action pursuant
to Article XVI of the PIMCO Advisors Partnership Agreement (relating to the
restructuring authority); (ii) admission of any successor or additional general
partner; (iii) any amendment of the PIMCO Advisors Partnership Agreement; and
(iv) any action which would require the approval of partners other than the
general partners.

Other than as provided above, the general partners have jointly
delegated substantially all of the management and control of PIMCO Advisors to
the PIMCO Advisors Management Board. Except as described below, the PIMCO
Advisors Management Board has, in turn, delegated its rights, powers and duties
manage and control the business of PIMCO Advisors to an Executive Committee.

Pursuant to the terms of the delegation of authority by the
general partners of PIMCO Advisors, the PIMCO Advisors Management Board is
composed of (i) the Chief Executive Officer of PIMCO Advisors; (ii) six other
persons designated by PGP; (iii) three disinterested persons designated by (A)
representatives the Public General Partners (defined as any general partner of
PIMCO Advisors that has at least one class of equity security outstanding that
is registered under Section 12 of the Exchange Act and which, together with its
subsidiaries, holds PIMCO Advisors units representing more than 95% of its
consolidated assets other than cash and cash equivalents), if any, in proportion
to their ownership of PIMCO Advisors GP units or (B) if there are no Public
General Partners, PGP or its successor as general partner of PIMCO Advisors;
(iv) the Chief Executive Officer and one Managing Director of each of the two
investment management firm subsidiaries of PIMCO Advisors having the greatest
total income, determined as of the date of appointment; and (v) one Managing
Director of each of two other investment management firm subsidiaries of PIMCO
Advisors designated from time to time by the Management Board upon the
recommendation of the nominating committee. PIMCO Inc. and PPLLC, the general
partners of PGP, have agreed that the six persons designated by PGP (referred to
in clause (ii) above) will be the Chief Executive Officer of the Pacific
Investment Management investment management firm, two other individuals
designated by PPLLC and three individuals designated by PIMCO Inc. In addition,
PIMCO Inc. and PPLLC have agreed

15
<PAGE> 16

that the designees of PGP designated pursuant to PGP's status as a Public
General Partner will be such individuals as they shall mutually agree upon.

At any meeting of the PIMCO Advisors Management Board, a majority
of the members present may take any action on behalf of the PIMCO Advisors
Management Board except the following, which generally require the affirmative
vote of at least 75% of the members: (i) the constitution of, or delegation of
rights, powers and duties to, a committee, and the appointment or removal of the
members of a committee; (ii) provision for, prescription of the powers and
duties of, or delegation of rights, powers and duties to, any officer of PIMCO
Advisors; (iii) appointment or removal of any individual as an officer of PIMCO
Advisors, unless such appointment or removal has been recommended by the
nominating committee; (iv) provision of any salary or bonus for any officer of
PIMCO Advisors, unless such salary or bonus has been approved by the
compensation committee; (v) approval of the partnership agreement, operating
agreement or profit sharing plan of any division or Subsidiary (as defined in
the PIMCO Advisors Partnership Agreement) of PIMCO Advisors which is principally
engaged in the investment advisory business, any amendment of any such agreement
or plan, and any increase in the compensation of any Managing Director of an
investment management firm; (vi) removal of a Managing Director of an investment
management firm; (vii) any issuance of PIMCO Advisors units or any other equity
security if the PIMCO Advisors units issued or subject to issuance upon
conversion of such equity security exceed 20% of the outstanding PIMCO Advisors
units; (viii) certain inccurrences of indebtedness by PIMCO Advisors or its
subsidiaries; or (ix) any significant acquisition or disposition of a business
by PIMCO Advisors.

The Executive Committee is composed of five members. The members
of the Executive Committee include the Chief Executive Officer of PIMCO
Advisors; three members appointed by the PGP-appointed members of the Management
Board; and one member appointed by the Management Board, upon the recommendation
of the nominating committee (as defined in the PIMCO Advisors Management
Agreement), which member must have been appointed to the Management Board by an
investment management firm other than Pacific Investment Management. PIMCO Inc.
and PPLLC, the general partners of PGP, have agreed that-the three members of
the PIMCO Advisors Management Board designated by PGP to the Executive Committee
will be (a) the Chief Executive Officer of the Pacific Investment Management
investment management firm, (b) one member designated by PPLLC, who shall be the
chairperson of the Executive Committee and (c) one member designated by Pacific
Investment Management Company.

Under the terms of the delegation, the Executive Committee has
all of the rights, powers and duties of the PIMCO Advisors Management Board to
manage and control the business and affairs of PIMCO Advisors, except that the
Executive Committee may not: (i) constitute any committee or subcommittee,
delegate its power to any committee or subcommittee, revise or revoke any such
constitution or delegation, or appoint or remove any member of such committee of
subcommittee; (ii) provide for, prescribe the duties of, delegate any rights or
powers to, appoint, or determine the compensation of, any officer of PIMCO
Advisors; (iii) approve any partnership agreement, operating agreement or profit
sharing plan of any investment management firm, any amendment to such agreement
or plan or any increase in

16
<PAGE> 17

the compensation of any Managing Director of an investment management firm; (iv)
remove a Managing Director of any investment management firm; (v) issue any
equity security of PIMCO Advisors; (vi) incur any indebtedness by PIMCO Advisors
or its subsidiaries; (vii) acquire or dispose of any business of PIMCO Advisors;
or (viii) perform any action the authority for which has been delegated to
another committee.

In addition, as defined in the PIMCO Advisors Partnership
Agreement, PIMCO Advisors has an Audit Committee, a Compensation Committee, and
a Unit Incentive Committee of the Management Board, each comprised of members of
the PIMCO Advisors Management Board.

(iv.) Other Relationships. See the description of the Operating
Agreement under Item 6, hereby incorporated by reference herein, for a
discussion of other arrangements which may result in changes in ownership of
PIMCO Advisors Class A LP Units by the Reporting Persons.

Other than as described or referenced herein, the Reporting
Persons have no present plans or proposals which relate to or would result in:
(i) the acquisition by any person of additional securities of PIMCO Advisors, or
the disposition of securities of the PIMCO Advisors; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving PIMCO Advisors or any of its subsidiaries; (iii) a sale or transfer of
a material amount of assets of PIMCO Advisors or any of its subsidiaries; (iv)
any change in the present Board or management of PIMCO Advisors, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board; (v) any material change in the present
capitalization or dividend policy of PIMCO Advisors; (vi) any other material
change in the PIMCO Advisors business or corporate structure; (vii) changes in
the PIMCO Advisors limited liability certificate on or by-laws or other actions
which may impede the acquisition of control of PIMCO Advisors by any persons;
(viii) causing a class of securities of PIMCO Advisors to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of PIMCO Advisors becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (x) any action similar to those enumerated
above.

Item 5. Interest in Securities of the Issuer.

(a) The following table sets forth information regarding
beneficial ownership of PIMCO Advisors Class A LP Units by each person named in
Item 2 after the Event:

<TABLE>
<CAPTION>
FILING PERSONS BENEFICIAL OWNERSHIP
(1)(2)
- ------------------------------------------------- -----------------------
<S> <C>
Opcap LP 26,052,966 / 20.3%

PGP (3) 79,843,504 / 43.9%
</TABLE>

17
<PAGE> 18

<TABLE>
<S> <C>
PFAMCo (4) 84,889,161 / 45.4%

PIMCO Inc. (5) 80,196,708 / 44.0%

Pacific Life (4) 84,889,161 / 45.4%

LifeCorp (4) 84,889,161 / 45.4%

PMHC (4) 84,889,161 / 45.4%

PPLLC (6) 79,985,984 / 43.9%
</TABLE>

<TABLE>
<CAPTION>
PPLLC MEMBERS BENEFICIAL OWNERSHIP (1)
<S> <C>
- ------------------------------------------------- -----------------------
William R. Benz (7) 79,985,984 / 44.0%

David H. Edington (7) 79,985,984 / 44.0%

William H. Gross (7) (8) 80,075,234 / 44.1%

John L. Hague (7) 79,985,984 / 44.0%

Brent R. Harris (7) 79,985,984 / 44.0%

Dean S. Meiling (7) 79,985,984 / 44.0%

William F. Podlich, III (7) 79,985,984 / 44.0%

William C. Powers (7) 79,985,984 / 44.0%

Frank B. Rabinovitch (7) 79,985,984 / 44.0%

Lee R. Thomas (7) 79,985,984 / 44.0%

William S. Thompson, Jr. (7)(9) 79,991,984 / 44.0%

Benjamin L. Trosky (7) 79,985,984 / 44.0%
</TABLE>

18
<PAGE> 19

<TABLE>
<CAPTION>
OTHER PERSONS
- ------------------------------------------------- -----------------------
<S> <C>
Charles D. Miller 2,000 / 0%

Officers and Directors of Reporting Persons (If None
Applicable) Not Otherwise Listed Above (10)
</TABLE>

(1) Each of the persons and entities listed disclaims beneficial ownership
of any units except to the extent that it has a pecuniary interest in
such items.

(2) Includes options exercisable within 60 days.

(3) Includes (i) 39,410,322 PIMCO Advisors units held of record by PGP, (ii)
14,380,217 PIMCO Advisors units held by TAG over which PGP may be deemed
to have voting control and (iii) 26,052,966 PIMCO Advisors units held of
record by Opcap LP.

(4) Includes (i) 79,843,504 PIMCO Advisors units which may be deemed to be
beneficially owned by PGP, which may be deemed to be beneficially owned
by Pacific Life and PFAMCo, because PIMCO Inc. is a general partner of
PGP and is a wholly-owned subsidiary of PFAMCo, which is a wholly-owned
subsidiary of Pacific Life; and (ii) an aggregate of 5,115,275 PIMCO
Advisors units issued as follows: PIMCO Inc. (353,204 units), Cadence
L.P. (2,665,000 units), NFJ LP (1,057,211 units), and Parametric LP
(1,039,860 units), which may be deemed beneficially owned by PFAMCo
because PIMCO Inc., Cadence Inc., NFJ Inc., and Parametric Inc., are
wholly-owned subsidiaries of PFAMCo and Cadence Inc., NFJ Inc.,
Parametric Inc., in turn are the general partners of Cadence L.P., NFJ
LP, and Parametric LP, respectively. As general partners, Cadence Inc.,
NFJ Inc., and Parametric Inc., have shared investment and disposition
powers with respect to Units held by Cadence L.P., NFJ LP, and
Parametric LP, respectively. Also reflects all of the above for LifeCorp
and PMHC because Pacific Life is a wholly-owned subsidiary of LifeCorp,
which, in turn, is a wholly-owned subsidiary of PMHC. The address of
each of the above entities is: 700 Newport Center Drive, Newport Beach,
California 92660.

(5) Includes (i) 353,204 PIMCO Advisors units held of record by PIMCO Inc.,
and (ii) 79,843,504 PIMCO Advisors units which may be viewed to be
beneficially owned by PGP, which may be deemed to be owned by PIMCO Inc.
because PIMCO Inc. is a general partner of PGP.

(6) Includes (i) 142,480 PIMCO Advisors units held of record by PPLLC; and
(ii) 79,893,504 PIMCO Advisors units which may be considered to be
beneficially owned by

19
<PAGE> 20

PGP and which may be deemed to be beneficially owned by PPLLC, which is
a general partner of PGP.

(7) Includes the following which may be deemed to be beneficially owned by
the individual as a member of PPLLC; (i) 142,480 PIMCO Advisors units of
PIMCO Advisors held of record by PPLLC; and (ii) 79,843,504 PIMCO
Advisors units which may be considered to be beneficially owned by PGP,
and which may be deemed to be beneficially owned by PPLLC as a general
partner of PGP.

(8) Includes 68,900 PIMCO Advisors units held in the Gross Family Foundation
of which the individual is director and as to which he has shared voting
and disposition power, 18,000 PIMCO Advisors units held by him and his
spouse, of which he has shared voting and investment power, 500 PIMCO
Advisors units held by his spouse of which he has no voting or
investment power, and 1,850 held by his children of which he has shared
voting and investment power.

(9) Includes (i) 6,000 PIMCO Advisors units held in trusts of which the
individual is trustee and as to which he has sole voting and disposition
power; and (ii) 142,480 PIMCO Advisors units held of record by PPLLC;
and (iii) 79,843,504 PIMCO Advisors units which may be considered to be
beneficially owned by PGP and which may be deemed to be beneficially
owned by PPLLC, which is a general partner of PGP.

(10) Each Executive Officer and Director of the Reporting Persons (if
applicable) that is not otherwise listed above has informed the
Reporting Persons that such executive officer or director holds no
direct beneficial ownership interest in any PIMCO Advisors Class A
Units. By reason of their positions with the Reporting Persons, the
executive officers and directors of the Reporting Persons may be deemed
to be beneficial owners of the PIMCO Advisors Class A Units held by the
Reporting Persons of which the individual is an executive officer or
director.

(b) Sole and Shared Power: See above footnotes 1-10 to Item 5(a)
and Items 7-10 of the Cover Pages, hereby incorporated by reference herein.

(c) Schedule I attached hereto and hereby incorporated by
reference herein sets forth all transactions in PIMCO Advisors Class A LP Units
effected by or for the account of the Reporting Persons during the past 60 days.

(d) No person other than the Reporting Persons is known to the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the PIMCO Advisors
Class A LP Units beneficially owned.

(e) Not applicable.

20
<PAGE> 21

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

(i.) Operating Agreement. PIMCO Advisors and Opcap LP are party
to an Operating Agreement dated November 4, 1997 (the "Operating Agreement")
which, together with the PIMCO Advisors Partnership Agreement, governs the
ongoing relationship of Opcap LP and PIMCO Advisors. Pursuant to the Operating
Agreement, Opcap LP has agreed to take such actions as shall be required from
time to time so as to ensure that the number of outstanding Opcap LP Units is at
all times equal to the number of PIMCO Advisors Units held by Opcap LP and its
subsidiaries which are allocable to the limited partner interests in Opcap LP.
The Operating Agreement provides that upon any issuance of Opcap LP Units, Opcap
LP shall immediately contribute the consideration, if any, received by Opcap LP
for such Opcap LP Units to PIMCO Advisors in exchange for PIMCO Advisors GP
Units equal in number of such Opcap LP Units.

The Operating Agreement provides that Opcap LP shall, at the
request of PIMCO Advisors from time to time, adopt and maintain one or more unit
incentive plans covering Opcap LP Units or PIMCO Advisors Class A LP Units for
the benefit of individuals providing services to Opcap LP, PIMCO Advisors and
their respective subsidiaries. Awards under the unit incentive plans to
individuals providing services to PIMCO Advisors and its subsidiaries are to be
determined by the PIMCO Advisors unit incentive committee.

In addition, the Operating Agreement provides that Opcap LP
assumes and agrees to perform the obligations of PIMCO Advisors under: (i) the
PIMCO Advisors unit-based incentive plans (the PIMCO Advisors 1993 Unit Option
Plan and 1996 Unit Incentive Plan (but with regard to options outstanding
immediately after giving effect to the restructuring, only to the extent such
options are exercisable to purchase Opcap LP Units), the awards of which will be
assumed by the 1997 Plan); (ii) the Exchange Right issued by PIMCO Advisors in
the Opgroup Transaction; and (iii) the registration rights agreements to which
PIMCO Advisors is a party.

The Operating Agreement provides that Opcap LP may not, without
the written consent of PIMCO Advisors, (a) carry on any business except in
connection with or incidental to (i) the performance of its duties as a general
partner under the PIMCO Advisors Partnership Agreement, (ii) the direct or
indirect acquisition, ownership or disposition of PIMCO Advisors units, and
(iii) its governance and existence; (b) merge or consolidate with or into any
other person, or sell or otherwise dispose of all or substantially all of its
assets, or effect a recapitalization with respect to Opcap LP Units, or issue or
agree to issue any equity securities other than Opcap LP Units; or (c) create,
incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to any indebtedness.

The Operating Agreement also provides rights for certain holders
of PIMCO Advisors units and rights to exchange their PIMCO Advisors units for
Opcap LP Units, subject to limitations set forth in the PIMCO Advisors
Partnership Agreement. These rights are described below under "Exchange Rights."

21
<PAGE> 22

(ii.) Exchange Rights. Pursuant to the Operating Agreement, twice
each year, as soon as practicable after financial statements or the preceding
year, or for the first six months of the fiscal year, as the case may be, are
available, Opcap LP shall file a registration statement under the Securities Act
of 1933, as amended (or prepare a prospectus under a continuing registration
statement) covering Opcap LP Units to be issued in exchange for Private Units
(as defined below) (a "Registration Statement"). The Registration Statement
shall cover resales by affiliates of Opcap LP. Upon the effectiveness of the
Registration Statement, Opcap LP shall make an offer to the holders of Private
Units (each, a "Private Unitholder") to acquire some or all of the Private Units
held by them in exchange for an equal number of Opcap LP Units (an "Exchange").
The Operating Agreement defines a "Private Unit" as a PIMCO Advisors unit (i)
designated as a Private Unit in a written certificate executed by PIMCO
Advisors, which designation is not subsequently revoked, (ii) issued pursuant to
a unit incentive plan covering PIMCO Advisors units, or (iii) held by the
obligees under certain indebtedness owned by PGP. Those Private Unitholders who
hold Private Units that are subject to registration rights under the 1994
registration rights agreements will be entitled to exercise such rights with
respect to any Opcap LP Units received pursuant to an exchange of such Private
Units for Opcap LP Units that is permitted under the safe harbor rules and other
unit transfer provisions under the PIMCO Advisors Partnership Agreement.

The exchange rights described above are subject to limitations
imposed by the general partners pursuant to their authority under the PIMCO
Advisors Partnership Agreement. Under these limitations, which are intended to
allow exchanges pursuant to the exchange rights to qualify under and IRS
regulatory safe harbor for avoiding "publicly traded partnership" tax status for
PIMCO Advisors, certain limitations are imposed on the number of Private Units
that may be exchanged in any one year, with exceptions for certain types of
"block transfers" and other exchanges.

Those Private Unitholders who hold Private Units that are subject
to lender and 1997 registration rights under the PIMCO Advisors 1994
registration rights agreements will be entitled to exercise such rights with
respect to any Opcap LP Units received pursuant to an exchange of such Private
Units for Opcap LP Units that is permitted under the safe harbor rules and other
unit transfer provisions under the PIMCO Advisors Partnership Agreement.

<TABLE>
<CAPTION>
Item 7. Material to be Filed as Exhibits.
- ------- ---------------------------------
<S> <C> <C>
Exhibit 1. Joint Filing Agreement dated as of December 10,
1997.

Exhibit 2. Operating Agreement between PIMCO Advisors L.P. and
Oppenheimer Capital, L.P.

Exhibit 3. Amended and Restated Agreement of Limited
Partnership of PIMCO Advisors L.P. dated October
31, 1997

Exhibit 4. Agreement and Plan of Merger dated November 4,
1997 (Opgroup Transaction) (Incorporated by
reference to Exhibit 10.1 of PIMCO Advisors Report
on Form 8-K/A dated November 4, 1997)
</TABLE>

22
<PAGE> 23

<TABLE>
<S> <C> <C>
Exhibit 5. Put Right dated November 4, 1997 (Incorporated
by reference to Exhibit 10.2 of PIMCO Advisors
Report on Form 8-K/A dated November 4, 1997)

Exhibit 6. Exchange Right dated November 4, 1997
(Incorporated by reference to Exhibit 10.3 of PIMCO
Advisors Report on Form 8-K/A dated November 4,
1997)

Exhibit 7. Note Agreement dated November 4, 1997
(Incorporated by reference to Exhibit 10.4 of PIMCO
Advisors Report on Form 8-K/A dated November 4,
1997)

Exhibit 8. Contribution Agreement dated November 4, 1997
(Incorporated by reference to Exhibit 10.5 of PIMCO
Advisors Report on Form 8-K/A dated November 4,
1997)

Exhibit 9. Certificate of Long Term Indemnity Indebtedness
dated November 4, 1997 (Incorporated by reference
to Exhibit 10.6 of PIMCO Advisors Report on Form
8-K/A dated November 4, 1997)

Exhibit 10. Amended and Restated Release and Indemnity
Agreement dated November 4, 1997

Exhibit 11. Amended and Restated Tax Indemnity Agreement dated
November 4, 1997

Exhibit 12. Registration Rights Amendment dated November 4,
1997 (Incorporated by reference to Exhibit 10.7 of
PIMCO Advisors Report on Form 8-K/A dated November
4, 1997)

Exhibit 13. Agreement and Plan of Merger dated November 4, 1997
(Oppenheimer Capital Merger)

Exhibit 14. First Amendment to Agreement and Plan of Merger
dated as of November 4, 1997 (Oppenheimer Capital
Merger)

Exhibit 15. Amended and Restated Unit Purchase Agreement dated
November 4, 1997

Exhibit 16. Assignment of General Partner Interest and
Amendment to Amended and Restated Agreement of
Limited Partnership of PIMCO Advisors L.P. dated
November 30, 1997

Exhibit 17. Registration Statement on Form S-1 of Oppenheimer
Capital, L.P. (Registration No. 333-39585), filed
on December 10, 1997 (relating to the
Restructuring).
</TABLE>

23
<PAGE> 24

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: December 10, 1997 Oppenheimer Capital, L.P.,
a Delaware limited partnership

By PIMCO Partners, G.P., its
general partner

By Pacific Investment Management
Company, a general partner

By: /s/ KHANH T. TRAN
--------------------------
Name: Khanh T. Tran
Title: Chief Financial Officer
and Treasurer

By PIMCO Partners, LLC,
a general partner

By: /s/ JAMES F. MUZZY
--------------------------
Name: James F. Muzzy
Title: Member

24
<PAGE> 25

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: December 10, 1997 PIMCO Partners, G.P.
a California general partnership

By Pacific Investment Management
Company, a general partner

By: /s/ KHANH T. TRAN
--------------------------
Name: Khanh T. Tran
Title: Chief Financial Officer
and Treasurer

By PIMCO Partners, LLC,
a general partner

By: /s/ JAMES F. MUZZY
--------------------------
Name: James F. Muzzy
Title: Member

25
<PAGE> 26

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: December 10, 1997 Pacific Mutual Holding Company
a California corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Senior Vice President and Chief
Financial Officer

26
<PAGE> 27

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: December 10, 1997 Pacific LifeCorp
a Delaware corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Senior Vice President and Chief
Financial Officer

27
<PAGE> 28

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: December 10, 1997 Pacific Life Insurance Company
a California corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Senior Vice President and Chief
Financial Officer

28
<PAGE> 29

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: December 10, 1997 Pacific Financial Asset
Management Corporation,
a California corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Chief Financial Officer and
Treasurer

29
<PAGE> 30

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: December 10, 1997 Pacific Investment Management Company
a California corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Chief Financial Officer and
Treasurer

30
<PAGE> 31

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Dated: December 10, 1997 PIMCO Partners, LLC

By: /s/ JAMES F. MUZZY
--------------------------------
Name: James F. Muzzy
Title: Member

31
<PAGE> 32

EXHIBIT INDEX

<TABLE>
<CAPTION>
PAGE NUMBER
-----------
<S> <C>
Exhibit 1. Joint Filing Agreement dated as of December 10,
1997.

Exhibit 2. Operating Agreement between PIMCO Advisors L.P.
and Oppenheimer Capital, L.P.

Exhibit 3. Amended and Restated Agreement of Limited
Partnership of PIMCO Advisors L.P. dated October
31, 1997

Exhibit 4. Agreement and Plan of Merger dated November 4,
1997 (Opgroup Transaction) (Incorporated by
reference to Exhibit 10.1 of PIMCO Advisors Report
on Form 8-K/A dated November 4, 1997)

Exhibit 5. Put Right dated November 4, 1997 (Incorporated by
reference to Exhibit 10.2 of PIMCO Advisors Report
on Form 8-K/A dated November 4, 1997)

Exhibit 6. Exchange Right dated November 4, 1997
(Incorporated by reference to Exhibit 10.3 of
PIMCO Advisors Report on Form 8-K/A dated November
4, 1997)

Exhibit 7. Note Agreement dated November 4, 1997
(Incorporated by reference to Exhibit 10.4 of
PIMCO Advisors Report on Form 8-K/A dated November
4, 1997)

Exhibit 8. Contribution Agreement dated November 4, 1997
(Incorporated by reference to Exhibit 10.5 of
PIMCO Advisors Report on Form 8-K/A dated November
4, 1997)

Exhibit 9. Certificate of Long Term Indemnity Indebtedness
dated November 4, 1997 (Incorporated by reference
to Exhibit 10.6 of PIMCO Advisors Report on Form
8-K/A dated November 4, 1997)
</TABLE>

32
<PAGE> 33

<TABLE>
<S> <C>
Exhibit 10. Amended and Restated Release and Indemnity
Agreement dated November 4, 1997

Exhibit 11. Amended and Restated Tax Indemnity Agreement dated
November 4, 1997

Exhibit 12. Registration Rights Amendment dated November 4,
1997 (Incorporated by reference to Exhibit 10.7 of
PIMCO Advisors Report on Form 8-K/A dated November
4, 1997)

Exhibit 13. Agreement and Plan of Merger dated November 4,
1997 (Oppenheimer Capital Merger)

Exhibit 14. First Amendment to Agreement and Plan of Merger
dated as of November 4, 1997 (Oppenheimer Capital
Merger)

Exhibit 15. Amended and Restated Unit Purchase Agreement dated
November 4, 1997

Exhibit 16. Assignment of General Partner Interest and
Amendment to Amended and Restated Agreement of
Limited Partnership of PIMCO Advisors L.P. dated
November 30, 1997

Exhibit 17. Registration Statement on Form S-1 of Oppenheimer
Capital, L.P. (Registration No. 333-39585), filed
on December 10, 1997 (relating to the
Restructuring).
</TABLE>

33
<PAGE> 34

SCHEDULE I

Item 5(c) Transactions Within Last 60 Days

1. Opcap LP acquired 26,052,966 PIMCO Advisors units on November 30, 1997,
in connection with the Oppenheimer Capital Merger. As described in Items
3 and 5, hereby incorporated by reference herein, certain other
Reporting Persons may be deemed to beneficially own these units by
virtue of their relationship with Opcap LP. In exchange for the units,
PIMCO Advisors acquired the 67.6% interest in Oppenheimer Capital that
it did not previously own.

2. On November 1, 1997, PFAMCo transferred an aggregate of 587,924 PIMCO
Advisors units to certain individuals exercising certain TAG preferred
stock rights. PFAMCo received TAG preferred stock in exchange for the
units.

3. On November 1, 1997, PIMCO Inc. transferred an aggregate of 198,924
PIMCO Advisors units to certain individuals exercising certain TAG
preferred stock rights. PIMCO Inc. received TAG preferred stock in
exchange for the units.

4. On November 17, 1997, certain entities controlled by PFAMCo transferred
an aggregate of 82,982 PIMCO Advisors units to the trustee of the PIMCO
Advisors Deferred Compensation Plan for $28.07 per unit.

5. William H. Gross is a director of the Gross Family Foundation, a
charitable foundation. The foundation made the following transactions in
PIMCO Advisors units:

<TABLE>
<CAPTION>
Date Action Units Price
---- ------ ----- -----
<S> <C> <C> <C>
11/10/97 Sell 9,000 32.0625
11/10/97 Sell 1,800 32.1875
11/10/97 Sell 1,000 32.1250
11/11/97 Sell 1,000 31.7500
11/11/97 Sell 1,800 32.1875
</TABLE>

6. On October 13, 1997, Charles D. Miller acquired 1,000 PIMCO Advisors
units for $31.6875 per unit.

34
<PAGE> 35

APPENDIX I

1. The name, business or residence address, and present principal
occupation of employment of each of the executive officers and directors of
Pacific Life Insurance Company ("Pacific Life") are set forth below. Unless
otherwise indicated, the business address of each is 700 Newport Center Drive,
Newport Beach, California 92660 and each such person is a citizen of the United
States.

<TABLE>
<CAPTION>
Name, Position with Pacific Life and Principal Occupation Other
Residence or Business Address than with Pacific Life
- ------------------------------------ ----------------------
<S> <C>
David R. Carmichael N/A
Senior Vice President,
General Counsel and Director

Richard M. Ferry Chairman, Korn/Ferry International
Director
1800 Century Park East, Suite 900
Los Angeles, California 90067

Donald E. Guinn Chairman Emeritus, Pacific Telesis Group
Director
130 Kearny Street, Room 3704
San Francisco, California 94108

Ignacio E. Lozano, Jr. Chairman, La Opinion
Director
411 West Fifth Street, 12th Floor
Los Angeles, California 90013

Charles D. Miller Chairman and Chief Executive Officer,
Director Avery Dennison Corporation
150 N. Orange Grove Blvd.
Pasadena, California 91103

Donn B. Miller President and Chief Executive Officer,
Director Pearson-Sibert Oil Company of Texas
136 El Camino, Suite 216
Beverly Hills, California 90212

Richard M. Rosenberg Chairman and Chief Executive Officer
Director (Retired 1996)
555 California Street Bank of America
San Francisco, CA 94104

Thomas C. Sutton N/A
Chairman, Chief Executive Officer and
Director

James R. Ukropina Partner, O'Melveny & Myers
Director
400 S. Hope Street, 16th Floor
Los Angeles, California 90071
</TABLE>

35
<PAGE> 36

<TABLE>
<S> <C>
Raymond L. Watson Vice Chairman, The Irvine Company
Director
550 Newport Center Drive, 9th Floor
Newport Beach, California 92660

Glenn S. Schafer N/A
President and Director

Audrey L. Milfs N/A
Vice President, Secretary and Director

Khanh T. Tran N/A
Senior Vice President, Chief Financial Officer,
and Director

Daryle G. Johnson N/A
Executive Vice President, Pension Investments

Michael S. Robb N/A
Executive Vice President, Real Estate Investments

Larry J. Card N/A
Executive Vice President, Securities

Lynn C. Miller N/A
Executive Vice President, Individual Insurance

Gerald W. Robinson N/A
Executive Vice President, Annuities
</TABLE>

2. The name, business or residence address, and present principal
occupation of employment of each of the executive officers and directors of
Pacific Mutual Holding Company ("PMHC") are set forth below. Unless otherwise
indicated, the business address of each is 700 Newport Center Drive, Newport
Beach, California and each such person is a citizen of the United States.

<TABLE>
<CAPTION>
Name, Residence or Business Principal Occupation Other
Address, and Position with PMHC than with PMHC
- ------------------------------------ ----------------------
<S> <C>
Larry J. Card Executive Vice President, Pacific Life
Executive Vice President, Securities

David R. Carmichael Director, Senior Vice President and
Senior Vice President, General Counsel, General Counsel, Pacific Life
and Assistant Secretary

Richard M. Ferry Chairman, Korn/Ferry International
Director
1800 Century Park East, Suite 900
Los Angeles, California 90067
</TABLE>

36
<PAGE> 37

<TABLE>
<S> <C>
Donald E. Guinn Chairman Emeritus, Pacific Telesis Group
Director
130 Kearny Street, Room 3704
San Francisco, California 94108

Ignacio E. Lozano, Jr. Chairman, La Opinion
Director
411 West Fifth Street, 12th Floor
Los Angeles, California 90013

Charles A. Lynch Chairman, Fresh Choice, Inc.
Director
2901 Tasman Drive, Suite 109
Santa Clara, California 95054

Allen W. Mathies, Jr. President Emeritus
Director Huntington Memorial Hospital
314 Arroyo Drive
South Pasadena, California 91030

Audrey L. Milfs Vice President, Secretary and Director of
Vice President and Secretary Pacific Life

Charles D. Miller Chairman and Chief Executive Officer,
Director Avery Dennison Corporation
150 N. Orange Grove Blvd.
Pasadena, California 91103

Donn B. Miller President and Chief Executive Officer,
Director Pearson-Sibert Oil Company of Texas
136 El Camino, Suite 216
Beverly Hills, California 90212

Susan Westerberg Prager Dean, University of California, Los Angeles
Director School of Law
405 Hilgard Avenue, Room 3374
Los Angeles, California 90095

Richard M. Rosenberg Chairman and Chief Executive Officer
Director (Retired)
555 California Street Bank of America
11th Floor, Unit 3001B
San Francisco, California 94104

Glenn S. Schafer President and Director of
Director and President Pacific Life

Thomas C. Sutton Chairman, Chief Executive Officer and
Chief Executive Officer, Chairman and Director of Pacific Life
Director
</TABLE>

<PAGE> 38

<TABLE>
<S> <C>
Khanh T. Tran Senior Vice President, Chief Financial
Officer and Director of Pacific Life
Senior Vice President and Chief
Financial Officer

James R. Ukropina Partner, O'Melveny & Myers
Director
400 S. Hope Street, 16th Floor
Los Angeles, California 90071

Raymond L. Watson Vice Chairman, The Irvine Company
Director
550 Newport Center Drive, 9th Floor
Newport Beach, California 92660
</TABLE>

3. The name, business or residence address, and present principal
occupation of employment of each of the executive officers and directors of
Pacific LifeCorp ("LifeCorp") are set forth below. Unless otherwise indicated,
the business address of each is 700 Newport Center Drive, Newport Beach,
California and each such person is a citizen of the United States.

<TABLE>
<CAPTION>
Name, Residence or Business Principal Occupation Other
Address, and Position with LifeCorp than with LifeCorp
- ------------------------------------ ----------------------
<S> <C>
Frank A. Bruni Partner, Deloitte & Touche LLP
Director (Retired 5/97)
18 Taunton Road
Scarsdale, New York 10583

Larry J. Card Executive Vice President, Pacific Life
Executive Vice President, Securities

David R. Carmichael Director, Senior Vice President and
Senior Vice President, General Counsel General Counsel, Pacific Life
and Assistant Secretary

Richard M. Ferry Chairman, Korn/Ferry International
Director
1800 Century Park East, Suite 900
Los Angeles, California 90067

Donald E. Guinn Chairman Emeritus, Pacific Telesis Group
Director
130 Kearny Street, Room 3704
San Francisco, California 94108

Ignacio E. Lozano, Jr. Chairman, La Opinion
Director
411 West Fifth Street, 12th Floor
Los Angeles, California 90013

Audrey L. Milfs Vice President, Secretary and Director,
Vice President and Secretary Pacific Life
</TABLE>

38
<PAGE> 39

<TABLE>
<S> <C>
Charles D. Miller Chairman and Chief Executive Officer,
Director Avery Dennison Corporation
150 N. Orange Grove Blvd.
Pasadena, California 91103

Donn B. Miller President and Chief Executive Officer,
Director Pearson-Sibert Oil Company of Texas
136 El Camino, Suite 216
Beverly Hills, California 90212

Jacqueline C. Morby Managing Director, TA Associates
Director
125 High Street
Boston, Massachusetts 02110

J. Fernando Niebla Chairman and Chief Executive Officer,
Director Infotec Commercial Systems
3100 South Harbor Blvd., Suite 100
Santa Ana, California 92704

Richard M. Rosenberg Chairman and Chief Executive Officer
Director (Retired)
555 California Street Bank of America
11th Floor, Unit 3001B
San Francisco, California 94104

Glenn S. Schafer President and Director, Pacific Life
President and Director

Thomas C. Sutton Chairman, Chief Executive Officer and
Director, Chairman and Chief Director, Pacific Life
Executive Officer

Khanh T. Tran Senior Vice President, Chief Financial
Officer and Director, Pacific Life
Senior Vice President and
Chief Financial Officer

James R. Ukropina Partner, O'Melveny & Myers
Director
400 S. Hope Street, 16th Floor
Los Angeles, California 90071

Raymond L. Watson Vice Chairman, The Irvine Company
Director
550 Newport Center Drive, 9th Floor
Newport Beach, California 92660
</TABLE>

39
<PAGE> 40

4. The name, business or residence address, and present principal
occupation of employment of each of the executive officers and directors of
Pacific Financial Asset Management Corporation ("PFAMCo") are set forth below.
Unless otherwise indicated, the business address of each is 700 Newport Center
Drive, Newport Beach, California 92660 and each such person is a citizen of the
United States.

<TABLE>
Name, Residence or Business Principal Occupation Other
Address and Position with PFAMCo than with PFAMCo
- ------------------------------------ ----------------------
<S> <C>
Audrey L. Milfs Vice President and Secretary of
Secretary and Director Pacific Life

Glenn S. Schafer President and Director, Pacific Life
President and Director

Thomas C. Sutton Chairman, Chief Executive Officer and
Chairman, Chief Executive Officer, and Director, Pacific Life
Director

Khanh T. Tran Senior Vice President, Chief Financial
Officer and Director, Pacific Life
Chief Financial Officer and Treasurer
</TABLE>

5. The name, business or residence address, and present principal
occupation of employment of each of the executive officers and directors of
Pacific Investment Management Company ("PIMCO Inc.") are set forth below. Unless
otherwise indicated, the business address of each is 840 Newport Center Drive,
Newport Beach, California 92660 and each such person is a citizen of the United
States.

<TABLE>
<CAPTION>
Name, Residence or Business Principal Occupation Other
Address and Position with PIMCO Inc. than with PIMCO Inc.
- ------------------------------------ ----------------------
<S> <C>
Audrey L. Milfs Vice President and Secretary of
Secretary and Director Pacific Life

Glenn S. Schafer President and Director, Pacific Life
President and Director

Thomas C. Sutton Chairman, Chief Executive Officer and
Chairman, Chief Executive Officer, and Director, Pacific Life
Director

Khanh T. Tran Senior Vice President, Chief Financial
Officer and Director, Pacific Life
Chief Financial Officer and Treasurer
</TABLE>

<PAGE> 1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the PIMCO Advisors Class A LP
Units (as such term is defined in the Schedule 13D referred to below), of PIMCO
Advisors L.P., a Delaware limited partnership, and that this Agreement may be
included as an Exhibit to such joint filing. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
as of the 10th day of December 1997.

Dated: December 10, 1997 Oppenheimer Capital, L.P.,
a Delaware limited partnership

By PIMCO Partners, G.P., its
general partner

By Pacific Investment Management
Company, a general partner

By: /s/ KHANH T. TRAN
--------------------------
Name: Khanh T. Tran
Title: Chief Financial Officer
and Treasurer

By PIMCO Partners, LLC,
a general partner

By: /s/ JAMES F. MUZZY
--------------------------
Name: James F. Muzzy
Title: Member
<PAGE> 2

Dated: December 10, 1997 PIMCO Partners, G.P.
a California general partnership

By Pacific Investment Management
Company, a general partner

By: /s/ KHANH T. TRAN
--------------------------
Name: Khanh T. Tran
Title: Chief Financial Officer
and Treasurer

By PIMCO Partners, LLC

By: /s/ JAMES F. MUZZY
--------------------------
Name: James F. Muzzy
Title: Member

Dated: December 10, 1997 Pacific Mutual Holding Company
a California corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Senior Vice President and Chief
Financial Officer

Dated: December 10, 1997 Pacific LifeCorp
a Delaware corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Senior Vice President and Chief
Financial Officer

Dated: December 10, 1997 Pacific Life Insurance Company
a California corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Senior Vice President and Chief
Financial Officer
<PAGE> 3

Dated: December 10, 1997 Pacific Financial Asset Management
Corporation,
a California corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Chief Financial Officer and
Treasurer

Dated: December 10, 1997 Pacific Investment
Management Company
a California corporation

By: /s/ KHANH T. TRAN
--------------------------------
Name: Khanh T. Tran
Title: Chief Financial Officer and
Treasurer

Dated: December 10, 1997 PIMCO Partners, LLC
a California limited liability company

By: /s/ JAMES F. MUZZY
--------------------------------
Name: James F. Muzzy
Title: Member

<PAGE> 1

EXHIBIT 2

OPERATING AGREEMENT

This Operating Agreement (this "Agreement") is entered into as of
November 30, 1997 by and between Oppenheimer Capital, L.P., a Delaware limited
partnership ("Opcap"), and PIMCO Advisors L.P., a Delaware limited partnership
("PIMCO Advisors"). Capitalized terms not otherwise defined herein are defined
in the Amended and Restated Agreement of Limited Partnership of PIMCO Advisors
(the "PIMCO Advisors Partnership Agreement").

RECITALS

1. On the date of this Agreement, the general partner of PIMCO
Advisors admitted Opcap as an additional general partner of PIMCO Advisors.

2. Upon the closing of the transactions (the "Merger") contemplated
by that certain Agreement and Plan of Merger dated as of November 4, 1997
between PIMCO Advisors, Value Advisors Transitory L.P., a Delaware limited
partnership, and Oppenheimer Capital, a Delaware general partnership
("Oppenheimer Capital"), Opcap will be issued 24,981,285 Class A GP Units in
exchange for (i) its interest in Oppenheimer Capital and (ii) cash in the amount
of approximately $32,200,000.

3. Following the Merger, the general partners of PIMCO Advisors will
effect a restructuring (the "Restructuring") pursuant to which all Class A LP
Units held by Public Unitholders will be exchanged for units of limited partner
interest in Opcap (each, an "Opcap Unit").

4. Immediately following the Restructuring, the trading of the Class
A LP Units on the New York Stock Exchange will cease, and Opcap will be the sole
publicly traded company through which Partnership Interests in PIMCO Advisors
are held.

5. The parties wish to confirm their mutual understanding with
regard to their relationship following the Restructuring.

AGREEMENT

Section 1. Definitions.

Exchange is defined in Section 5(a).

Exchange Right is defined in Section 3.

<PAGE> 2

Exchanging Unitholder is defined in Section 5(b).

Merger is defined in the Recitals to this Agreement.

Opcap Unit is defined in the Recitals to this Agreement.

Oppenheimer Capital is defined in the Recitals to this Agreement.

PIMCO Advisors Partnership Agreement is defined in the Recitals to
this Agreement.

PIMCO Advisors Unit means a Class A or Class B GP or LP Unit.

Private Unit means a PIMCO Advisors Unit (i) designated as a Private
Unit in a written certificate executed by PIMCO Advisors and not subsequently
revoked, (ii) issued pursuant to a Unit Incentive Plan covering PIMCO Advisors
Units, or (iii) held by the noteholders pursuant to that certain Amended and
Restated Note Agreement, dated as of September 26, 1997, as amended, between
such noteholders and PIMCO Partners G.P., a California general partnership.

Private Unitholder is defined in Section 5(a).

Registration Statement is defined in Section 5(a).

Restructuring is defined in the Recitals to this Agreement.

Unit Incentive Plan means a plan (including without limitation a
deferred compensation plan) providing for the issuance of Equity Securities,
options or rights to acquire Equity Securities, or rights based upon the value
of Equity Securities or otherwise relating to Equity Securities, to or for the
benefit of individuals providing services to the Persons specified therein.

1994 Registration Rights Agreement is defined in Section 3.

Section 2. Unit Parity.

(a) Opcap shall take such actions as shall be required from
time to time so as to ensure that the number of outstanding Opcap Units is at
all times equal to the number of PIMCO Advisors Units held by Opcap and its
Subsidiaries which are allocable to the limited partner interests in Opcap.

(b) Upon any issuance of Opcap Units, Opcap shall immediately
contribute the consideration, if any, received by Opcap for such Opcap Units to
PIMCO Advisors in exchange for Class A GP Units equal in number to the number of
such Opcap Units.

<PAGE> 3

Section 3. Assumption of Certain Obligations of PIMCO Advisors.

Opcap hereby assumes and agrees to perform the obligations of PIMCO
Advisors under:

(i) the 1993 Unit Option Plan, 1994 Class B LP Unit Option
Plan and 1996 Unit Incentive Plan of PIMCO Advisors, but with regard to options
outstanding immediately after giving effect to the Restructuring, only to the
extent such options are exercisable to purchase Opcap Units;

(ii) that certain Exchange Right issued by PIMCO Advisors on
November 4, 1997 (the "Exchange Right");

(iii) that certain Registration Rights Agreement made
effective as of November 15, 1994 between PIMCO Advisors and certain holders of
PIMCO Advisors Units (the "1994 Registration Rights Agreement"); and

(iv) that certain Registration Rights Agreement made effective
as of November 4, 1997 between PIMCO Advisors and certain holders of PIMCO
Advisors Units.

Section 4. Unit Incentive Plans.

Opcap shall, at the request of PIMCO Advisors from time to time,
adopt and maintain one or more Unit Incentive Plans covering Opcap Units or
PIMCO Advisors Units for the benefit of individuals providing services to Opcap,
PIMCO Advisors and their respective Subsidiaries. Awards under the Unit
Incentive Plans to individuals providing services to PIMCO Advisors and its
Subsidiaries shall be determined by the Unit Incentive Committee of the Equity
Board of PIMCO Advisors or its successor.

Section 5. Right to Exchange Private Units for Opcap Units.

(a) Twice each year, as soon as practicable after financial
statements for the preceding year, or for the first six months of the fiscal
year, as the case may be, are available, Opcap shall file, or take down from the
shelf, a registration statement under the Securities Act covering Opcap Units to
be issued in exchange for Private Units (a "Registration Statement"). The
Registration Statement shall cover resales by Affiliates of Opcap. Upon the
effectiveness of the Registration Statement, Opcap shall make an offer to the
holders of Private Units (each, a "Private Unitholder") to acquire some or all
of the Private Units held by them in exchange for Opcap Units (an "Exchange").

(b) The offer shall provide that any Private Unitholder which
accepts the offer (each, an "Exchanging Unitholder") shall receive one Opcap
Unit for each Private Unit tendered for Exchange. The other terms and conditions
of the offer shall be determined by

<PAGE> 4

agreement between Opcap and PIMCO Advisors. Opcap shall provide to the Private
Unitholders reasonable notice of the offer, and a reasonable opportunity to
tender their Private Units in the Exchange.

(c) As promptly as practicable after the surrender of Private
Units for Exchange, Opcap shall assign, transfer and deliver to the Exchanging
Unitholder at the principal office of Opcap, or if requested, by mail to the
Exchanging Unitholder at its address noted on the notice of exchange, a
certificate for the number of Opcap Units to be delivered in the Exchange.

(d) Opcap Units issued and delivered in an Exchange shall be duly
authorized, validly issued, fully paid and nonassessable and, if applicable,
free of any lien, encumbrance or other adverse claim.

(e) An Exchanging Unitholder will become the holder of record of
the Opcap Units issued to it in the Exchange as of the close of business on the
day its PIMCO Advisors Units are surrendered for exchange, accompanied by a duly
completed and executed notice of exchange and such other duly and completed
documents and instruments in such form as shall be specified in the notice of
the offer of exchange.

(f) A Private Unitholder shall have the right, at its option, to
tender any or all of the Private Units held by it to Opcap for exchange into
Opcap Units, for the purpose of offering the Opcap Units received in the
exchange pursuant to a Registration Statement which is filed or becomes
effective under the 1994 Registration Rights Agreement, at the rate of one Opcap
Unit for each Private Unit tendered for exchange. In order to exercise this
right, such Private Unitholder shall surrender the certificates evidencing the
Private Units to be exchanged, duly endorsed to the order of Opcap, at the
principal office of Opcap, accompanied by a duly completed and executed notice
of exchange and such other duly completed and executed documents and instruments
in such form as shall be reasonably prescribed from time to time by Opcap. The
provisions of Section 5(c), (d) and (e) shall apply to such exchange as though
such Private Unitholder were an Exchanging Unitholder and such exchange were an
Exchange.

(g) The rights given to Private Unitholders by this Section 5 are
subject to, and shall be limited by, any transfer restriction that may be
imposed on the Private Unitholders from time to time by PIMCO Advisors pursuant
to the terms of the PIMCO Advisors Partnership Agreement or a duly adopted
Written Action of the general partners of PIMCO Advisors.

Section 6. Negative Covenants.

Without the prior written consent of PIMCO Advisors, Opcap shall
not, and shall not permit any of its Subsidiaries to:

(i) carry on any business except in connection with or
incidental to (i) the performance of its duties as a general partner under the
PIMCO Advisors Partnership

<PAGE> 5

Agreement, (ii) the direct or indirect acquisition, ownership or disposition of
PIMCO Advisors Units, and (iii) its governance and existence;

(ii) merge or consolidate with or into any other Person, or
sell or otherwise dispose of all or substantially all of its assets, or effect a
Recapitalization with respect to the Opcap Units, or issue or agree to issue any
Equity Securities other than Opcap Units; or

(iii) create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
any Indebtedness.

Section 7. Miscellaneous.

(a) This Agreement may not be amended, modified or waived except
by written instrument executed by the parties hereto.

(b) This Agreement constitutes the entire agreement of the
parties hereto, and supersedes all prior agreements and understandings, written
and oral, among the parties with respect to the subject matter hereof.

(c) When a reference is made in this Agreement to a Section, such
reference shall be to a Section of this Agreement unless otherwise indicated.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

(d) All notices and other communications hereunder shall be in
writing and shall be deemed given (a) when delivered in person, (b) when
transmitted by telecopy (with written confirmation), (c) on the third Business
Day following the mailing thereof by certified or registered mail (return
receipt requested) or (d) when delivered by an express courier (with written
confirmation) to the parties at their respective principal offices.

(e) This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement is intended or shall be construed to confer upon any
Person other than the parties hereto and their respective successors and
permitted assigns any right, remedy or claim under or by reason of this
Agreement or any part hereof. This Agreement may not be assigned by any party
hereto without the prior written consent of the other party hereto.

(f) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one and the same agreement, it being understood that all of the
parties need not sign the same counterpart.

(g) This Agreement, the legal relations between the parties and
the adjudication and the enforcement thereof, shall be governed by and
interpreted and construed in

<PAGE> 6

accordance with the substantive laws of the state of Delaware, without regard to
choice of law principles.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.

OPPENHEIMER CAPITAL, L.P.

By: /s/ KENNETH M. POOVEY
---------------------------------------
Kenneth M. Poovey
Executive Vice President

PIMCO ADVISORS L.P.

By: /s/ KENNETH M. POOVEY
--------------------------------------
Kenneth M. Poovey
Executive Vice President

<PAGE> 1

EXHIBIT 3

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

PIMCO ADVISORS L.P.

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Adjusted Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Admission Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Adverse Partnership Tax Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Approved by the Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Assignee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Assignment Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Assignment Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Book-Tax Disparities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
CCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Cadence Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Capital Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Carrying Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certificate of Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certificate of Limited Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Class A Carryover Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Class A Quarterly Priority Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Class A Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Class B Carryover Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Class B Quarterly Priority Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Class B Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Class C Carryover Cap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Class C Quarterly Cap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Class C Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Contributed Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Contributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Delaware Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Defense Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Delegate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
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Departing General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Designated Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Disinterested Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Distributable Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Equity Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Event of Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Exchange Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Former General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
GP Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Heldover Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Incorporation Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Incorporation Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Indemnitee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Insolvency Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Interim Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Investment Management Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Limited Liability Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Limited Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Liquidator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
LP Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Minimum Gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Nasdaq . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
NFJ Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
National Securities Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Net Income or Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Net Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Nonpublic Unitholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Operating Profit Available for Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Parametric Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Partnership Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Partnership Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Partnership Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Percentage Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PFAMCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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PIMCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PIMCO GP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PIMCO Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Public Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Public General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Public Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Public Unitholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Recapitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Recapture Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Reconstituted Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Restructuring Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Securities Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Short Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Successor Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Tax Realization Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Taxable Income or Taxable Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Termination Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Thomson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Total Contributed Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Treasury Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Unaffiliated Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Unitholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Unit Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Unrealized Gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Unrealized Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Written Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE II The Partnership and the Partners . . . . . . . . . . . . . . . . . . . . . . . 15

Section 2.1 Continuation of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.3 Names and Addresses of Partners . . . . . . . . . . . . . . . . . . . . . . . . 15
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Section 2.4 Principal Office, Registered Agent and Registered Office . . . . . . . . . . . 15
Section 2.5 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE III Purpose and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Section 3.1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.2 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE IV Units and Other Partnership Securities . . . . . . . . . . . . . . . . . . . . 16

Section 4.1 Classification and Conversion of Units . . . . . . . . . . . . . . . . . . . . 16
Section 4.2 New Classes or Series of Units or Other Securities . . . . . . . . . . . . . . 17
Section 4.3 Issuance of Units and Other Securities . . . . . . . . . . . . . . . . . . . . 18
Section 4.4 No Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.5 Recapitalizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE V Certificates for Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Section 5.1 Issuance of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.2 Lost, Stolen, Mutilated or Destroyed Certificates . . . . . . . . . . . . . . . 19
Section 5.3 Registered Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE VI Transfer of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Section 6.1 Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.2 Transfer of GP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.3 Transfer of LP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.4 Restrictions on Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VII Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Section 7.1 Capital Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.2 Capital Account Calculations and Adjustments. . . . . . . . . . . . . . . . . . 22

ARTICLE VIII Distributions and Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Section 8.1 Cash Distributions During the Interim Period . . . . . . . . . . . . . . . . . 24
Section 8.2 Cash Distributions After the Interim Period . . . . . . . . . . . . . . . . . . 25
Section 8.3 Special Cash Distributions Prior to Restructuring . . . . . . . . . . . . . . . 25
Section 8.4 General Rules with Respect to Distributions . . . . . . . . . . . . . . . . . . 26
Section 8.5 Allocations of Income and Loss . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 8.6 Special Provisions Governing Capital Account Allocations . . . . . . . . . . . 27
Section 8.7 Allocations for Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . . . 29
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Section 8.8 Monthly Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE IX Accounting and Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 9.1 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.2 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.3 Taxable Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.4 Preparation of Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.5 Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.6 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.7 Tax Controversies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.8 Tax Opinions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE X Concerning the General Partners . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 10.1 Management of Partnership Business . . . . . . . . . . . . . . . . . . . . . . 33
Section 10.2 Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 10.3 Reimbursement of the General Partners . . . . . . . . . . . . . . . . . . . . . 35
Section 10.4 Outside Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 10.5 Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.6 Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.7 Notice of Event of Withdrawal. . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.8 Operating Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 10.9 Equity Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE XI Concerning the Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Section 11.1 Participation in Control of Partnership Business. . . . . . . . . . . . . . . . 38
Section 11.2 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.3 Access and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE XII Admission of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Section 12.1 Admission of General Partners . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 12.2 Admission of Limited Partners. . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 12.3 Admission of Underwriters and Their Transferees . . . . . . . . . . . . . . . . 41

ARTICLE XIII Withdrawal or Removal of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Section 13.1 Withdrawal or Removal of General Partners . . . . . . . . . . . . . . . . . . . 41
Section 13.2 Interest of Departing General Partner . . . . . . . . . . . . . . . . . . . . . 42
Section 13.3 Business to Be Carried On After Event of Withdrawal . . . . . . . . . . . . . . 43
Section 13.4 No Withdrawal of Limited Partners . . . . . . . . . . . . . . . . . . . . . . . 43
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ARTICLE XIV Partnership Meetings; Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Section 14.1 Partnership Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 14.2 Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 14.3 Notice of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 14.4 Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 14.5 Waiver of Notice; Consent to Meeting; Approval of Minutes . . . . . . . . . . . 44
Section 14.6 Quorum and Required Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 14.7 Conduct of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 14.8 Action Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 14.9 Voting and Approval Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 14.10 Amendments to Be Adopted Solely by the General Partners . . . . . . . . . . . . 47
Section 14.11 Amendment Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE XV Indemnification and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 49

Section 15.1 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 15.2 Indemnification Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 15.3 Indemnification Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 15.4 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 15.5 Source of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 15.6 Scope of Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 15.7 Effect of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 15.8 Limitations on Liability of Indemnitees . . . . . . . . . . . . . . . . . . . . 52

ARTICLE XVI Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Section 16.1 Power of General Partners to Effect a Restructuring . . . . . . . . . . . . . . 53
Section 16.2 Incorporation Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 16.3 Consent to Actions Taken in Connection with Restructuring . . . . . . . . . . . 57

ARTICLE XVII Dissolution and Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 17.1 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 17.2 Reconstitution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 17.3 Liquidator; Liquidation and Distribution . . . . . . . . . . . . . . . . . . . 58
Section 17.4 Reports Following Termination . . . . . . . . . . . . . . . . . . . . . . . . . 60

ARTICLE XVIII General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 18.1 Addresses and Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 18.2 Titles and Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

</TABLE>

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<PAGE> 8

<TABLE>
<S> <C> <C>
Section 18.3 Pronouns and Plurals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 18.4 Further Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 18.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 18.6 Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 18.7 Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 18.8 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 18.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 18.10 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 18.11 Invalidity of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 18.12 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>

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<PAGE> 9
TABLE OF EXHIBITS

Exhibit A Certificate for Class A LP Units

Exhibit B Admission Application

<PAGE> 10
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
PIMCO ADVISORS L.P.

This Amended and Restated Agreement of Limited Partnership of PIMCO
Advisors L.P. (this "Agreement"), which is dated and shall be effective as of
12:00 midnight Pacific Standard Time on October 31, 1997 (the "Effective
Time"), is by and among PIMCO Partners, G.P., a California general partnership,
all other Persons who have been admitted to the Partnership as Limited Partners
as of the date of this Agreement, and all Persons who become Limited Partners
after the date of this Agreement. Capitalized terms used in this Agreement
shall have the meanings ascribed to such terms in this Agreement.

This Agreement amends and completely restates that certain Amended and
Restated Agreement of Limited Partnership of PIMCO Advisors L.P. dated as of
October 31, 1994, as the same was previously amended by that certain First
Amendment to Amended and Restated Agreement of Limited Partnership of PIMCO
Advisors L.P. dated as of April 25, 1995 and effective as of January 1, 1995.

In consideration of the covenants, conditions and agreements contained
herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

The terms defined in this Article I shall, for the purposes of this
Agreement, have the meanings set forth herein.

Adjusted Property shall mean a Partnership Asset the Carrying Value of
which has been adjusted pursuant to Section 7.2.

Admission Application shall mean a written application executed and
delivered to the Partnership by a Person which (i) proposes to make a
Contribution in accordance with this Agreement or (ii) acquires one or more
Certificates by transfer from a Unitholder, by which such Person requests
admission as a Limited Partner, requests that the records of the Partnership
reflect such admission, and agrees to comply with and be bound by this
Agreement. Except as otherwise determined by the General Partners, such
Admission Application shall be in substantially the form of Exhibit B attached
to this Agreement.

<PAGE> 11
Adverse Partnership Tax Event shall mean (i) the Partnership (A) being
treated as an association taxable as a corporation, (B) being reconstituted as
a corporation, or (C) otherwise becoming subject to federal taxation on its
income, or (ii) the occurrence of an event which would have caused one of the
foregoing to occur but for the occurrence of a Restructuring.

Affiliate of a Person shall mean any Person directly or indirectly
controlling, controlled by or under common control with such Person. As used
in this definition of Affiliate, the term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

Agreement shall mean this Amended and Restated Agreement of Limited
Partnership of the Partnership, as it may be amended, supplemented or restated
from time to time.

Approved by the Unitholders shall mean, with respect to a meeting of
Unitholders, approved by Unitholders holding a majority of the outstanding
Units present at such meeting in person or by proxy and entitled to vote,
voting as a single class, and with respect to an action of Unitholders without
a meeting, approved by Unitholders holding a majority of the outstanding Units
entitled to vote, voting as a single class.

Assignee shall mean a Person who is a transferee of a Certificate and
who has executed and delivered an Admission Application, but who has not been
admitted to the Partnership as a Limited Partner.

Assignment Event shall mean an event which would cause the assignment
(within the meaning of the Investment Advisers Act of 1940, as amended, or the
Investment Company Act of 1940, as amended) of advisory contracts representing
more than 15% of the assets under management by the Partnership and its
Subsidiaries.

Assignment Opinion shall mean an Opinion of Counsel to the effect that
a specified event is not an Assignment Event, or that based upon the consents
which have been obtained from clients, such event would not result in the
termination of advisory contracts representing more than 15% of the assets
under management by the Partnership and its Subsidiaries.

Associate of a Person shall mean any individual who is a stockholder,
partner, member, director, manager, trustee, member of any Delegate or other
board or committee, officer, employee, agent or fiduciary of such Person.

Book-Tax Disparities shall mean the differences between a Partner's
Capital Account balance, as maintained pursuant to Section 7.1, and such
balance had the Capital Account been maintained strictly in accordance with tax
accounting principles (such disparities reflecting the differences between the
Carrying Value of either Contributed Property or Adjusted Property, as adjusted
from time to time, and the adjusted basis thereof for federal income tax
purposes).

2
<PAGE> 12

Business Day shall mean any day other than a Saturday, Sunday or legal
holiday recognized or declared as such by the Government of the United States
or the State of New York.

Business Entity shall mean a corporation, a business trust or
association, a real estate investment trust, a common-law trust, a limited
liability company or an unincorporated business, including a general or limited
partnership or registered limited liability partnership.

CCI shall mean Columbus Circle Investors, a Delaware general
partnership, or its Successor.

Cadence Partners shall mean Cadence Partners L.P., a California limited
partnership, or its Successor.

Capital Account shall mean a capital account established and maintained
pursuant to Article VII.

Carrying Value shall mean (i) with respect to Contributed Property, the
fair market value of such Contributed Property at the time of contribution as
determined by the General Partners, reduced (but not below zero) by all
amortization, depreciation and cost recovery deductions charged to the Partners'
and Assignees' Capital Accounts pursuant to Section 7.2 with respect to such
Contributed Property, and (ii) with respect to any other Partnership Asset, the
adjusted basis of such Partnership Asset for federal income tax purposes, as of
the time of determination. The Carrying Value of any Partnership Asset may be
adjusted from time to time in accordance with Sections 7.2(b), (c) and (d), and
to reflect changes, additions or other adjustments to the Carrying Value for
dispositions, acquisitions or improvements of Partnership Assets, in a manner
consistent with federal income tax principles.

Certificate shall mean a certificate of Partnership Interest issued by
the Partnership, evidencing ownership of one or more Units, such certificate to
be in such form or forms as may be adopted by the General Partners, and which,
in the case of Class A LP Units, shall initially be in substantially the form of
Exhibit A attached to this Agreement.

Certificate of Cancellation shall mean a certificate of cancellation
within the meaning of Section 17-203 of the Delaware Act.

Certificate of Limited Partnership shall mean the Certificate of
Limited Partnership of the Partnership, and any and all amendments thereto and
restatements thereof, filed as required under the Delaware Act.

Class A Carryover Amount shall mean, with respect to each Class A Unit
and Class C Unit and with respect to each fiscal quarter or Short Period ending
after March 31, 1995, the positive amount, if any, by which (i) the Class A
Quarterly Priority Amount for the immediately

3
<PAGE> 13

preceding fiscal quarter exceeded (ii) the amount distributed with respect to
each Class A Unit and Class C Unit for such immediately preceding fiscal
quarter.

Class A Quarterly Priority Amount shall mean, with respect to each
Class A Unit and Class C Unit and with respect to each fiscal quarter ending
after December 31, 1994, the sum of (i) $0.47 (subject to adjustment in the
case of a Recapitalization), plus (ii) any Class A Carryover Amount applicable
to such Class A Unit or Class C Unit with respect to such fiscal quarter. In
the case of any Short Period, the Class A Quarterly Priority Amount shall mean,
with respect to each Class A Unit and Class C Unit and with respect to such
Short Period, the sum of (i) an amount equal to the product of $0.0052 (subject
to adjustment in the case of a Recapitalization) multiplied by the number of
days in such Short Period, plus (ii) any Class A Carryover Amount applicable to
such Class A Unit or Class C Unit with respect to such Short Period.

Class A Unit shall mean a GP Unit or an LP Unit having those special
rights and obligations specified in this Agreement as being appurtenant to a
"Class A Unit" and shall include the GP Units and Class A LP Units outstanding
prior to the Effective Time and all GP Units and LP Units issued after the
Effective Time which are designated as Class A Units pursuant to Section 4.3.

Class B Carryover Amount shall mean, with respect to each Class B Unit
and with respect to each fiscal quarter or Short Period ending after March 31,
1995, the positive amount, if any, by which (i) the Class B Quarterly Priority
Amount for the immediately preceding fiscal quarter exceeded (ii) the amount
distributed with respect to each Class B Unit for such immediately preceding
fiscal quarter; provided, however, that with respect to the first fiscal
quarter, or Short Period within the first fiscal quarter, of any fiscal year,
the Class B Carryover Amount shall be zero.

Class B Quarterly Priority Amount shall mean, with respect to each
Class B Unit and with respect to each fiscal quarter ending after December 31,
1994, the sum of (i) $0.47 (subject to adjustment in the case of a
Recapitalization), plus (ii) any Class B Carryover Amount applicable to such
Class B Unit with respect to such fiscal quarter. In the case of any Short
Period, the Class B Quarterly Priority Amount shall mean, with respect to each
Class B Unit and with respect to such Short Period, the sum of (i) an amount
equal to the product of $0.0052 (subject to adjustment in the case of a
Recapitalization) multiplied by the number of days in such Short Period, plus
(ii) any Class B Carryover Amount applicable to such Class B Unit with respect
to such Short Period.

Class B Unit shall mean a GP Unit or an LP Unit having those special
rights and obligations specified in this Agreement as being appurtenant to a
"Class B Unit" and shall include the Class B LP Units outstanding prior to the
Effective Time and all GP Units and LP Units issued after the Effective Time
which are designated as Class B Units pursuant to Section 4.3.

4
<PAGE> 14
Class C Carryover Cap shall mean, with respect to each Class C Unit
and with respect to each fiscal quarter or Short Period ending after March 31,
1995, the positive amount by which (i) the Class C Quarterly Cap for the
immediately preceding fiscal quarter exceeded (ii) the amount distributed with
respect to each Class C Unit for such immediately preceding fiscal quarter;
provided, however, that with respect to the first fiscal quarter, or Short
Period within the first fiscal quarter, of any fiscal year, the Class C
Carryover Cap shall be zero.

Class C Quarterly Cap shall mean, with respect to each Class C Unit
and with respect to each fiscal quarter ending after December 31, 1994, the sum
of (i) $0.75 (subject to adjustment in the case of a Recapitalization), plus
(ii) any Class C Carryover Cap applicable to such Class C Unit with respect to
such fiscal quarter. In the case of any Short Period, the Class C Quarterly
Cap shall mean, with respect to each Class C Unit and with respect to such
Short Period, the sum of (i) an amount equal to the product of $0.0083 (subject
to adjustment in the case of a Recapitalization) multiplied by the number of
days in such Short Period, plus (ii) any Class C Carryover Cap applicable to
such Class C Unit with respect to such Short Period.

Class C Unit shall mean an LP Unit having those special rights and
obligations specified in this Agreement as being appurtenant to a "Class C
Unit" and shall include all LP Units issued after the Effective Time which are
designated as Class C Units pursuant to Section 4.3.

Code shall mean the Internal Revenue Code of 1986, as in effect from
time to time, and applicable rules and regulations thereunder. Any reference
herein to a specific section or sections of the Code shall be deemed to include
a reference to any corresponding provision of future law.

Commission shall mean the Securities and Exchange Commission.

Consolidation Date means November 15, 1994.

Contributed Property shall mean any Contribution other than cash.

Contribution shall mean any cash, property, services rendered or a
promissory note or other obligation to contribute cash or property or to
perform services, which a Partner contributes to the Partnership in its
capacity as a Partner.

Contributor is defined in Section 12.2.

Delaware Act shall mean the Delaware Revised Uniform Limited
Partnership Act, as it may be amended from time to time, and any successor to
such Act.

Defense Notice is defined in Section 15.3.

Delegate is defined in Section 10.2.

5
<PAGE> 15

Departing General Partner shall mean the Person which, as of the
effective date of any withdrawal or removal of a General Partner pursuant to
Section 13.1, has as of such date so withdrawn or been removed as a General
Partner.

Designated Member is defined in Section 10.8.

Disinterested Director shall mean an individual who is not and has
not, within the prior five years, been an officer or employee of the
Partnership or an officer, employee or partner of a General Partner or an
Affiliate of the Partnership or a more than 5% Unitholder, partner or
stockholder of the Partnership, a General Partner or any of their Affiliates.

Distributable Cash for a fiscal quarter shall mean cash equal to the
Partnership's Operating Profit Available for Distribution for such fiscal
quarter less the amount, if any, required for expenses, for capital
expenditures, for future payments on Partnership indebtedness, as reserves, or
otherwise in the business of the Partnership, as determined by the General
Partners.

Effective Date is defined in Section 16.2.

Effective Time is defined in the preamble to this Agreement.

Equity Security shall mean a share of capital stock, a partnership or
limited liability company interest, or other equity interest, or any security
convertible or exchangeable, with or without consideration, into any such
security or interest, or carrying any warrant, option or right to subscribe to
or purchase any such security or interest or any such convertible or
exchangeable security, or any such warrant, option or right.

Event of Withdrawal with respect to a General Partner shall mean (i)
its withdrawal as a General Partner pursuant to Section 13.1; (ii) its
withdrawal as a General Partner in violation of this Agreement; (iii) its
removal as a General Partner pursuant to Section 13.1; (iv) an Insolvency Event
with respect to such General Partner; or (v) a Termination Event with respect
to such General Partner.

Exchange Shares is defined in Section 16.2.

Expenses is defined in Section 15.1.

Former General Partner shall mean (i) Thomson or (ii) any other Person
which has withdrawn or been removed as, or otherwise ceased to be, a General
Partner.

General Partner shall mean (i) PIMCO GP in its capacity as general
partner of the Partnership, or (ii) any other Person which has been admitted as
a successor or additional general

6
<PAGE> 16
partner of the Partnership pursuant to this Agreement, in each case so long as
such Person has not withdrawn or been removed as, or otherwise ceased to be, a
general partner of the Partnership.

GP Unit shall mean a Unit representing a portion or all of a General
Partner's Partnership Interest, and shall include all GP Units held by PIMCO GP
immediately prior to the Effective Time, and Units acquired by a General
Partner after the Effective Time, whether by contribution, conversion or
transfer, which are designated as GP Units.

Heldover Certificate is defined in Section 16.2.

Incorporation Notice is defined in Section 16.2.

Incorporation Restructuring is defined in Section 16.2.

Indebtedness shall mean with respect to any Person, (i) any liability,
contingent or otherwise, of such Person (A) for borrowed money (whether or not
recourse of the lender is to the whole of the assets of such Person or only to
a portion thereof), (B) evidenced by a note, debenture or similar instrument
(including a purchase money obligation) given in connection with the
acquisition of any property or assets, (C) for any letter of credit or
performance bond in favor of such Person, or (D) for the payment of money
relating to a capitalized lease obligation; (ii) any liability of any other
Person of the kind described in the preceding clause (i), which such Person has
guaranteed or which is otherwise its legal liability, contingent or otherwise;
(iii) any obligation secured by a lien to which the property or assets of such
Person are subject, whether or not the obligations secured thereby shall have
been assumed by or shall otherwise be such Person's legal liability; (iv) all
other items, which in accordance with generally accepted accounting principles,
would be included as a liability on the balance sheet of such Person on the
date of determination; and (v) any and all deferrals, renewals, extensions or
refinancing of, or amendments, modifications or supplements to, any liability
of the kind described in any of the preceding clauses (i), (ii), (iii) or (iv).

Indemnitee shall mean any General Partner, any Former General Partner,
any Person which is or was an Affiliate of any General Partner or any Former
General Partner, any Person which is or was an Associate of any General Partner
or any Former General Partner or any such Affiliate, any Person which is or was
serving at the request of the Partnership or any of its Subsidiaries, any
General Partner or any Former General Partner as an Associate of another
Person, or any Person which is or was an Associate of the Partnership or any of
its Subsidiaries. A Person shall be deemed to be serving as a fiduciary of an
employee benefit plan at the request of the Partnership whenever the
performance by such Person of his duties to the Partnership or any Subsidiary
of the Partnership also imposes duties on him or otherwise involves services by
him to such plan or the participants or beneficiaries of such plan.

Insolvency Event with respect to a Person shall be deemed to have
occurred (i) when it (A) makes an assignment for the benefit of creditors; (B)
files a voluntary petition in bankruptcy;

7
<PAGE> 17
(C) is adjudged a bankrupt or insolvent, or has entered against it an order for
relief in any bankruptcy or insolvency proceeding; (D) files a petition or
answer seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation; (E) files an answer or other pleading admitting or failing to
contest the material allegations of a petition failed against it in any
proceeding of this nature; or (F) seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of such Person or of all or
any substantial part of its properties; or (ii) (A) 120 days after the
commencement of any proceeding against such Person seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, if the proceeding is not
dismissed, or (B) 90 days after the appointment without such Person's consent
or acquiescence of a trustee, receiver or liquidator of such Person or of all
or any substantial part of its properties, if the appointment is not vacated or
stayed, or 90 days after the expiration of any such stay, if the appointment is
not vacated.

Interim Period shall mean the period between November 15, 1994 and the
earlier of (i) December 31, 1997 or (ii) the occurrence of an Adverse
Partnership Tax Event.

Investment Management Company shall mean any division or Subsidiary of
the Partnership which is principally engaged in the investment advisory
business.

Limited Liability Opinion shall mean an Opinion of Counsel to the
effect that a specified event would not cause the Limited Partners to lose
their limited liability under the Delaware Act.

Limited Partner shall mean any Person which is a Limited Partner at
the Effective Time, or is admitted as a Limited Partner pursuant to Section
12.2 or 12.3, and which has not ceased to be a Limited Partner.

Liquidator shall mean the Person serving as Liquidator pursuant to
Section 17.3(a).

LP Unit shall mean a Unit representing a portion or all of a Partner's
or Assignee's Partnership Interest, and shall include all LP Units held by any
Partner immediately prior to the Effective Time, Units acquired by a General
Partner after the Effective Time, whether by contribution, conversion or
transfer, which are designated as LP Units, and all Units held by any Person
other than a General Partner at any time.

Minimum Gain shall have the meaning set forth in Treasury Regulation
Section 1.704-2(b) and (d).

Nasdaq shall mean the Nasdaq National Stock Market.

NFJ Partners shall mean NFJ Partners L.P., a California limited
partnership, or its Successor.

8
<PAGE> 18

National Securities Exchange shall mean (i) an exchange registered
with the Commission under Section 6(a) of the Securities Exchange Act, or (ii)
Nasdaq.

Net Income or Net Loss shall mean an amount equal to the Partnership's
taxable income or taxable loss for a relevant period. Net Income and Net Loss
shall be determined in accordance with Section 703(a) of the Code (for this
purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Section 703(a)(1) of the Code shall be included in
taxable income or loss), and adjusted as provided in Sections 7.2, and further
adjusted to reflect any adjustments resulting from amended returns, claims for
refund and tax audits.

Net Value shall mean (i) in the case of any Contribution, the fair
market value of such Contribution reduced by the outstanding balance of any
indebtedness either assumed by the Partnership upon such Contribution or to
which such Contribution is subject when contributed; and (ii) in the case of a
distribution of Partnership Assets to a Partner, the fair market value of such
Partnership Assets reduced by the outstanding balance of any indebtedness
either assumed by such Partner upon such distribution or to which such
Partnership Assets are subject when distributed. In each case, fair market
value shall be determined by the General Partners.

Nonpublic Unitholder shall mean (i) any General Partner or Former
General Partner, (ii) Cadence Partners, Parametric Partners, PIMCO Partners or
NFJ Partners, (iii) any Subsidiary of Pacific Mutual Holding Company, a
California mutual corporation, (iv) any executive officer of the Partnership or
managing director of an Investment Management Company or any corporation,
partnership, limited liability company or trust in which such individual is a
controlling shareholder, general partner, manager or trustee, or (vi) any
Person designated as a Nonpublic Unitholder in a Written Action.

Operating Profit Available for Distribution shall mean, for any
period, the net income of the Partnership (determined in accordance with
generally accepted accounting principles); provided, that Operating Profit
Available for Distribution for any period as so determined shall be adjusted in
accordance with the following special rules and/or clarifications:

(i) Operating Profit Available for Distribution shall be
determined without regard to losses of any Subsidiary of the Partnership which
is not treated as a partnership, branch or division for federal income tax
purposes.

(ii) Operating Profit Available for Distribution shall be
determined without regard to accrued revenues from performance fees unless such
fees are not subject to forfeiture.

(iii) Operating Profit Available for Distribution shall be
determined without regard to any income or deductions attributable to the
grant, amendment, vesting or exercise of any option or other right to purchase
or receive Units or other Equity Securities.

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<PAGE> 19
(iv) Operating Profit Available for Distribution shall be
determined without regard to any amortization of goodwill and other intangible
assets.

Opinion of Counsel shall mean a written opinion of counsel selected by
the General Partners, who may be regular counsel to the Partnership, a General
Partner, a Limited Partner or any of their Affiliates, but may not be in-house
counsel to any of such Persons.

Parametric Partners shall mean Parametric Partners L.P., a California
limited partnership, or its Successor.

Partner shall mean any General Partner or Limited Partner.

Partnership shall mean the limited partnership heretofore formed and
continued pursuant to this Agreement and the Delaware Act.

Partnership Accountants shall mean such nationally recognized firm of
independent public accountants as is selected from time to time by the General
Partners to act as the Partnership's independent public accountants.

Partnership Assets shall mean all assets and property, whether
tangible or intangible and whether real, personal or mixed, at any time owned
by the Partnership or its Subsidiaries.

Partnership Interest shall mean, as to any Partner or Assignee, such
Partner's or Assignee's share of the profits and losses of the Partnership and
the right to receive distributions of Partnership Assets.

Percentage Interest shall mean, as to each Partner or Assignee, the
quotient of (i) the Partnership Interest of such Partner or Assignee divided by
(ii) the total Partnership Interests of all Partners and Assignees

. Person shall mean a natural person, general or limited partnership,
limited liability company, trust, estate, association, corporation, custodian,
nominee or any other individual or entity in its own or any representative
capacity.

PFAMCO shall mean Pacific Financial Asset Management Corporation, a
California corporation, or its Successor.

PIMCO shall mean Pacific Investment Management Company, a California
general partnership, or its Successor.

PIMCO GP shall mean PIMCO Partners, a California general partnership,
or its Successor.

10
<PAGE> 20
PIMCO Partners shall mean PIMCO Partners, LLC, a California limited
liability company and the managing general partner of PIMCO GP, or its
Successor.

Proceedings is defined in Section 15.1.

Public Company shall mean a Business Entity which has at least one
Public Security outstanding.

Public General Partner shall mean a General Partner which is a Public
Company and which, together with its Subsidiaries, holds Units and other
Partnership Interests representing more than 95% of the fair value of its
consolidated assets other than cash and cash equivalents.

Public Security shall mean a class or series of Equity Security which
is registered under Section 12 of the Exchange Act.

Public Unitholder shall mean any Unitholder which is not a Nonpublic
Unitholder.

Recapitalization is defined in Section 4.5.

Recapture Income shall mean any gain recognized by the Partnership
(but computed without regard to any adjustment required by Section 734 or 743
of the Code) upon the disposition of any Partnership Asset that does not
constitute capital gain for federal income tax purposes because such gain
represents the recapture of deductions or reductions in basis for tax credits
previously taken with respect to such Partnership Asset.

Reconstituted Partnership shall mean a new limited partnership formed
in the manner described in Section 17.2.

Record Date shall mean the date as of which the identity of, and Units
held by, the Unitholders will be determined for purposes of (i) receiving
notice of and voting at any meeting of Unitholders, (ii) receiving notice of
any proposed action by written approval and giving or withholding approval,
(iii) exercising any other rights with respect to any action or proposed action
of Unitholders, or (iv) receiving any distribution or report.

Restructuring shall mean any action, event, transaction or series of
actions, events or transactions that the General Partners believe is reasonable
likely tol prevent or avoid the occurrence of an Adverse Partnership Tax Event
or a Tax Realization Event or both.

Restructuring Corporation is defined in Section 16.2.

Securities Act shall mean the Securities Act of 1933, as amended, and
any successor to such statute.

11
<PAGE> 21
Securities Exchange Act shall mean the Securities Exchange Act of
1934, as amended, and any successor to such statute.

Short Period means any period which is less than a fiscal quarter.

Subsidiary of a Person shall mean a subsidiary of such Person within
the meaning of Regulation S-X under the Securities Act.

Successor of a Person shall mean the Business Entity, if any, which
succeeds to the ownership of all or substantially all of its assets.

Successor Entity shall mean a Business Entity described in clause (ii)
or (iii) of Section 16.1(a).

Tax Opinion shall mean an Opinion of Counsel to the effect that a
specified event would not cause an Adverse Partnership Tax Event.

Tax Realization Event shall mean any one or more events, conditions or
circumstances in which, or as a result of which, any Partner or any of its
Affiliates realizes or is reasonably likely to be treated as realizing, either
directly or through allocations of Partnership income, income for federal
income tax purposes (including without limitation capital gain income), with
respect to all or any part of the difference between (i) the value of any
property contributed (or deemed contributed under applicable law) by such
Partner or Affiliate to the Partnership, determined either as of the time of
such contribution (or deemed contribution) or the time of such realization, and
(ii) such Partner's or Affiliate's or the Partnership's basis, for federal
income tax purposes, in such property, other than as a result of a sale of such
property by the Partnership exclusively for cash.

Taxable Income or Taxable Loss, when referring to allocations made to
a particular class of Units or to a particular Partner or Assignee, shall mean
the gross income less applicable deductions, computed for federal income tax
purposes, allocated to such class of Units or Partner or Assignee.

Termination Event with respect to a General Partner shall mean, (i) if
such General Partner is an individual, his death or the entry by a court of
competent jurisdiction of an order adjudicating him incompetent to manage his
person or his property; (ii) if such General Partner is acting as a General
Partner by virtue of being a trustee of a trust, the termination of the trust
(but not merely the substitution of a new trustee); (iii) if such General

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Partner is a partnership, the dissolution and commencement of winding up of the
partnership; (iv) if such General Partner is a corporation, the filing of a
certificate of dissolution or its equivalent for the corporation or the
revocation of its charter and the expiration of 90 days after the date of
notice to the corporation of revocation without a reinstatement of its charter;
(v) if such General Partner is an estate, the distribution by the fiduciary of
the estate's entire Partnership Interest; or (vi) if such General Partner is
not an individual, partnership, corporation, trust or estate, the termination
of the General Partner.

Thomson shall mean Thomson Advisory Group Inc., a Delaware
corporation.

Total Contributed Income of an Investment Management Company shall
mean the aggregate net income of such Investment Management Company (calculated
in accordance with generally accepted accounting principles applied
consistently for all Investment Management Companies and excluding
extraordinary items) for the then most recent three complete fiscal years of
the Partnership (or, for three years following the Consolidation Date, the
number of complete Partnership fiscal years which have elapsed since the
Consolidation Date). Total Contributed Income for each Investment Management
Company shall be recalculated annually based on, and upon receipt of, the
Partnership's annual audited consolidated financial statements.

Transfer (and related words) with respect to Units shall mean or refer
to a transaction by which a Unitholder transfers one or more Units to another
Person, and shall include a sale, assignment, gift, exchange or any other
disposition of Units, but shall not include any change in the ownership of such
Unitholder.

Transfer Agent shall mean (i) with respect to the Class A LP Units,
The First Chicago Trust Company of New York or any other bank, trust company or
other Person appointed by the General Partners to act as transfer agent or
registrar for the Class A Units, and (ii) with respect to any other class or
series of Units, the Person (who may be a General Partner or an Affiliate of a
General Partner) appointed to act as transfer agent or registrar for such class
or series of Units.

Treasury Regulations shall mean the federal income tax and procedure
and administration regulations as promulgated by the U.S. Treasury Department,
as such regulations may be in effect from time to time. All references in this
Agreement to provisions of the Treasury Regulations shall be deemed to refer to
successor regulatory provisions to the extent appropriate in light of the
context in which such Treasury Regulations references are used.

Unaffiliated Holders of any class or series of Units or other
Partnership Interests shall mean all holders of such class or series of Units
or other Partnership Interests other than (i) any General Partner or Former
General Partner or any of their respective Affiliates, (ii) Cadence Partners,
Parametric Partners, PIMCO Partners or NFJ Partners or any of their respective
Affiliates, (iii) any officer or employee of the Partnership or any of its
Subsidiaries, or (iv) any officer, employee, general partner or holder of more
than 5% of the outstanding Equity Securities of the General Partner or any of
its Affiliates other than the Partnership.

Underwriter is defined in Section 12.3.

Unit shall mean a portion or all of the Partnership Interest of a
Partner or Assignee representing such fractional part of the Partnership
Interests of all of the Partners and Assignees

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<PAGE> 23

as shall be determined by the General Partners in connection with the issuance
of Units; provided, however, that each Unit shall represent the same fractional
part of the Partnership Interests represented by all of the outstanding Units
as is represented by each other Unit. The relative rights, powers and duties
appurtenant to a Unit of any class and series and those appurtenant to the
Partnership Interest represented by such Unit shall be identical, and such
terms are used interchangeably in this Agreement.

Unitholder shall mean (i) a General Partner, or (ii) a Limited Partner
or, for purposes of Articles VII and VIII and Sections 17.3(c) and (d), in the
case of a Limited Partner who has Transferred his Partnership Interest and
whose Transferee is an Assignee, such Assignee. For purposes of Articles VII
and VIII only, the term "Unitholder" shall also mean the beneficial owner of
one or more Units held by a nominee Limited Partner in any case in which such
nominee Limited Partner has furnished the identity of such owner to the
Partnership pursuant to Section 6031(c) of the Code.

Unit Price shall mean an amount per Unit of a given class or series as
of any date of determination equal to: (i) if the Units of such class or series
are listed or admitted to trading on one or more National Securities Exchanges,
the average of the last reported sales prices per Unit of such class or series
or, in case no such reported sale takes place on any such day, the average of
the last reported bid and asked prices per Unit of such class or series, in
either case on the principal National Securities Exchange on which the Units of
such class or series are listed or admitted to trading, for the five trading
days immediately preceding the date of determination; or (ii) if the Units of
such class or series are not listed or admitted to trading on a National
Securities Exchange, an amount equal to the fair market value of a Unit of such
class or series as of such date of determination, as determined by an
independent appraiser selected and retained by the General Partners on behalf
of and for the account of the Partnership; provided, however, that in the case
of Units of a class or series not listed or admitted to trading on a National
Securities Exchange and to be issued pursuant to an employee benefit plan, the
Unit Price shall be determined by the General Partners.

Unrealized Gain, as of any date of determination, shall mean the
excess, if any, of the fair market value of a Partnership Asset (as determined
under Section 7.2(c) or (d) as of such date of determination) over the Carrying
Value of such Partnership Asset as of such date of determination (prior to any
adjustment to be made pursuant to Section 7.2(c) or(d) as of such date).

Unrealized Loss, as of any date of determination, shall mean the
excess, if any, of the Carrying Value of a Partnership Asset as of such date of
determination (prior to any adjustment to be made pursuant to Section 7.2(c)
or(d) as of such date) over the fair market value of such Partnership Asset (as
determined under Section 7.2(c) or (d) as of such date of determination).

Written Action shall mean (i) an action by written consent of the
General Partner, or if there is more than one General Partner, an action by
unanimous written consent of the General

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<PAGE> 24

Partners if such action is specified in Section 10.1(c), or by written consent
of General Partners holding a majority of the GP Units if such action is not
specified in Section 10.1(c) or (ii) if a Delegate has the rights and powers to
take such action, a written action of such Delegate.

ARTICLE II

THE PARTNERSHIP AND THE PARTNERS

Section 2.1 Continuation of the Partnership.

The General Partners and the Limited Partners hereby continue the
Partnership as a limited partnership pursuant to the provisions of the Delaware
Act.

Section 2.2 Name.

The name of the Partnership shall be "PIMCO Advisors L.P." The
business of the Partnership shall be carried on under such name or under such
other name as the General Partners may from time to time determine. "Limited
Partnership," "Ltd" or "L.P." (or similar words or letters) shall be included in
the Partnership's name where necessary or appropriate to maintain the limited
liability of the Limited Partners or otherwise for the purpose of complying with
the laws of any jurisdiction.

Section 2.3 Names and Addresses of Partners.

The General Partner of the Partnership is PIMCO GP, and the
address of the General Partner is 800 Newport Center Drive, Newport Beach,
California 92660. The names and business, residence or mailing addresses of the
Limited Partners and the date upon which each such Person became a Limited
Partner are as set forth from time to time in the books and records of the
Partnership.

Section 2.4 Principal Office, Registered Agent and Registered Office.

(a) The principal office of the Partnership is located at
800 Newport Center Drive, Newport Beach, California 92660. The General Partners
may change the location of the Partnership's principal office within or without
the State of Delaware and may establish such additional offices of the
Partnership within or without the State of Delaware as they may from time to
time determine.

(b) The name of the registered agent for service of
process on the Partnership in the State of Delaware is The Corporation Trust
Company. The address of the registered agent and the address of the registered
office of the Partnership in the State of Delaware is Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

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Section 2.5 Term.

The Partnership commenced upon the filing of the Certificate of
Limited Partnership in accordance with the Delaware Act and shall continue in
existence until December 31, 2086, unless earlier terminated in accordance with
the Delaware Act or this Agreement.

ARTICLE III

PURPOSE AND POWERS

Section 3.1 Purpose.

The purpose of the Partnership is (i) to carry on an investment
management and investment advisory business and (ii) to carry on any other
business which limited partnerships may carry on under the Delaware Act.

Section 3.2 Powers.

The Partnership shall have and may exercise any and all powers
and authority conferred by the laws of Delaware upon limited partnerships formed
under the Delaware Act, including any and all powers and authority that may be
exercised by the General Partners pursuant to the Delaware Act or this
Agreement.

ARTICLE IV

UNITS AND OTHER PARTNERSHIP SECURITIES

Section 4.1 Classification and Conversion of Units.

(a) The Partnership Interests of the Partners and
Assignees are divided into GP Units and LP Units, the GP Units are further
divided into Class A Units and Class B Units, and the LP Units are further
divided into Class A Units, Class B Units and Class C Units.

(b) A General Partner shall have the right, at such
General Partner's option, at any time to convert a portion, but not all, of the
GP Units held by such General Partner into LP Units of the same class. The rate
at which LP Units shall be delivered upon conversion of GP Units shall initially
be one LP Unit for each GP Unit, and shall be adjusted to reflect any
Recapitalization occurring after the Effective Time. Unless the LP Units

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<PAGE> 26

issuable on conversion are to be issued in the name of the General Partner, the
General Partner shall provide funds to the Partnership sufficient to pay any
transfer or similar tax with respect to the issuance. LP Units issued on
conversion of GP Units shall be deemed to have been issued, and such GP Units
shall be deemed to be canceled and retired, as of the close of business on the
date Certificates evidencing such GP Units are surrendered to the Partnership
for conversion.

(c) A General Partner shall have the right, at such
General Partner's option, at any time to convert a portion or all of the Class
A LP Units or Class B LP Units held by such General Partner into GP Units of
the same class. The rate at which GP Units shall be delivered upon conversion
of LP Units shall initially be one GP Unit for each LP Unit, and shall be
adjusted to reflect any Recapitalization occurring after the Effective Time. GP
Units issued on conversion of LP Units shall be deemed to have been issued, and
such LP Units shall be deemed to be canceled and retired, as of the close of
business on the date Certificates evidencing such LP Units are surrendered to
the Partnership for conversion.

(d) As of the close of business on March 1, 1998, each
Class B GP Unit shall be converted into and exchanged for one Class A GP Unit,
and each Class B LP Unit shall be converted into and exchanged for one Class A
LP Unit, adjusted in each case to reflect any Recapitalization occurring after
the Effective Time.

Section 4.2 New Classes or Series of Units or Other Securities.

The General Partners may create a class or series of Units, other
Equity Securities or other Partnership securities that was not previously
outstanding, without the approval of the Limited Partners. Any such class or
series of Units or other securities shall have such designations, preferences
and relative participating, optional or other special rights, powers and duties,
including preferences, rights and powers senior to existing classes or series of
Units or other securities, as shall be determined by the General Partners,
subject to any required approval of Unitholders, including without limitation:
(i) the rights of such class or series of Units or other securities to share in
profits and losses of the Partnership and the allocation, for federal income and
other tax purposes, to such class or series of Units or other securities of
items of Partnership income, gain, loss, deduction and credit; (ii) the rights
of such class or series of Units or other securities to share in distributions
of Partnership Assets; (iii) the rights of such class or series of Units or
other securities upon dissolution and liquidation of the Partnership; (iv)
whether such class or series of Units or other securities is redeemable by the
Partnership and, if so, the price at which, and the terms and conditions on
which, such class or series of Units or other securities may be redeemed by the
Partnership; (v) whether such class or series of Units or other securities is
issued with the right of conversion into or exchange for any other class or
series of Units or other securities and, if so, the rate at and the terms and
conditions upon which such class or series of Units or other securities may be
converted into or exchanged for such other class or series of Units or other
securities; and (vi) the rights of such class or series of Units or other
securities to vote on matters relating to the Partnership and this Agreement.
The designations, preferences and relative participating, optional or other
special rights, powers and duties of any such class or series of Units or other
securities shall be set forth in an amendment to this Agreement.

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Section 4.3 Issuance of Units and Other Securities.

(a) The Partnership may issue Units of any class or
series, other Equity Securities, or other Partnership securities, in amounts,
for consideration and on terms and conditions determined by the General Partners
without the approval of the Limited Partners; provided, however, that except as
provided in Article XVI, (i) the Partnership may not issue Units which are
senior to the Class A Units, without the approval of Unaffiliated Unitholders
holding a majority of the outstanding Class A Units held by Unaffiliated
Unitholders; and (ii) the Partnership may not issue any Units or other Equity
Securities unless the Partnership receives a Tax Opinion with respect to such
issuance.

(b) The Partnership shall not issue fractional Units;
instead, each fractional Unit shall be rounded to the nearest whole Unit or an
amount equal to the product of such fraction and the Unit Price on the date of
issuance shall be paid in cash by the Partnership, as may be determined by the
General Partners.

Section 4.4 No Preemptive Rights.

No Partner, Assignee or other Person shall have any
preemptive, preferential or other similar rights with respect to any additional
Contributions or any offer, issuance or sale of Units, other Equity Securities
or other Partnership securities.

Section 4.5 Recapitalizations.

(a) The Partnership may make a distribution of Units with
respect to outstanding Units, effect a subdivision or combination of outstanding
Units, or take a like action (each, a"Recapitalization"). The Partnership shall
not effect a Recapitalization unless the respective Percentage Interests of the
Partners and Assignees immediately after the Recapitalization are the same as
their respective Percentage Interests immediately before the Recapitalization.

(b) The General Partners shall select a Record Date as of
which a Recapitalization shall be effective and shall notify each Unitholder of
the Recapitalization. The Partnership may issue to the Unitholders as of the
Record Date new Certificates representing the additional Units issued in the
Recapitalization, and may implement such other procedures to reflect the
Recapitalization as may be determined by the General Partners.

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ARTICLE V

CERTIFICATES FOR UNITS

Section 5.1 Issuance of Certificates.

Upon the issuance of Units to any Partner or other Person, the
Partnership shall issue and deliver to such Partner, or to such other Person
upon such other Person being admitted as a Partner, one or more Certificates in
the name of such Partner or other Person evidencing such Units, in such
denominations as such Partner or other Person may request. Upon the written
request of any Transferee of Units accompanied by one or more Certificates
properly endorsed and cash in the amount of any applicable transfer tax, the
Partnership shall issue and deliver to such Transferee, upon such Transferee
being admitted as a Partner, replacement Certificates in the name of such
Transferee in such denominations as such Transferee may request. Upon the
written request of any Unitholder accompanied by one or more Certificates
properly endorsed, the Partnership shall issue and deliver to such Unitholder
replacement Certificates in the name of such Unitholder in such denominations as
such Unitholder may request, in accordance with such procedures as the
Partnership may reasonably establish.

Section 5.2 Lost, Stolen, Mutilated or Destroyed Certificates.

(a) The Partnership shall issue a new Certificate in place
of any Certificate previously issued if the registered owner of the Certificate:

(i) makes proof by affidavit, in form and
substance satisfactory to the Partnership, that a previously issued Certificate
has been lost, destroyed or stolen;

(ii) requests the issuance of a new Certificate
before the Partnership has notice that the Certificate is subject to an adverse
claim by another Person or has been acquired by a purchaser for value in good
faith and without notice of an adverse claim;

(iii) if requested by the Partnership, delivers to
the Partnership a bond, in form and substance satisfactory to the Partnership,
with such surety or sureties and with fixed or open penalty as the Partnership
may direct, to indemnify the Partnership against any claim that may be made on
account of the alleged loss, destruction or theft of the Certificate; and

(iv) satisfies any other reasonable requirements
imposed by the Partnership.

(b) When a Certificate has been lost, destroyed or
stolen, and the owner fails to notify the Partnership within a reasonable time
after he has notice of it, and a Transfer of the Units represented by the
Certificate is registered before the Partnership receives such

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<PAGE> 29

notification, the owner shall be precluded from making any claim against the
Partnership or any Transfer Agent for such Transfer or for a new Certificate.

(c) If any mutilated Certificate is surrendered to the
Transfer Agent, the Partnership shall execute and deliver in exchange therefor
a new Certificate evidencing the same number of Units as did the Certificate so
surrendered.

(d) As a condition to the issuance of any new Certificate
under this Section 5.2, the Partnership may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Transfer Agent) connected therewith.

Section 5.3 Registered Owner.

The Partnership shall be entitled to treat a Unitholder as the owner of
the Units registered in such Unitholder's name on the books and records of the
Transfer Agent for all purposes, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Units on the part
of any other Person, regardless of whether it shall have actual or other notice
thereof, except as otherwise provided by law or any applicable rule, regulation,
guideline or requirement of any National Securities Exchange on which the Units
are listed or admitted for trading. When a Person is acting as a nominee, agent
or in some other representative capacity for another Person in acquiring or
holding Units, as between the Partnership on the one hand and such Persons on
the other hand, such nominee (i) must execute and deliver an Admission
Application, (ii) shall be the Limited Partner or Assignee (as the case may be)
of record and beneficially, and (iii) shall be bound by this Agreement.

ARTICLE VI

TRANSFER OF UNITS

Section 6.1 Transfer.

Except as provided in Article XVI, no Units shall be Transferred
except in accordance with the terms and conditions set forth in this Article
VI. Any Transfer or purported Transfer of any Units not made in accordance with
this Article VI or Article XVI shall be null and void.

Section 6.2 Transfer of GP Units.

(a) A General Partner may Transfer any or all of its GP
Units to an Affiliate of such General Partner which has been admitted as a
successor or additional General Partner pursuant to Section 12.1(a).

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<PAGE> 30
(b) A General Partner may mortgage, pledge, hypothecate,
grant a security interest in or otherwise encumber any or all of its GP Units,
and Transfer any or all of its GP Units to any Person in a forced sale pursuant
to the foreclosure of, or other realization upon, any such encumbrance;
provided, however, that if the Transferee is not a General Partner, such GP
Units shall be converted into LP Units as provided in Section 4.1(b).

(c) A General Partner may Transfer any or all of its GP
Units to any Person in connection with the withdrawal of such General Partner
pursuant to Section 13.1(b); provided, however, that if the Transferee is not a
General Partner, such GP Units shall be converted into LP Units as provided in
Section 4.1(b).

Section 6.3 Transfer of LP Units.

A Partner may Transfer any or all of its LP Units to any Person;
provided, however, that except upon the death of a Unitholder or by operation of
law, the Partnership shall not recognize a Transfer of LP Units unless the
Transferee, if not a Partner or the Transferee of an Underwriter, has executed
and delivered an Admission Application to the Partnership or, if delivered to
the Transfer Agent, the Transfer Agent has delivered such Admission Application
to the Partnership.

Section 6.4 Restrictions on Transfer.

No Transfer of Units shall be made if such Transfer (i) would violate
the then applicable federal and state securities laws or rules and regulations
of the Commission, any state securities commission or any other governmental
authorities with jurisdiction over such Transfer, (ii) would result in an
Assignment Event or an Adverse Partnership Tax Event or (iii) would affect the
Partnership's existence or qualification as a limited partnership under the
Delaware Act.

ARTICLE VII

CAPITAL ACCOUNTS

Section 7.1 Capital Accounts.

(a) The Partnership shall maintain for each Partner and
Assignee (which terms for purposes of this Section 7.1, Section 7.2 and Article
VI shall refer to the beneficial owner of an interest held by a nominee in any
case in which the nominee has furnished the identity of such owner to the
Partnership pursuant to Section 6031(c) of the Code) a separate Capital Account
in accordance with Section 704 of the Code. Such Capital Account shall be
INCREASED BY (i) the cash amount or Net Value of all actual and deemed
Contributions made by such Partner or Assignee to the Partnership and (ii) all
items of Net Income computed in accordance with Section 7.2(a) and allocated to
such Partner or Assignee pursuant to Sections 8.5 and 8.6 and DECREASED BY (i)
the cash amount or Net Value of all actual and deemed distributions of
Partnership Assets

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made to such Partner or Assignee and (ii) all items of Net Loss computed in
accordance with Section 7.2(a) and allocated to such Partner or Assignee
pursuant to Sections 8.5 and 8.6.

(b) Upon the issuance of any Units to or for the benefit
of any Associate of the Partnership or any of its Subsidiaries, or any
successor to such Associate, as compensation for services rendered or to be
rendered to the Partnership or any of its Subsidiaries by such Associate, such
Associate or his or her successor shall be deemed to have made a Contribution
to the Partnership in an amount equal to the product of (i) the number of Units
so issued, and (ii) the Unit Price on the date of such issuance.

Section 7.2 Capital Account Calculations and Adjustments.

(a) For purposes of computing the amount of any item of
income, gain, deduction or loss to be reflected in the Partners' and Assignees'
Capital Accounts, the determination, recognition and classification of any such
item shall be the same as its determination, recognition and classification for
federal income tax purposes (including any method of depreciation, cost
recovery or amortization used for this purpose), provided, that:

(i) In accordance with the requirements of
Section 704(c) of the Code and Treasury Regulation Section
1.704-1(b)(2)(iv)(d), any deductions for depreciation, cost recovery or
amortization attributable to Contributed Property shall be determined as if the
adjusted basis of such Contributed Property on the date it was acquired by the
Partnership was equal to the Carrying Value of such Contributed Property. Upon
an adjustment pursuant to Section 7.2(c) to the Carrying Value of any
Partnership Asset subject to depreciation, cost recovery or amortization, any
further deductions for such depreciation, cost recovery or amortization
attributable to such Partnership Asset shall be determined as if the adjusted
basis of such Partnership Asset was equal to the Carrying Value of such
Partnership Asset immediately following such adjustment.

(ii) Any income, gain or loss attributable to the
taxable disposition of any Partnership Asset shall be determined by the
Partnership as if the adjusted basis of such Partnership Asset as of such date
of disposition was equal in amount to the Partnership's Carrying Value with
respect to such Partnership Asset as of such date.

(iii) Subject to the provisions of Treasury
Regulation Section 1.704-1(b)(2)(iv)(m), the amounts of any adjustments to the
bases (or Carrying Values) of Partnership Assets made pursuant to Section 743
of the Code shall not be reflected in Capital Accounts, but the amounts of any
adjustments to the bases (or Carrying Values) of Partnership Assets made
pursuant to Section 734 of the Code as a result of the distribution of
Partnership Assets by the Partnership to a Partner or Assignee shall (A) be
reflected in the Capital Account of the Partner or Assignee receiving such
distribution in the case of a distribution in liquidation of such Partner's or
Assignee's Partnership Interest and (B) otherwise be reflected in Capital
Accounts in the manner in which the unrealized income and gain that is
displaced by such

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<PAGE> 32

adjustments would have been shared had the Partnership Assets been sold at
their Carrying Values immediately prior to such adjustments.

(iv) The computation of all items of income, gain,
loss and deduction shall be made, as to those items described in Section
705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such
items are not includable in gross income or are neither currently deductible
nor capitalizable for federal income tax purposes. For this purpose, amounts
paid or incurred to organize the Partnership or to promote the sale of
Partnership Interests that are neither deductible nor amortizable under Section
709 of the Code, and deductions for any losses incurred in connection with the
sale or exchange of Partnership Assets disallowed pursuant to Section 267(a)(1)
or 707(b) of the Code, shall be treated as expenditures described in Section
705(a)(2)(B) of the Code.

(b) Generally, a Transferee of a Partnership Interest
will succeed to the Capital Account relating to the Partnership Interest
Transferred. However:

(i) If the Transfer causes a termination of the
Partnership under Section 708(b)(1)(B) of the Code, the Partnership shall be
deemed to have contributed all Partnership Assets and Partnership liabilities
to a new reconstituted partnership in exchange for one hundred percent of the
interests in such reconstituted partnership, and immediately thereafter, the
Partnership shall be deemed to have dissolved and distributed all interests in
the reconstituted partnership to the Partners and Assignees, followed by the
continuation of the business of the Partnership by the reconstituted
partnership. In such event, the Carrying Values of the Partnership Assets shall
be adjusted immediately prior to such deemed distribution pursuant to Section
7.2(d) (and such adjusted Carrying Values shall constitute the fair market
values of such Partnership Assets upon their deemed contribution to the
reconstituted Partnership). The Capital Accounts of such reconstituted
Partnership shall be maintained in accordance with the principles of Section
7.1 and this Section 7.2

(ii) If the Transfer is of LP Units held by a
General Partner, and if immediately prior to such Transfer such General Partner
has a negative Capital Account balance, then the Transferee shall be credited
with a zero balance in its Capital Account relating to such LP Units, and such
General Partner shall retain its negative Capital Account balance.

(c) In accordance with Treasury Regulation Section
1.704-1(b)(2)(iv)(f), in connection with either (i) a Contribution (other than
a de minimis amount) by a new or existing Partner or Assignee in consideration
for a Partnership Interest or (ii) a distribution of Partnership Assets (other
than a de minimis amount) in consideration for a Partnership Interest, the
Capital Accounts of all Partners and Assignees and the Carrying Values of all
Partnership Assets may be adjusted (consistent with the provisions hereof)
upwards or downwards to reflect any Unrealized Gain or Unrealized Loss
attributable to each Partnership Asset, as if such Unrealized Gain or
Unrealized Loss had been recognized upon an actual sale of such Partnership
Asset at such time and had been allocated to the Partners and Assignees
pursuant to Sections 8.5 and 8.6. For

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<PAGE> 33

purposes of determining such Unrealized Gain or Unrealized Loss, the fair
market value of Partnership Assets shall be determined by the General Partners.

(d) In accordance with Treasury Regulation Section
1.704-1(b)(2)(iv)(e), immediately prior to the actual or deemed distribution of
any Partnership Asset in kind, the Capital Accounts of all Partners and
Assignees and the Carrying Values of such Partnership Asset shall be adjusted
(consistent with the provisions hereof) upward or downward to reflect any
Unrealized Gain or Unrealized Loss attributable to such Partnership Asset as if
such Unrealized Gain or Unrealized Loss had been recognized upon an actual sale
of such Partnership Asset immediately prior to such distribution and had been
allocated to the Partners and Assignees, at such time, pursuant to Sections 8.5
and 8.6. For purposes of determining such Unrealized Gain or Unrealized Loss,
the fair market value of Partnership Assets shall be determined by the General
Partners.

ARTICLE VIII

DISTRIBUTIONS AND ALLOCATIONS

Section 8.1 Cash Distributions During the Interim Period.

With respect to each fiscal quarter ending on or prior to the end of
the Interim Period, commencing with the fiscal quarter ending December 31, 1994,
the Partnership shall distribute an amount in cash equal to the Distributable
Cash for such quarter. Such distributions shall be made to Unitholders of record
30 days after the last day of each such fiscal quarter, and shall be paid on
Class A Units and Class C Units not more than 45 days, and on Class B Units not
more than 60 days, after the last day of each such fiscal quarter. Such
distributions shall be made in accordance with the following priorities:

(i) First, to such Unitholders holding Class A
Units or Class C Units, pro rata in accordance with their Class A Units and
Class C Units, without regard to whether such Units are Class A Units or Class
C Units, until the cash distributions made pursuant to this clause (i) with
respect to each Class A Unit and Class C Unit equal the Class A Quarterly
Priority Amount;

(ii) Second, to such Unitholders holding Class B
Units, pro rata in accordance with their Class B Units until the cash
distributions made pursuant to this clause (ii) with respect to each Class B
Unit equal the Class B Quarterly Priority Amount; and

(iii) Third, to such Unitholders holding Class A
Units, Class B Units or Class C Units, pro rata in accordance with their Class
A Units, Class B Units and Class C Units, without regard to whether such Units
are Class A Units, Class B Units or Class C Units, until the

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<PAGE> 34

cash distributions made pursuant to the preceding clauses (i) and (ii) and this
clause (iii) with respect to each Class A Unit, Class B Unit and Class C Unit
equal the Class C Quarterly Cap;

(iv) Fourth, to such Unitholders holding Class A
Units or Class B Units, pro rata in accordance with their Class A Units and
Class B Units, without regard to whether such Units are Class A Units or Class
B Units; provided, however, that the Partnership may withhold distributions to
the holders of Class B Units to protect the distributions in respect of the
Class A Units and Class C Units in future fiscal quarters.

Section 8.2 Cash Distributions After the Interim Period.

With respect to each fiscal quarter ending after the end of the Interim
Period, the Partnership shall distribute an amount in cash equal to the
Distributable Cash for such fiscal quarter. Such distributions shall be made to
Unitholders of record 30 days after the last day of each such fiscal quarter,
and shall be paid not more than 60 days after the last day of each such fiscal
quarter. Such distributions shall be made in accordance with the following
priorities:

(i) First, to such Unitholders holding Class A
Units, Class B Units or Class C Units, pro rata in accordance with their Class
A Units, Class B Units and Class C Units, without regard to whether such Units
are Class A Units, Class B Units or Class C Units, until the cash distributions
made pursuant to this clause (i) with respect to each Class A Unit, Class B
Unit and Class C Unit equal the Class C Quarterly Cap;

(ii) Second, to such Unitholders holding Class A
Units or Class B Units, pro rata in accordance with their Class A Units and
Class B Units, without regard to whether such Units are Class A Units or Class
B Units.

Section 8.3 Special Cash Distributions Prior to Restructuring.

(a) Immediately prior to the effectiveness of the first
Restructuring, the Partnership shall, if the regular quarterly distribution for
the fiscal quarter ending before the effectiveness of the Restructuring has not
been paid, pay such distribution as provided in Section 8.1 if such fiscal
quarter ended on or prior to the end of the Interim Period, and otherwise as
provided in Section 8.2.

(b) Immediately prior to the effectiveness of the first
Restructuring, but after the distribution, if any, required by Section 8.3(a),
the Partnership shall distribute an amount equal to cash on hand of the
Partnership, less cash required for expenses, for capital expenditures, as
reserves or otherwise in the business of the Partnership or any successor to
the business of the Partnership after the Restructuring, as determined by the
General Partners. Such distribution shall be made as provided in Section 8.1 if
such distribution is made during a fiscal

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quarter ending on or prior to the end of the Interim Period, and otherwise as
provided in Section 8.2.

Section 8.4 General Rules with Respect to Distributions.

(a) The General Partners are also authorized to
distribute Partnership Assets in kind. Any Partnership Asset distributed in
kind shall be valued at its fair market value on the date of distribution and
shall be distributed in accordance with Sections 8.1and 8.2. Capital Accounts
and Carrying Values shall be adjusted in accordance with Section 7.2(e).

(b) The General Partners shall specify a Record Date for
any distribution, and any Partnership Assets distributed shall be distributed
to the Unitholders of the relevant class or series as of the Record Date.

(c) Any amount of taxes withheld pursuant to Section
10.4, and any amount of taxes, interest or penalties paid by the Partnership to
any governmental entity, with respect to amounts allocated or distributable to
a Unitholder shall be deemed to be a distribution or payment to such Unitholder
and shall reduce the amount otherwise distributable to such Unitholder pursuant
to this Article VIII.

(d) Distributions made to Unitholders shall be made to
"Unitholders"as defined in Article I without regard to the last sentence of the
definition of "Unitholder".

(e) The Partnership shall not make a distribution to any
Partner on account of its Partnership Interest if such distribution would
violate Section 17-607 of the Delaware Act or other applicable law.

Section 8.5 Allocations of Income and Loss.

(a) For Capital Account purposes, except as otherwise
provided in Section 8.6, Net Income and Net Loss of the Partnership shall be
determined and allocated as set forth in this Section 8.5, and allocations of
Net Income and Net Loss shall be deemed to be allocations of proportionate
shares of the items of income, gain, loss and deduction from which Net Income
and Net Loss are calculated.

(b) Net Income and Net Loss of the Partnership shall be
determined with respect to each fiscal month of the Partnership's existence,
and allocations of such Net Income and Net Loss with respect to each such month
shall be made annually.

(c) If the Partnership has Net Income for a taxable year,
Net Income for such taxable year shall be treated as earned in those months in
which the Partnership earned Net Income, in proportion to the Net Income earned
by the Partnership in each of such months. Net Income thus treated as earned in
particular months shall be allocated among the Unitholders in

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<PAGE> 36

the same proportions as any distributions would have been made with respect to
the fiscal quarter in which the relevant month falls if all of the Net Income
treated as earned in such fiscal quarter were distributed to the Unitholders as
provided in Sections 8.1 or 8.2, as the case may be. Although Sections 8.1 and
8.2 require distributions of cash to classes of Unitholders to be determined
with reference to prior distributions of cash, for purposes of making
allocations pursuant to the previous sentence, references in such Sections to
prior distributions of cash should be read to refer to prior allocations of Net
Income pursuant to this Section 8.5(c) with respect to prior fiscal quarters.

(d) If the Partnership has a Net Loss for a taxable year,
such Net Loss shall be treated as incurred in those fiscal months in which the
Partnership incurred a Net Loss, in proportion to the Net Loss incurred by the
Partnership in each of such months. The Net Loss treated as incurred in each
such month shall be allocated (i) first, to the Unitholders having positive
Capital Account balances so as to cause their respective Capital Account
balances to be in (or, if not possible, closer to) the same proportion to each
other as their respective Percentage Interests and then in accordance with
their respective Percentage Interests until all such positive balances have
been eliminated; and (ii) thereafter, any additional Remaining Net Loss shall
be allocated to the General Partners in respect of their GP Units. To the
extent subsequent Net Income of the Partnership does not exceed Net Loss
allocated pursuant to this Section 8.5(d), such Net Income shall be allocated
to the General Partners in respect of their GP Units until such allocated Net
Income equals Net Loss allocated to the General Partners pursuant to Section
8.5(d)(ii), thereafter to the Unitholders in the same proportions and amounts
as Net Loss was allocated pursuant to Section 8.5(c)(i). For purposes of this
Section 8.5(d), the determination of Capital Account balances shall be made
after giving effect to all distributions of cash made with respect to fiscal
quarters or years before the month in question pursuant to Sections 8.1, 8.2
and 8.3.

Section 8.6 Special Provisions Governing Capital Account Allocations.

(a) In the event that any Partner or Assignee has a
deficit Capital Account at the end of any Partnership fiscal year which is in
excess of such Partner's or Assignee's obligation (including any deemed
obligation under Treasury Regulations or Temporary Treasury Regulations), if
any, to restore an amount to the Partnership, and such excess deficit exists
following the allocations referred to in Sections 8.5(d) and (e), such Partner
or Assignee shall be allocated Net Income in proportion to such remaining
excess deficit amounts.

(b) If any Partner or Assignee unexpectedly receives any
adjustments, allocations or distributions described in Treasury Regulation
Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), Net Income or items of income and gain shall be
specially allocated to such Partner or Assignee in an amount and manner
sufficient to eliminate, to the extent required by the Treasury Regulations, a
deficit in its Capital Account (computed as provided in Treasury Regulation
Section 1.704-1(b)(2)(ii)(d)(3)) as quickly as possible. This Section 8.6(b) is
intended to constitute a "qualified income offset" within the

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<PAGE> 37

meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(3) and shall be
interpreted to comply with the requirements of such regulation. Any special
allocations of items of income or gain pursuant to this Section 8.6(b) shall be
taken into account in computing subsequent allocations of Net Income or Net
Loss so that the net amounts of any items subsequently so allocated shall, to
the extent possible, be equal to the net amounts that would have been allocated
to each Partner if such special allocations had not occurred.

(c) In the event there is a net decrease in Minimum Gain
during a Partnership taxable year, the Partners shall be allocated items of
income and gain in accordance with Treasury Regulation Section 1.704-2(f). Any
Partner's share of Minimum Gain shall be determined in accordance with Treasury
Regulation Section 1.704-2(g). This Section 8.6(c) is intended to comply with
the minimum gain chargeback requirement of Treasury Regulation Section 1.704-2
and shall be interpreted and applied in a manner consistent therewith. Any
special allocations of items of income or gain pursuant to this Section 8.6(c)
shall be taken into account in computing subsequent allocations of Net Income
or Net Loss so that the net amounts of any items subsequently so allocated and
the special allocations shall, to the extent possible, be equal to the net
amounts that would have been allocated to each Partner or Assignee if such
special allocations had not occurred.

(d) To the extent required by Treasury Regulation Section
1.704-2(i), any tax items of the Partnership that are attributable to a
non-recourse debt of the Partnership that constitutes "partner non-recourse
debt" as defined in Treasury Regulation Section 1.704-2(b)(4) shall be
allocated in accordance with the provisions of Treasury Regulation Section
1.704-2(i). This Section 8.6(d) is intended to satisfy the requirements of
Treasury Regulation Section 1.704-2(i) (including the partner nonrecourse
minimum gain chargeback requirements) and shall be interpreted and applied in a
manner consistent therewith. Any special allocations pursuant to this Section
8.6(d) shall be taken into account in computing subsequent allocations of Net
Income or Net Loss so that the net amounts of any items subsequently so
allocated and the special allocations shall, to the extent possible, be equal
to the net amounts that would have been allocated to each Partner or Assignee
if such special allocations had not occurred.

(e) The General Partners shall make special allocations
of Net Income or Net Loss or items of income, gain, loss or deduction to GP
Units as may be necessary to permit conversion of such Units to LP Units in
accordance with Section 4.1(b). For purposes of allocating income, gain, loss
or deduction to LP Units that were converted from GP Units for periods
following such conversion, the Units shall be deemed as of the effective date
of such conversion to have been allocated the same amount of income, gain, loss
and deductions and to have received the same distributions as the LP Units
outstanding prior to such conversion.

(f) If and to the extent that any Partner or Assignee is
deemed to recognize income as a result of any transaction between such Partner
or Assignee and the Partnership pursuant to Section 482, Section 483, Sections
1272-1274 or Section 7872 of the Code, or any similar provision now or
hereafter in effect, any corresponding loss or deduction of the

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<PAGE> 38

Partnership shall be allocated to the Partner or Assignee who was charged with
such income. In addition, if all or part of the deductions claimed by the
Partnership for compensation to its employees is disallowed, the income
attributable to such disallowed deductions will be specially allocated to the
General Partners, and any subsequent deductions related to such compensation
will be specially allocated to the General Partners.

(g) In addition to the other special allocations that the
General Partners may make under this Section 8.6, to preserve uniformity of
Units (subject to the priority distribution rights of certain classes of Units)
the General Partners may make special allocations of Net Income or Net Loss or
items of income, gain, loss or deduction, but only if such allocations would
not have a material adverse effect on the Unitholders (other than the General
Partners) and if they are consistent with the principles of Section 704 of the
Code.

(h) To the extent necessary that the Partnership will not
be treated as a corporation or as an association taxable as a corporation for
federal or state income tax purposes, the interests of the General Partners in
each material item of Partnership income, gain, loss, deduction or credit shall
be equal to at least 1% of each such item at all times during the existence of
the Partnership. If any General Partner receives an allocation under this
Section 8.6(h) that such General Partner would not otherwise have received,
subsequent allocations of Net Income or Net Loss shall, to the extent possible
(and subject to this Section 8.6(h)), be made so that the net amounts of Net
Income or Net Loss allocated to the Partners are the same as they would have
been had allocations not been made pursuant to this Section 8.6(h).

Section 8.7 Allocations for Tax Purposes.

(a) Except as otherwise provided in this Section 8.7, for
federal income tax purposes each item of income, gain, loss and deduction of
the Partnership shall be allocated among the Partners and Assignees in the same
proportion as items comprising Net Income or Net Loss, as the case may be, are
allocated among the Partners. Credits shall be allocated as provided in
Treasury Regulation Section 1.704-1(b)(4)(ii).

(b) In the case of Contributed Property, items of income,
gain, loss, depreciation, amortization and cost recovery deductions
attributable to such property shall be allocated among the Partners in a manner
consistent with the principles of Section 704(c) of the Code that takes into
account the variation between the Net Value of such property and its adjusted
basis, at the time of contribution, to the extent such allocation reduces
Book-Tax Disparities.

(c) In the case of Adjusted Property, items of income,
gain, loss, depreciation and cost recovery deductions attributable thereto
shall (i) first, be allocated among the Partners and Assignees in a manner
consistent with the principles of Section 704(c) of the Code to take into
account the Unrealized Gain or Unrealized Loss attributable to such property
and the allocation thereof pursuant to Section 8.5(d) or (e) to the extent such
allocation reduces

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<PAGE> 39

Book-Tax Disparities, and (ii) second, in the event such property was
originally Contributed Property, be allocated among the Partners and Assignees
in a manner consistent with Section 8.7(b).

(d) To the extent permissible under applicable Treasury
Regulations, the amount of any gain from a taxable disposition of property
allocated to (or recognized by) a Partner or Assignee (or its successor in
interest), for federal income tax purposes pursuant to the above provisions
shall be deemed to be Recapture Income to the extent such Partner or Assignee
has been allocated or has claimed any deduction directly or indirectly giving
rise to the treatment of such gain as Recapture Income.

(e) All items of income, gain, loss, deduction and credit
recognized by the Partnership for federal income tax purposes and allocated to
the Partners or Assignees in accordance with the provisions hereof shall be
determined without regard to any adjustment made pursuant to Section 743 of the
Code; provided, however, that such allocations, once made, shall, if an
election under Section 754 of the Code is in effect, be adjusted as necessary
or appropriate to take into account those adjustments permitted by Section 743
of the Code, and any adjustments made pursuant to Section 734 of the Code shall
be allocated to the extent permitted under and in accordance with the rule of
Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

(f) The General Partners shall make special allocations
of Net Income or Net Loss or items of income, gain, loss, deduction or credit
that are consistent with the principles of Section 704(c) of the Code and shall
amend the provisions of this Agreement as appropriate to reflect the proposal
or promulgation of Treasury Regulations under Subchapter K of the Code or
otherwise to cause allocations hereunder to be respected for federal income tax
purposes. The General Partners may adopt and employ such methods and procedures
for (i) the maintenance of book and tax capital accounts, (ii) the
determination and allocation of adjustments under Sections 704(c), 734 and 743
of the Code, (iii) the determination and allocation of Net Income, Net Loss,
taxable income, taxable loss and items thereof under this Agreement and
pursuant to the Code, (iv) the determination of the identities and tax
classification of Unitholders, (v) the provision of tax information and reports
to Partners and Assignees, (vi) the adoption of reasonable conventions and
methods for the valuation of assets and the determination of tax basis, (vii)
the allocation of asset values and tax basis, (viii) conventions for the
determination of cost recovery, depreciation and amortization deductions and
the maintenance of inventories, (ix) the recognition of the Transfer of Units,
and (x) compliance with other tax-related requirements, including without
limitation the use of computer software and filing and reporting procedures
similar to those employed by other publicly-traded partnerships, as they
determine are necessary and appropriate to execute the provisions of this
Agreement, to comply with federal and state tax laws, and to achieve uniformity
and fungibility of Units (subject to the priority distribution rights of Class
A Units. If the General Partners determine, based upon advice of counsel, that
no reasonable allowable convention or other method is available to preserve the
uniformity of Units (subject to the priority distribution rights of certain
classes of Units) or the General Partners so

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<PAGE> 40

elect, Units may be separately identified as distinct classes to reflect
differences in tax consequences.

(g) Unless otherwise required by the Treasury Regulations
under Section 704(c) of the Code, with respect to property owned by or
contributed to the Partnership, the General Partners shall apply the principles
of Section 704(c) of the Code in accordance with the "traditional method" under
Treasury Regulations Section 1.704-3.

Section 8.8 Monthly Allocations.

(a) Subject to applicable Treasury Regulations, the
Partnership will treat Unitholders of record at the opening of business on the
first day of a fiscal month as being the only Unitholders with respect to such
Units during such month. If any Unit is Transferred during any month, such
items attributable, under the conventions of Section 8.5, to each Unit for such
month shall be allocated to the holder of such Unit on the first day of such
month. Distributions shall be made to the Unitholders as of the applicable
Record Date as provided in Sections 8.1 and 8.2.

(b) The General Partners may revise, alter or otherwise
modify such methods of allocation (i) to the extent that they determine that
the application of such methods would result in a substantial mismatching of
the allocation of Net Income or Net Loss attributable to a period and the
distribution of cash attributable to the same period as between the Transferor
and Transferee of the Partnership Interest and/or Unit Transferred that could
be minimized by the application of an alternative tax allocation method, or
(ii) to the extent necessary to conform the Partnership's tax allocations to
the requirements of any regulations issued by the Treasury Department or
rulings of the Internal Revenue Service.

Section 8.9 Allocations Upon Dissolution.

If upon dissolution of the Partnership pursuant to Article XVII, and
after taking into account all allocations of Net Income and Net Losses (and
other tax items) under this Article VIII, distributions, if they were to be made
to Unitholders in accordance with their respective Capital Accounts, would
result in unequal distributions on their Units, then (i) gross items of income
and gain (and other tax items) for the taxable year of final distribution, and,
to the extent permitted under Section 761(c) of the Code, gross items of income
and gain (and other tax items) for the immediately preceding taxable year, shall
be allocated first to the Class A Unitholders until the Capital Account balance
allocable to each Class A Unit is equal, (ii) the same procedure shall be
followed with respect to Class B Units until the Capital Account balance
allocable to each Class B Unit is equal, and (iii) the same procedure shall be
followed with respect to Class B Units until the Capital Account balance
allocable to each Class B Unit is equal.

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ARTICLE IX

ACCOUNTING AND TAX MATTERS

Section 9.1 Books and Records.

The Partnership shall maintain complete and accurate books and records
with respect to the Partnership's business, and such books and records shall at
all times be kept at the principal office of the Partnership. The Partnership
may maintain its books and records in other than written form, if such form is
capable of conversion into written form within a reasonable time. The
classification, realization and recognition of income, gains, losses,
deductions, credits and other items for financial reporting purposes shall be
on the accrual basis in accordance with generally accepted accounting
principles.

Section 9.2 Fiscal Year.

The fiscal year of the Partnership shall be the same as its taxable
year for federal income tax purposes.

Section 9.3 Taxable Year.

The taxable year of the Partnership shall be the calendar year. The
General Partners may change the taxable year of the Partnership to another year
permitted by the Code.

Section 9.4 Preparation of Tax Returns.

The Partnership shall prepare and timely file such returns relating to
Partnership income, gains, losses, deductions and credits, as may be required
for federal, state and local income tax purposes, and within 90 days after the
close of the taxable year, the Partnership shall mail to the Limited Partners
the tax information reasonably required for their federal, state and local
income tax reporting purposes. The classification, realization and recognition
of income, gains, losses, deductions, credits and other items for federal income
tax purposes shall be on the accrual basis.

Section 9.5 Tax Elections.

(a) The General Partners may make the election under
Section 754 of the Code in accordance with applicable regulations thereunder.
In the event the General Partners make such election, the General Partners
reserve the right to seek to revoke such election upon their determination that
such revocation is in the best interests of the Unitholders.

(b) The General Partners shall determine whether to make
any other elections available under the Code or under any state's tax laws on
behalf of the Partnership.

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Section 9.6 Withholding.

The General Partners are authorized to take any action that they
determine to be necessary and appropriate to cause the Partnership to comply
with any withholding and reporting obligations imposed by law, including
pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.

Section 9.7 Tax Controversies.

PIMCO GP is the Tax Matters Partner (as defined in Section 6231 of the
Code) and is authorized to represent the Partnership in connection with all
examinations of the Partnership's affairs by tax authorities, including
resulting administrative and judicial proceedings, and to expend Partnership
funds for professional services and costs associated therewith. Each Partner
agrees to cooperate with PIMCO GP and to do or to refrain from doing any or all
things reasonably required by the PIMCO GP to conduct such proceedings.

Section 9.8 Tax Opinions.

The requirement, as a condition to any action proposed to be taken
under this Agreement, that the Partnership be furnished a Tax Opinion (i) shall
not be applicable if the Partnership is at such time treated in all material
respects as an association taxable as a corporation for federal income tax
purposes, and (ii) shall be deemed satisfied by an Opinion of Counsel containing
such conditions, limitations and qualifications as are acceptable to the General
Partners.

ARTICLE X

CONCERNING THE GENERAL PARTNERS

Section 10.1 Management of Partnership Business.

(a) The General Partners (i) shall have the exclusive
right and full power and authority to manage and control the business and
affairs of the Partnership and to take any action deemed necessary or desirable
by them in connection with the business of the Partnership, and (ii) except as
otherwise provided in this Agreement, may take any action, including without
limitation the amendment of this Agreement, without the approval of the Limited
Partners. References in this Agreement to the "General Partners" shall be
deemed to be references to the "General Partner" if there is only one General
Partner.

(b) If there is more than one General Partner, the
General Partners shall have equal rights, power and authority in the management
and control of the business and affairs of the Partnership, and each of them
shall have the rights, power and authority of the General Partners specified in
Section 10.1(a); provided, however, that any difference arising as to any

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<PAGE> 43

action connected with the business of the Partnership, other than those actions
specified in Section 10.1(c), shall be decided by General Partners holding a
majority of the outstanding GP Units.

(c) If there is more than one General Partner, the
following actions shall require the consent of all of the General Partners:

(i) the constitution of any Delegate and the
delegation to such Delegate of any of the rights and powers of the General
Partners to manage and control the business and affairs of the Partnership, and
any revision or revocation of any such constitution or delegation;

(ii) any merger or consolidation of the
Partnership with or into any other Business Entity in which the Partnership is
not the surviving entity;

(iii) any sale or transfer of all or substantially
all of the Partnership Assets;

(iv) any incurrence of Indebtedness by the
Partnership or any of its Subsidiaries except in the ordinary course of
business;

(v) initiation, consent to or acquiescence in any
Insolvency Event with respect to the Partnership;

(vi) any other action which would make it
impossible for the General Partners to carry on the ordinary business of the
Partnership;

(vii) any determination or election pursuant to
Section 17.1;

(viii) any determination, after the occurrence of an
Event of Withdrawal with respect to a General Partner, to carry on the business
of the Partnership;

(ix) any action which would cause an Assignment
Event, a Tax Realization Event or a Termination Event, or which would, prior to
the Restructuring, cause an Adverse Partnership Tax Event; or

(x) any amendment of this Article X or Article
XV or XVI.

Section 10.2 Delegation.

(a) The General Partners have the power and authority by
Written Action to constitute one or more boards or committees, and to delegate
any or all of the General Partners' rights and powers to manage and control
the business and affairs of the Partnership to one or

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<PAGE> 44

more of such boards or committees (each, a "Delegate"). Such delegation by the
General Partners shall not cause any General Partner to cease to be a general
partner of the Partnership.

(b) The General Partners may not delegate their rights
and powers with respect to any of the following actions:

(i) any determination or action pursuant to
Article XVI;

(ii) admission of any successor or additional
General Partner;

(iii) any amendment of this Agreement;

(iv) any action which would require the approval
of Partners other than the General Partners; or

(v) any action described in Section 10.1(c).

(c) Except as otherwise provided in a Written Action
constituting a Delegate and delegating rights and powers to such Delegate, such
Delegate has the power and authority to constitute and appoint one or more
committees or subcommittees of such Delegate and to provide for, prescribe the
duties of, and appoint one or more individuals as officers of the Partnership,
and to delegate to one or more of such committees or subcommittees or one or
more of such officers any or all of the rights and powers delegated to it by
the General Partners.

Section 10.3 Reimbursement of the General Partners.

(a) Each General Partner shall be reimbursed on a monthly
or such other basis as the General Partners shall determine (i) for all direct
expenses paid by it on behalf of the Partnership (including amounts paid by it
to any Person to perform services for the Partnership), (ii) for all expenses
(other than taxes) incurred by it in connection with the business and affairs
of the Partnership, and (iii) in the case of a Public General Partner, for all
expenses (other than taxes) incurred by it.

(b) The General Partners shall not receive any
compensation from the Partnership for services provided to the Partnership as
General Partners.

Section 10.4 Outside Activities.

Except as provided in a Written Action, no General Partner shall carry
on any business except in connection with or incidental to (i) the performance
of its duties as a General Partner under this Agreement, (ii) the direct or
indirect acquisition, ownership or disposition of Units and other Partnership
Interests, and (iii) its governance and existence.

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<PAGE> 45

Section 10.5 Certain Transactions.

(a) A General Partner or its Affiliate may make a loan to
the Partnership on terms that are fair to the Partnership. The Partnership
shall reimburse such General Partner or Affiliate for any costs incurred by it
in connection with the borrowing of funds obtained by such General Partner or
Affiliate and loaned to the Partnership.

(b) A General Partner or its Affiliate may render
services to the Partnership on terms that are fair to the Partnership.

(c) A General Partner or its Affiliate may sell, transfer
or convey assets or property to, or purchase Partnership Assets from, the
Partnership, or use or lease Partnership Assets, on terms that are fair to the
Partnership.

(d) Before entering into any transaction described in
this Section 10.5, the General Partners or their Delegates shall determine that
the proposed terms of such transaction are fair to the Partnership. In the
absence of bad faith on the part of the General Partners or their Delegates in
making a determination, such determination shall be conclusive and binding on
the Partners and Partnership.

Section 10.6 Conflicts of Interest.

Any conflict of interest between a General Partner or any of its
Affiliates, on the one hand, and the Partnership or any other Partner, on the
other hand, other than a transaction described in Section 10.5, shall be
resolved by the General Partners. In the absence of bad faith on the part of
the General Partners in resolving a conflict of interest, such resolution shall
be conclusive and binding on the Partnership and the Partners.

Section 10.7 Notice of Event of Withdrawal.

A General Partner which suffers an event that is, or with the passage
of a period specified in the definition of "Insolvency Event" or "Termination
Event" in Article I would become, an Event of Withdrawal, shall immediately
notify each other General Partner, or if there is no other General Partner,
each Limited Partner, of the occurrence of the event.

Section 10.8 Operating Board.

(a) As soon as practicable on or after November 15, 1994,
the General Partners shall establish an Operating Board of the Partnership
which, prior to the date which is four (4) months after the earlier of January
1, 1998, or the first Restructuring, shall consist of twelve (12) members as
follows: (i) the Chief Executive Officer from time to time of PIMCO, who shall
serve as the Chairperson of the Operating Board, (ii) six (6) managing
directors of PIMCO designated by PIMCO from time to time, (iii) three (3)
managing directors of CCI

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<PAGE> 46

designated by CCI from time to time, (iv) one (1) managing director of any
Investment Management Company other than PIMCO or CCI designated by a majority
in Total Contributed Income of all such Investment Management Companies, and
(v) the Chief Executive Officer from time to time of the Partnership. Members
of the Operating Board designated by the Investment Management Companies are
referred to as "Designated Members." Notwithstanding the provisions of Article
XIV, this subsection (a) may not be amended prior to the date which is four (4)
months after the earlier of January 1, 1998 or the first Restructuring.

(b) This Section 10.8 and the defined terms referred to
only in this Section 10.8 shall be deleted in their entirety on the date which
is four (4) months after the earlier of January 1, 1998, or the first
Restructuring, and this Agreement shall be restated to reflect such deletion.

Section 10.9 Equity Board.

(a) As soon as practicable on or after November 15, 1994,
the General Partners shall establish an Equity Board of the Partnership which,
prior to the reconstitution of the Equity Board pursuant to subsection (b)
below (which shall not occur prior to the earlier of January 1, 1998, or the
first Restructuring), shall consist of the Chairperson from time to time of the
Operating Board, the Chief Executive Officer from time to time of the
Partnership, and ten (10) persons appointed as follows: (i) two (2) persons
appointed by PIMCO Partners, (ii) three (3) persons appointed by PFAMCO, (iii)
two (2) persons appointed by a majority in interest of the Series B Preferred
shareholders of TAG Inc., and (iv) three (3) Disinterested Directors appointed
by the members of the Equity Board who are not Disinterested Directors. Prior
to the reconstitution of the Equity Board: (i) the initial terms of office of
the members of the Equity Board appointed pursuant to this subsection (a) other
than the Disinterested Directors, the Chairperson of the Operating Board and
the Chief Executive Officer of the Partnership, shall end on the last day of
the calendar year next following the date of their appointment; (ii) the
initial terms of office of the Disinterested Directors shall end on December
31, 1994, 1995 and 1996 respectively; (iii) the succeeding terms of office of
appointed members shall be one (1) year; (iv) not later than one (1) month
prior to the expiration of the terms of office of the appointed members of the
Equity Board, they shall be reappointed or their successors shall be appointed
in accordance with the preceding sentence, to take office as members of the
Equity Board upon the expiration of such terms; (v) an appointed member of the
Equity Board may be removed at any time by the party or parties which appointed
him or her; and (vi) upon the resignation, removal or death of an appointed
member of the Equity Board, his or her successor shall be appointed by the
party or parties which appointed him or her. Notwithstanding the provisions of
Article XIV , this subsection (a) may not be amended prior to the earlier of
January 1, 1998, or the first Restructuring.

(b) This Section 10.9 and the defined terms referred to
only in this Section 10.9 shall be deleted in their entirety on the earlier of
January 1, 1998, or the first Restructuring, and this Agreement shall be
restated to reflect such deletion.

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ARTICLE XI

CONCERNING THE LIMITED PARTNERS

Section 11.1 Participation in Control of Partnership Business.

A Limited Partner shall not participate in the control of the business
of the Partnership within the meaning of the Delaware Act.

Section 11.2 Reports.

(a) Not later than 90 days after the close of each fiscal
year, the Partnership shall mail to each Partner an annual report containing
financial statements of the Partnership for the fiscal year, including a
balance sheet and statements of operations, partners' equity and changes in
financial position, prepared in accordance with generally accepted accounting
principles and accompanied by the opinion of the Partnership Accountants, and
such other information as the General Partners may deem appropriate.

(b) Not later than 45 days after the close of each fiscal
quarter, except the last fiscal quarter of each fiscal year, the Partnership
shall mail to each Partner a quarterly report for the fiscal quarter containing
financial statements of the Partnership for the fiscal quarter prepared in
accordance with generally accepted accounting principles, and such other
information as the General Partners may deem appropriate.

(c) The Partnership may, in lieu of delivering an annual
or quarterly report, deliver to each Limited Partner a copy of the Form 10-K or
10-Q, as the case may be, filed by the Partnership pursuant to the Securities
Exchange Act.

Section 11.3 Access and Confidentiality.

(a) Each Partner has the right, subject to such
reasonable standards, including standards governing what information and
documents are to be furnished, at what time and location and at whose expense,
as may be established by the Partnership, to obtain from the Partnership from
time to time upon reasonable demand for any purpose reasonably related to the
Partner's interest as a Partner:

(i) True and full information regarding the
status of the business and financial condition of the Partnership;

(ii) Promptly after becoming available, a copy of
the Partnership's federal, state and local income tax returns for each year;

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(iii) A current list of the name and last known
business, residence or mailing address of each Partner;

(iv) A copy of this Agreement, the Certificate of
Limited Partnership and all amendments thereto, together with executed copies
of any written powers of attorney pursuant to which this Agreement, any
Certificate of Limited Partnership and all amendments thereto have been
executed;

(v) True and full information regarding the
amount of cash and a description and statement of the Net Value of any
Contribution made by each Partner and which each Partner has agreed to make in
the future, and the date on which each Partner became a Partner; and

(vi) Other information regarding the affairs of
the Partnership as is just and reasonable.

(b) The General Partners shall have the right to keep
confidential from the Limited Partners for such period of time as the General
Partners deem reasonable, any information which the General Partners reasonably
believe to be in the nature of trade secrets or other information the
disclosure of which the General Partners in good faith believe is not in the
best interest of the Partnership or could damage the Partnership or its
business or which the Partnership is required by law or by agreement with a
third party to keep confidential.

ARTICLE XII

ADMISSION OF PARTNERS

Section 12.1 Admission of General Partners.

(a) If a General Partner proposes to Transfer any or all
of its GP Units to an Affiliate of such General Partner pursuant to Section
6.2(a), such Affiliate shall be admitted as a General Partner without the
approval of any other Partner.

(b) Except as provided in Sections 12.1(a), 13.1(b),
13.1(c), 17.1 or 17.2, a Person shall be admitted as a General Partner only if
such admission is proposed by the General Partners and Approved by the
Unitholders.

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(c) A Person shall not be admitted as a General Partner
unless the Partnership receives (i) a Limited Liability Opinion, a Tax Opinion
and an Assignment Opinion, (ii) a copy of this Agreement amended to reflect the
admission of such Person as a General Partner, (iii) the written agreement of
such Person to carry on the business of the Partnership, and (iv) such other
documents or instruments as may be required under this Agreement and applicable
law in order to effect the admission of such Person as a General Partner.

Section 12.2 Admission of Limited Partners.

(a) A Person other than an Underwriter which is not a
Partner and which acquires one or more Certificates by Transfer from a
Unitholder other than an Underwriter shall apply to be admitted as a Limited
Partner by executing and delivering an Admission Application to the Partnership
at the time of such Transfer. Such Person shall be an Assignee and be bound by
this Agreement as an Assignee from the close of business on the Business Day on
or next following the date on which such Person delivers a properly completed
and executed Admission Application to the Partnership, to the close of business
on the Business Day on which such Person is admitted as a Limited Partner
pursuant to Section 12.2.(e).

(b) An Assignee shall have an interest in the Partnership
equivalent to that of a Limited Partner with respect to the profits and losses
of the Partnership and the right to receive distributions of Partnership
Assets. With respect to voting rights attributable to LP Units that are held by
an Assignee, the General Partners shall be deemed to be the Limited Partner
with respect thereto and shall, in exercising the voting rights in respect of
such Units on any matter, vote such Units at the written direction of such
Assignee. If no such written direction is received, such Units will not be
voted. An Assignee shall otherwise have none of the rights of a Limited
Partner.

(c) A Person other than an Underwriter which proposes to
make a Contribution in accordance with this Agreement (a "Contributor") shall
apply to be admitted as a Limited Partner by executing and delivering an
Admission Application to the Partnership.

(d) A Person which executes and delivers an Admission
Application to the Partnership pursuant to this Section 12.2 shall be admitted
as a Limited Partner only with the consent of the General Partners, which
consent may be granted or withheld in the sole and complete discretion of the
General Partners. Such consent shall be deemed to have been given, in the case
of an Assignee, at the close of business on the seventh Business Day of the
fiscal month immediately succeeding the fiscal month in which an Admission
Application properly completed and executed by such Person is received by the
Partnership, and in the case of a Contributor, at the close of business on the
Business Day immediately preceding the day on which the Contribution is to be
made, unless the General Partners have withheld their consent prior to such
time.

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(e) A Person which delivers to the Partnership a properly
completed and executed Admission Application pursuant to this Section 12.2
shall be admitted as a Limited Partner and shall become bound by this Agreement
as a Limited Partner at the close of business on the Business Day upon which
the General Partners consent to such admission.

Section 12.3 Admission of Underwriters and Their Transferees.

If the Partnership or any Partner sells any Units pursuant to an
underwritten public offering, then each underwriter ("Underwriter") shall
execute and deliver an Admission Application to the General Partners. An
Underwriter shall be admitted as a Limited Partner without the consent of the
General Partners and shall become bound by this Agreement as a Limited Partner
upon receipt of such Admission Application and payment of the consideration for
the Units being sold in such offering, and such payment shall constitute a
request by such Underwriter that the records of the Partnership reflect such
admission. Each initial Transferee of an Underwriter shall be admitted as a
Limited Partner without the consent of the General Partners and shall become
bound by this Agreement upon payment for the Units so Transferred, and such
payment shall constitute a request by such initial Transferee that the records
of the Partnership reflect its admission and the appointment and authorization
of the General Partners as its representatives for the purpose of executing
amendments or restatements of this Agreement and any certificates required to
be filed under the Delaware Law.

ARTICLE XIII

WITHDRAWAL OR REMOVAL OF PARTNERS
.

Section 13.1 Withdrawal or Removal of General Partners.

(a) A General Partner may withdraw from the Partnership
as a General Partner without the approval of any other Partner if it Transfers
all of its GP Units to an Affiliate of such General Partner as provided in
Section 6.2(a), and such Affiliate is admitted as a General Partner as provided
in Section 12.1.

(b) Except as provided in Section 13.1(a), a General
Partner shall not voluntarily withdraw from the Partnership as a General
Partner unless (i) the Partnership receives a Limited Liability Opinion, a Tax
Opinion and an Assignment Opinion and (ii) such withdrawal is approved by
Unitholders holding a majority of the outstanding Units, other than the Units
held by such General Partner and its Affiliates, voting as a single class. If
there is only one General Partner, the General Partner shall call and hold a
meeting of the Unitholders to consider the withdrawal of the General Partner.
Such meeting shall be held no sooner than 180 days after the date of such
notice, and any Unitholder may, by notice to the Partnership at least 120 days
prior to the date of the meeting, propose a successor General Partner. Any
proposed successor General Partner shall be a candidate for successor General
Partner at such meeting only if it is qualified to

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be a General Partner and has agreed in writing to carry on the business of the
Partnership. If the withdrawal is approved, but no successor General Partner is
Approved by the Unitholders on the first ballot of such meeting, a second
ballot shall be held as soon as practicable thereafter in order to consider the
approval of the candidate that received the most votes in the first ballot, and
if such candidate is not Approved by the Unitholders on the second ballot, the
General Partner shall be entitled to withdraw, and upon such withdrawal the
Partnership shall be dissolved and liquidated pursuant to Article XVII. If a
candidate is Approved by the Unitholders as successor General Partner, it shall
be admitted to the Partnership as the General Partner as provided in Section
12.1 immediately prior to the withdrawal of the Departing General Partner.

(c) A General Partner may be removed as a General Partner
by vote of Unitholders holding 80% or more of the outstanding Units, voting as
a single class. A General Partner may not be removed unless (i) the Partnership
receives a Limited Liability Opinion, a Tax Opinion and an Assignment Opinion
with respect to such removal, and (ii) if such General Partner is the sole
General Partner, a Person qualified to be General Partner, which has agreed in
writing to carry on the business of the Partnership, is Approved by the
Unitholders as successor General Partner. Such Person shall be admitted to the
Partnership as a General Partner as provided in Section 12.1 immediately prior
to the removal of the Departing General Partner.

Section 13.2 Interest of Departing General Partner.

(a) A Departing General Partner shall become a Limited
Partner, and its GP Units, if any, shall be converted into LP Units pursuant to
Section 4.1(b). At the time of such conversion, the Departing General Partner
shall pay to the Partnership an amount equal to any negative balance in its
Capital Account.

(b) If the Partnership is indebted to the Departing
General Partner at the effective date of its withdrawal or removal for funds
advanced, properties sold or services rendered to the Partnership by the
Departing General Partner, the Partnership shall, within 60 days after such
date, pay to the Departing General Partner the full amount of such
indebtedness; provided, however, that if the Departing General Partner has
withdrawn as a General Partner in violation of this Agreement, the Partnership
may offset against the amount of such indebtedness any damages resulting from
such breach.

(c) If the Departing General Partner has withdrawn or
been removed as a General Partner in accordance with Section 13.1 without
dissolution of the Partnership, the successor to the Departing General Partner,
or if there is no successor, the remaining General Partners, shall (i) assume
all outstanding obligations incurred by the Departing General Partner as a
General Partner of the Partnership, and (ii) take all such action as shall be
necessary to terminate any guarantees of the Departing General Partner and any
of its Affiliates of any obligations of the Partnership. If for whatever reason
the creditors of the Partnership will not consent to such termination of
guarantees, the successor to the Departing General Partner, or if there is no
successor, the remaining General Partners, shall indemnify the Departing
General

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Partner for any costs and expenses incurred by the Departing General Partner on
account of such guarantees pursuant to an agreement reasonably satisfactory in
form and substance to the Departing General Partner.

Section 13.3 Business to Be Carried On After Event of Withdrawal.

Upon the occurrence of an Event of Withdrawal, the business of the
Partnership shall be carried on by any remaining or newly-admitted General
Partners.

Section 13.4 No Withdrawal of Limited Partners.

A Limited Partner may not withdraw from the Partnership as a Limited
Partner; provided, however, that upon a Transfer of Units by a Limited Partner
in accordance with Section 6.3 and the admission of the Transferee as a Limited
Partner, the Transferor Limited Partner shall cease to be a Limited Partner
with respect to the Units so Transferred.

ARTICLE XIV

PARTNERSHIP MEETINGS; AMENDMENTS

Section 14.1 Partnership Meetings.

Meetings of Unitholders may be called by the General Partners or the
Liquidator or by Unitholders holding at least 10% of the outstanding Units. Any
Unitholder calling a meeting shall specify the number of Units as to which the
Unitholder is exercising the right to call a meeting, and only those Units shall
be counted for the purpose of determining whether the 10% standard of the
preceding sentence has been met. Unitholders shall call a meeting by delivering
to the Partnership one or more notices in writing stating that the signing
Unitholders wish to call a meeting and indicating the specific purposes for
which the meeting is to be called. Action at the meeting shall be limited to
those matters specified in the notice of the meeting, and no Unitholder may
propose, at such meeting, any other matter to be considered by the Unitholders.
Within 60 days after receipt of such a notice from Unitholders or within such
greater time as may be reasonably necessary for the Partnership to comply with
any statutes, rules, regulations, listing agreements or similar requirements
governing the holding of a meeting or the solicitation of proxies for use at
such a meeting, the Partnership shall send a notice of the meeting to the
Unitholders. A meeting shall be held at a reasonable time and convenient place
determined by the General Partners or the Liquidator, as the case may be, on a
date not more than 60 days after the mailing of notice of the meeting. No action
shall be taken at any meeting unless the Partnership has received a Limited
Liability Opinion, a Tax Opinion and an Assignment Opinion with respect to such
action.

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Section 14.2 Record Date.

The General Partners or the Liquidator, if any, shall set a Record Date
for the determination of the Unitholders entitled to notice of and to vote at a
meeting or adjourned meeting of Unitholders, which shall not be less than 10
days nor more than 60 days before the date of the meeting (unless such
requirement conflicts with any law, rule, regulation, guideline or requirement,
including any requirement of any National Securities Exchange on which the Units
are listed or admitted for trading or any other regulatory agency, in which case
such law, rule, regulation, guideline or requirement shall govern).

Section 14.3 Notice of Meeting.

Notice of a meeting called pursuant to Section 14.1 shall be given in
writing either personally or by mail or other means of written communication
addressed to each Unitholder of record as of the close of business on the Record
Date for the meeting at the address of such Unitholder appearing on the books of
the Transfer Agent. An affidavit or certificate of mailing of any notice in
accordance with the provisions of this Section 14.3 executed by an officer of
the Partnership, the Transfer Agent or a mailing organization shall be prima
facie evidence of the giving of notice. If any notice addressed to a Unitholder
at its address is returned to the Partnership by the United States Postal
Service marked to indicate that the United States Postal Service is unable to
deliver it, such notice and any subsequent notices shall be deemed to have been
duly given without further mailing if they are available for the Unitholder at
the principal executive office of the Partnership for a period of one year from
the date of the giving of the notice to all other Unitholders.

Section 14.4 Adjournment.

When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting and a new Record Date need not be fixed if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless such adjournment shall be for more than 60 days. At the adjourned
meeting, the Partnership may transact any business that might have been
transacted at the original meeting. If the adjournment is for more than 60 days
or if a new Record Date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given in accordance with Section 14.3.

Section 14.5 Waiver of Notice; Consent to Meeting; Approval of Minutes.

The transactions of any meeting of Unitholders, however called and
noticed, and wherever held, are as valid as though effected at a meeting duly
held after regular call and notice if a quorum is present either in person or by
proxy and if, either before or after the meeting, each of the Unitholders
entitled to vote who is not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of the meeting or an approval of
the minutes thereof. All waivers, consents and approvals shall be filed with the
Partnership records or made a part of

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the minutes of the meeting. Attendance of a Unitholder at a meeting shall
constitute a waiver of notice of the meeting, except when the Unitholder
objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened; provided, that
attendance at a meeting shall not be deemed to constitute a waiver of any right
to object to the consideration of matters required to be included in the notice
of the meeting, but not so included, if the objection is expressly made at the
meeting.

Section 14.6 Quorum and Required Vote.

(a) The presence in person or by proxy of a majority of
the Units entitled to vote shall constitute a quorum at a meeting of
Unitholders; provided, that if a separate vote by certain Unitholders or by a
class or series of Units is required by this Agreement, the presence in person
or by proxy of a majority of Units held by such Unitholders or a majority of
the outstanding Units of such class or series, present in person or by proxy
and entitled to vote, shall constitute a quorum with respect to that vote.

(b) At any meeting of the Unitholders duly called and
held in accordance with this Agreement at which a quorum is present, the
affirmative vote of the majority of Units present in person or by proxy and
entitled to vote, or such different or higher percentage as may be required by
this Agreement, shall be the act of the Unitholders; provided, that if a
separate vote of certain Unitholders or by a class or series of Units is
required by this Agreement, the affirmative vote of the majority of Units held
by such Unitholders or a majority of the outstanding Units or such class or
series, present in person or by proxy and entitled to vote, or such different
or higher percentage as may be required by this Agreement, shall be the act of
such Unitholders or such class or series

(c) The Unitholders present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Unitholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by
Unitholders holding the requisite percentage of Units specified in this
Agreement. In the absence of a quorum, any meeting of Unitholders may be
adjourned from time to time by the General Partners or upon the affirmative
vote of Unitholders holding a majority of the Units represented either in
person or by proxy and entitled to vote, but no other business may be
transacted.

Section 14.7 Conduct of Meeting.

The General Partners or the Liquidator, if any, shall have the
exclusive right and full power and authority to conduct any meeting of
Unitholders, and shall determine the Persons entitled to vote, the existence of
a quorum, the satisfaction of the requirements of this Article XIV, the conduct
of voting, the validity and effect of any proxies, and the determination of any
controversies, votes or challenges arising in connection with or during the
meeting or voting. The General Partners or the Liquidator, as the case may be,
shall designate an individual to serve as

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chairman of the meeting, and shall further designate an individual to serve as
secretary and to take the minutes of the meeting, in either case including,
without limitation, a Partner, an employee or agent of a General Partner, or an
officer of the Partnership. All minutes shall be kept with the records of the
Partnership maintained by the General Partners. The General Partners or the
Liquidator, as the case may be, may make such other regulations consistent with
applicable law and this Agreement as they may deem advisable concerning the
conduct of any meeting of the Unitholders, including regulations in regard to
the appointment of proxies, the appointment and duties of inspectors of
election, and the submission and examination of proxies and other evidence of
the right to vote.

Section 14.8 Action Without a Meeting.

(a) Any action that may be taken at a meeting of the
Unitholders may be taken without a meeting if written approvals setting forth
the action so taken are given by Unitholders holding not less than the minimum
number of Units that would be necessary to take such action at a meeting at
which all the Unitholders were present and voted. Prompt notice of the taking
of an action without a meeting shall be given to the Unitholders who have not
approved such action.

(b) If the General Partners or the Liquidator, if any,
submit an action or actions to the Partners for written approval, the General
Partners or the Liquidator, as the case may be, shall set a Record Date for the
determination of the Unitholders entitled to give or withhold written approval
of such action or actions, which shall not precede the date on which the Record
Date is determined and shall not be more than ten days after such date (unless
such requirement conflicts with any law, rule, regulation, guideline or
requirement, including any requirement of any National Securities Exchange on
which the Units are listed or admitted for trading or any other regulatory
agency, in which case such law, rule, regulation, guideline or requirement
shall govern).

(c) If any Person other than a General Partner or the
Liquidator, if any, submits an action or actions to the Partners for written
approval, the Record Date for the determination of the Unitholders entitled to
give or withhold written approval of such action or actions shall be the date
on which the first duly executed written approval setting forth the action or
actions taken or proposed to be taken is delivered to the Partnership at its
principal office by hand or by registered or certified mail, return receipt
requested (unless such requirement conflicts with any law, rule, regulation,
guideline or requirement, including any requirement of any National Securities
Exchange on which the Units are listed or admitted for trading or any other
regulatory agency, in which case such law, rule, regulation, guideline or
requirement shall govern).

(d) No written approval shall be effective unless (i)
such written approval sets forth the action or actions taken or proposed to be
taken, and is delivered to the Partnership within 90 days after the Record Date
for the determination of the Unitholders entitled to give or

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withhold written approval of such action or actions and (ii) the Partnership
receives a Limited Liability Opinion and a Tax Opinion with respect to such
action or actions.

Section 14.9 Voting and Approval Rights.

(a) Unless otherwise specified in this Agreement,
Unitholders shall have one vote for each Unit held by them.

(b) Only Unitholders who are Unitholders on the Record
Date determined pursuant to Section 14.2 shall be entitled to notice of, or to
vote at, a meeting of Unitholders. Only Unitholders who are Unitholders on the
Record Date determined pursuant to Section 14.8 shall be entitled to notice of,
or to give or withhold written approval of, any action for which written
approvals are solicited.

(c) With respect to Units that are held for a Person's
account by another Person (such as a broker, dealer, bank, trust company or
clearing corporation, or an agent of any of the foregoing), in whose name such
Units are registered, such other Person shall, in exercising any voting or
approval rights in respect of such Units on any matter, vote such Units or give
or withhold written approval with respect to such Units at the direction of the
Person on whose behalf such other Person is holding such Units, and the
Partnership shall be entitled to assume it is so acting without further
inquiry.

(d) Each Unitholder entitled to vote at a meeting of
Unitholders or to give or withhold written approval of any action may authorize
another Person to act for such Unitholder by proxy. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only so long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the Unit itself or an interest in the
Partnership generally.

Section 14.10 Amendments to Be Adopted Solely by the General Partners.

The General Partners, without the approval of any Limited
Partner, may amend any provision of this Agreement to reflect:

(i) a change in the name of the Partnership or
the location of the principal place of business of the Partnership;

(ii) the admission, substitution, withdrawal or
removal of Partners in accordance with this Agreement;

(iii) a change that the General Partners determine
is appropriate in order to qualify the Partnership as a limited partnership or
a partnership in which the Limited Partners have limited liability under the
laws of any state or to ensure that the Partnership will not be

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treated as a corporation or as an association taxable as a corporation for
federal income tax purposes;

(iv) a change that the General Partners determine:
(A) does not adversely affect the holders of any class or series of Units in
any material respect, (B) is appropriate in order to satisfy any requirement,
condition or guideline contained in any federal or state statute or any rule,
regulation, requirement, condition or guideline of any federal or state agency,
(C) is appropriate in order to facilitate the listing or trading of the Units
on or otherwise to comply with any rule, regulation, requirement, condition or
guideline of any National Securities Exchange, or (D) is necessary in order to
effect the purposes of this Agreement, or to cure or otherwise correct any
ambiguity, error or omission in any provision of this Agreement;

(v) the designations, preferences and relative
participating, optional or other special rights, powers and duties of any newly
created class or series of Units;

(vi) a change that the General Partners determine
is appropriate in connection with the creation or issuance of any class or
series of Units, other Equity Securities, or other Partnership securities; or

(vii) a change that the General Partners determine
is appropriate in connection with any action taken pursuant to Article XVI.

Section 14.11 Amendment Procedures.

(a) All amendments to this Agreement, except those
described in Section 14.10, shall be adopted as follows:

(i) Any such amendment shall be proposed by the
General Partners.

(ii) Any such amendment proposed by the General
Partners shall be effective upon its approval by Unitholders holding a majority
of the outstanding Units, voting as a single class; provided, however, that if
(A) the proposed amendment would materially and adversely affect the rights or
preferences of holders of any class or series of Units or other Partnership
Interests, it must also be approved by Unaffiliated Holders holding a majority
of the outstanding Units of such class or series, or a majority in interest of
such Partnership Interests, as the case may be; or (B) the proposed amendment
would change the percentage of Units or other Partnership Interests required to
take any action, it must also be approved by Partners holding at least the
percentage of Units or other Partnership Interests which would be changed by
the proposed amendment.

(b) The General Partners shall notify all Unitholders
upon final approval or disapproval of any amendment proposed by the General
Partners.

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ARTICLE XV

INDEMNIFICATION AND RELATED MATTERS

Section 15.1 Indemnification.

(a) The Partnership shall indemnify each Indemnitee and
hold it harmless from and against any and all losses, claims, damages,
liabilities, expenses (including legal fees and expenses), judgments, fines,
settlements and other amounts, whether joint or several (collectively
"Expenses"), arising from, based upon or incurred in connection with any and
all claims, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, in which the Indemnitee may be involved, or
threatened to be involved, as a party or otherwise, by reason of its status as
an Indemnitee (collectively "Proceedings"), if the Indemnitee acted or failed
to act in good faith and in a manner it reasonably believed to be in, or not
opposed to, the best interests of the Partnership and, with respect to any
criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. The termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that the Indemnitee acted in a manner contrary to
that specified in the preceding sentence; provided, however, that neither
Thomson nor any of its Affiliates shall be entitled to indemnification
hereunder to the extent that such Person shall be entitled to indemnity under
Section 11.2(a) of the Purchase and Option Agreement dated as of July 24, 1990
by and among Thomson, Thomson McKinnon Inc., a Delaware corporation, Thomson
McKinnon Holdings Inc., a Delaware corporation, Thomson McKinnon Securities
Inc., a Delaware corporation, Thomson McKinnon Asset Management Inc., a
Delaware corporation, Thomson McKinnon Fund Distributors Inc., a Delaware
corporation, and the Partnership.

(b) Excise taxes assessed on an Indemnitee with respect
to an employee benefit plan are Expenses, and any action or failure to act by
such Indemnitee in a manner it reasonably believed to be in, or not opposed to,
the best interests of such plan shall be conclusively deemed to be in, or not
opposed to, the best interests of the Partnership.

Section 15.2 Indemnification Agreements.

The Partnership may enter into an indemnification agreement
with any Indemnitee, which agreement may include, without limitation, some or
all of the following provisions:

(i) that such Indemnitee shall be indemnified as
provided in Section 15.1;

(ii) that if such Person is successful, on the
merits or otherwise, in any Proceeding, it shall be indemnified against all
Expenses actually and reasonably incurred by it or on its behalf in connection
with any Proceeding; that if such Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than

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all claims, issues or matters in such Proceeding, the Partnership shall
indemnify such Person against all Expenses actually and reasonably incurred by
it or on its behalf in connection with each successfully resolved claim, issue
or matter; and that, for these purposes, and without limitation, the
termination of any claim, issue or matter in such Proceeding by dismissal with
or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter;

(iii) that the Partnership shall from time to time
advance all Expenses actually and reasonably incurred by or on behalf of such
Indemnitee in connection with any Proceeding, and that each such advance shall
be made within 20 days after the receipt by the Partnership of a statement
listing Expenses incurred by such Person since the date of the last statement;

(iv) that such Indemnitee shall be presumed to be
entitled to indemnification under such agreement if such Person has properly
submitted a request for indemnification and that the Partnership shall have the
burden of proof to overcome that presumption; and

(v) that if the Person empowered or selected to
determine whether such Indemnitee is entitled to indemnification shall not have
made such determination within a stated period, such Indemnitee shall be
entitled to such indemnification, with such exceptions as may be provided in
such agreement.

Section 15.3 Indemnification Procedures.

Except as otherwise provided in any agreement for indemnification
entered into pursuant to Section 15.2:

(i) If an Indemnitee receives notice of any
Proceeding with respect to which the Indemnitee may be entitled to
indemnification under Section 15.1 or such agreement, the Indemnitee shall
promptly give notice to the Partnership of such Proceeding. To the extent that
delay in giving such notice, or failure to give such notice, materially
prejudices the Partnership, the Indemnitee shall not be entitled to
indemnification.

(ii) The Partnership shall from time to time
advance all Expenses actually and reasonably incurred by or on behalf of an
Indemnitee in connection with any Proceeding, upon receipt by the Partnership
of an undertaking by or on behalf of the Indemnitee to repay such advances if
it shall be determined that the Indemnitee is not entitled to be indemnified
under Section 15.1 or such agreement.

(iii) The Partnership may assume the defense of any
Proceeding, with counsel reasonably acceptable to the Indemnitee, by giving
notice to the Indemnitee (a "Defense Notice") of the Partnership's election to
do so. In the event that the Partnership so elects to assume the defense of a
Proceeding, the Partnership will not be liable to the Indemnitee for any

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attorney's fees or expenses incurred by the Indemnitee with respect to the
defense of such Proceeding after the date of the Indemnitee's receipt of the
Defense Notice, provided that:

(A) The Indemnitee shall continue to
have the right to employ counsel in any such Proceeding at the Indemnitee's own
expense; and

(B) If (1) the employment of counsel by
the Indemnitee has previously been authorized in writing by the Partnership, or
(2) the Partnership shall have reasonably concluded, and shall have given
notice to the Indemnitee, that there may be a conflict of interest between the
Partnership and the Indemnitee in the conduct of such defense, or (3) the
Partnership shall not, in fact, have employed counsel to assume the defense of
such Proceeding, then the fees and expenses of the Indemnitee's counsel shall
be paid by the Partnership in accordance with Section 15.1 or such agreement.

(iv) The Partnership may, without the consent of
the Indemnitee, settle any claim in any Proceeding for which it is obligated to
provide indemnification under Section 15.1 or such agreement, and, as a
condition to the Indemnitee's receipt of such indemnification, the Indemnitee
shall take all such actions required to cooperate in effecting such settlement;
provided, however, that the Partnership shall not settle any claim in any
manner that would impose any penalty or limitation on the Indemnitee without
the Indemnitee's written consent (which may not be unreasonably withheld or
delayed).

Section 15.4 Insurance.

The Partnership may purchase and maintain insurance for the benefit of
one or more Indemnitees against any Expenses incurred by them, regardless of
whether the Partnership would have the power to indemnify such Indemnitees
against such Expenses under this Agreement.

Section 15.5 Source of Payment.

Any indemnification under this Article XV shall be paid solely out of
any insurance purchased pursuant to Section 15.4, or Partnership Assets; and the
General Partners, Limited Partners and Assignees, and their Affiliates, shall
have no liability for any such indemnification.

Section 15.6 Scope of Indemnification.

The indemnification provided by Section 15.1 (i) shall be in addition
to any other rights to which an Indemnitee may be entitled under any agreement,
pursuant to any vote of the Unitholders, as a matter of law or otherwise, (ii)
shall continue as to an Indemnitee which has ceased to serve in a capacity for
which the Indemnitee is entitled to indemnification, (iii) shall inure to the
benefit of the heirs, successors, assigns, administrators and personal
representatives of the Indemnitee, and (iv) shall not be deemed to create any
right to indemnification for the benefit of any other Persons.

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Section 15.7 Effect of Amendments.

No amendment of this Agreement shall limit or otherwise adversely
affect the right of any Indemnitee to indemnification for any act, or failure to
act, which occurred prior to the adoption and effectiveness of the amendment

Section 15.8 Limitations on Liability of Indemnitees.

(a) The General Partners shall not be liable to the
Partnership or any Partner or Assignee for any action or failure to act on the
part of any Delegate or any committee, subcommittee or officer appointed by
such Delegate, so long as the General Partners appointed such Delegate in good
faith and with reasonable care. Neither a Delegate nor its members, if any,
shall be liable to the Partnership or any Partner or Assignee for any action or
failure to act on the part of any committee, subcommittee or officer appointed
by such Delegate in good faith and with reasonable care.

(b) An Indemnitee shall not be liable to the Partnership
or any Partner or Assignee for breach of fiduciary duty (including breach of
any duty of care or any duty of loyalty) to the Partnership or any Partner or
Assignee unless it is proved by clear and convincing evidence that the
Indemnitee's action or failure to act was undertaken with deliberate intent to
cause injury to the Partnership or was undertaken with reckless disregard for
the best interests of the Partnership.

(c) An Indemnitee may rely upon and shall be protected
and shall incur no liability in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, debenture or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or
parties. An Indemnitee shall not be liable to the Partnership, any Partner or
Assignee or any other Indemnitee for, and shall be protected in, acting or
refraining from acting, in good faith reliance on the provisions of this
Agreement, and the good faith exercise of any of the powers or rights granted
to an Indemnitee by this Agreement or pursuant to the delegation of power and
authority permitted by this Agreement, shall not constitute a breach of
fiduciary duty to the Partnership, any Partner or Assignee or any other
Indemnitee.

(d) An Indemnitee may consult with legal counsel,
accountants, appraisers, management consultants, investment bankers and other
consultants and advisers selected by it, and any opinion of any such Person as
to matters that such Indemnitee reasonably believes to be within such Person's
professional or expert competence shall be full and complete authorization and
protection in respect to any action taken or suffered or omitted in good faith
and in accordance with such opinion.

(e) In making a determination pursuant to this Agreement,
the General Partners or their Delegates shall take into account such factors as
they consider to be appropriate

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in the circumstances and shall have no duty or obligation to take any other
factors into account. If any such determination is to be made in "good faith,"
or under another express standard, the General Partners or their Delegates
shall act under such express standard and shall not be subject to any other or
different standards.

(f) If any transaction contemplated by this Agreement is
required to be "fair" to the Partnership, the fairness of such transaction
shall be determined in context with all similar or related transactions and
with all other transactions and relationships among the Persons involved and
their respective Affiliates.

ARTICLE XVI

RESTRUCTURING

Section 16.1 Power of General Partners to Effect a Restructuring.

(a) If at any time the General Partners determine that as
a result of (i) the enactment (or imminent enactment) of any legislation, (ii)
the publication of any temporary or final regulation by the United States
Department of the Treasury or any ruling by the Internal Revenue Service, (iii)
a judicial decision, or (iv) otherwise (including, without limitation, the
expiration of the period provided under Section 10211(c) of the Revenue Act of
1987, Pub. L. 100-203, as amended by Section 2004(f)(2) of the Technical and
Miscellaneous Revenue Act of 1988, Pub. L. 100-647, during which certain
partnerships may be exempt from the treatment applicable to "publicly traded
partnerships" under Section 7704 of the Code, but not including the General
Partners' voluntary adoption of tax accounting methods or the use of special
allocations which are not required for federal income tax purposes), there is a
substantial risk of an Adverse Partnership Tax Event or a Tax Realization
Event, then the General Partners may take any and all actions that the General
Partners deem appropriate to accomplish one or more Restructurings. Such
actions authorized pursuant to this Section 16.1(a) include, but are not
limited to:

(i) The creation of one or more Business Entities
controlled by the General Partners, Affiliates of the General Partners or
Affiliates of the Partnership.

(ii) The transfer of all or any part of the
business of the Partnership or the Partnership Assets to one or more existing
or newly-created Business Entities in exchange for interests in such Business
Entities, which interests may be subject to substantial restrictions on
transfer.

(iii) The initiation of exchange or redemption
transactions which will permit and may automatically effect, without the
consent of any Limited Partner, the exchange of some or all outstanding LP
Units for interests in one or more existing or newly-created Business

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Entities which hold, directly or indirectly, interests in all or any part of
the business of the Partnership or the Partnership Assets.

(iv) The imposition of substantial restrictions on
the transferability of some or all of the LP Units (or interests in one or more
Successor Entities) for both limited and extended periods of time, which
restrictions may provide for damages (including forfeiture) for attempted
Transfer in violation of such restrictions.

(v) Causing the Partnership and any one or more
Successor Entities to enter into agreements governing their relationships
following the Restructuring, on terms and conditions determined by the General
Partners, including without limitation agreements providing for (A) the
issuance and sale by a Successor Entity of its securities and the contribution
of the proceeds of such issuance and sale to the Partnership, in exchange for
Units or other Partnership securities; (B) the acquisition by a Successor
Entity of businesses or assets and the contribution of such businesses or
assets to the Partnership in exchange for Units; (C) the adoption by a
Successor Entity of one or more employee benefit plans involving the issuance
of its securities, the assumption by such Successor Entity of the outstanding
employee benefit plans of the Partnership, and contribution of the proceeds of
issuance and sale of securities under any employee benefit plans of such
Successor Entity to the Partnership, in exchange for Units; and (D) the
exchange of outstanding Units for securities of a Successor Entity upon request
by the holders of such Units, the registration of such securities under federal
and state securities laws in connection with a public offering, and the
concomitant listing of such securities on a National Securities Exchange.

(b) Without limiting the power and authority of the
General Partners provided in this Section 16.1 to effect one or more
Restructurings at any future time, unless the General Partners determine that
an Adverse Tax Consequence would otherwise occur prior to January 1, 1998, no
Restructuring may be effected that will, prior to November 30, 1997, (i)
restrict the transferability of LP Units held by the Public Unitholders, (ii)
cause an Adverse Partnership Tax Event, or (iii) restrict the ability of
Nonpublic Unitholders to convert LP Units into interests in a Successor Entity.
In addition, the General Partners may not, in effecting a Restructuring,
subject any Limited Partner to liability to Partnership creditors without such
Limited Partner's consent.

(c) The power and authority of the General Partners to
effect (or not to effect) one or more Restructurings (including, without
limitation, an Incorporation Restructuring as provided in Section 16.2) was a
bargained-for and material condition of the willingness of the General Partners
and their Affiliates to enter into the Partnership Agreement. The power and
authority of the General Partners to effect (or not to effect) one or more
Restructurings includes the power and authority to effect one or more
Restructurings that result in benefits to one or more Partners or their
Affiliates (including without limitation the General Partners or their
Affiliates) that are not enjoyed by all Partners, and that may result in
disadvantageous consequences to one or more Partners that are not suffered by
all Partners or their Affiliates (including without limitation the General
Partners or their Affiliates). No Limited Partner shall have any cause of

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action against, or right to receive any compensation from, the Partnership, the
General Partners or their Affiliates or any other Limited Partner or its
Affiliates, as a result of or in respect of (i) any Restructuring or the
disparate effects thereof on any one or more Partners, (ii) the failure of the
General Partners to effect any one or more Restructurings, or (iii) the General
Partners' determination to effect a particular Restructuring or Restructurings
instead of any other Restructuring or Restructurings, unless it is proved by
clear and convincing evidence that the action or failure to act of the General
Partners involved an act or omission undertaken with deliberate intent to cause
injury to the Partnership or was undertaken with reckless disregard for the
best interests of the Partnership.

Section 16.2 Incorporation Restructuring.

Without in any manner limiting or otherwise restricting the power and
authority of the General Partners to effect one or more Restructurings as
provided in Section 16.1, the General Partners are authorized to effect a
Restructuring (the "Incorporation Restructuring") as follows:

(i) If the General Partners determine to effect
an Incorporation Restructuring, they shall deliver to the Transfer Agent
written notice (the"Incorporation Notice") of the election and shall cause the
Transfer Agent to mail a copy of the Incorporation Notice to all Unitholders at
least 30 days prior to the effective date of the proposed Incorporation
Restructuring (the"Effective Date"). The Incorporation Notice also shall be
published at least once in all editions of a daily newspaper of national
circulation printed in the English language. The Incorporation Notice shall
specify the Effective Date and the number of shares of common stock
(the"Exchange Shares") that shall be issued in exchange for each surrendered
Unit by the corporation (the"Restructuring Corporation") formed or otherwise
utilized by the General Partners to effect the Incorporation Restructuring. Any
such Incorporation Notice mailed to a Unitholder at its address as reflected in
the records of the Transfer Agent shall be conclusively presumed to have been
given regardless of whether the Unitholder receives such notice.

(ii) The General Partners shall cause the
Restructuring Corporation to be formed under the laws of the State of Delaware.
The Restructuring Corporation shall take all requisite actions and effect all
requisite filings and applications so that its common stock shall be listed on
or admitted to trading on the National Securities Exchange on which the Class A
LP Units are then listed or admitted to trading, or on another National
Securities Exchange as deemed appropriate by the General Partners.

(iii) Prior to the Effective Date, the Public
Unitholders shall surrender the Certificates for all of the Units held by them,
and any Nonpublic Unitholder may surrender the Certificates for any or all of
the Units held by it, at such office or offices of the Transfer Agent for the
Class A LP Units as such Transfer Agent may specify, or as may be required by
any National Security Exchange on which the Class A LP Units are listed or
admitted to trading.

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(iv) Prior to the Effective Date, the
Restructuring Corporation shall deposit with the Transfer Agent for the Class A
LP Units certificates evidencing sufficient Exchange Shares for issuance in
exchange for (A) all Units held by the Public Unitholders, and (B) all Units
surrendered for exchange by Nonpublic Unitholders.

(v) From and after the Effective Date, (A) all
rights of the Public Unitholders under this Agreement and the Delaware Act
shall cease and terminate, (B) all rights of the Nonpublic Unitholders under
this Agreement and the Delaware Act, to the extent of the Units surrendered by
them, shall cease and terminate, (C) all Units held by Public Unitholders and
all Units surrendered by Nonpublic Unitholders shall be deemed to have been
transferred to the Restructuring Corporation on the books and records of the
Partnership, and (D) the Restructuring Corporation shall be deemed to be the
holder of all such Units from and after the Effective Date for all purposes of
this Agreement.

(vi) As soon as practicable after the Effective
Date, the Transfer Agent for the Class A LP Units shall deliver to the
Unitholders which surrendered Certificates for Units certificates evidencing
the Exchange Shares to be issued to them in exchange for such Certificates

(vii) For a period of six years following the
Effective Date, the Transfer Agent for the Class A LP Units shall continue to
hold the Exchange Shares deposited with it pursuant to clause (iv) and not
delivered in exchange for Certificates, and shall receive, hold in trust and
invest and reinvest all dividends and distributions in respect of such Exchange
Shares. Such Transfer Agent shall, from such dividends and distributions and
the income, if any, therefrom, pay all taxes payable with respect to such
dividends, distributions and income, and all costs and expenses reasonably
incurred by such Transfer Agent with respect to the receipt, holding in trust
and investment and reinvestment of such dividends, distributions and income.
All such dividends, distributions, income, costs and expenses shall be
allocated pro rata to such Exchange Shares.

(viii) At any time during the six years following
the Effective Date, any Public Unitholder which failed to surrender one or more
Certificates pursuant to clause (iii) (each, a "Heldover Certificate"), may
surrender such Certificate to the Transfer Agent for the Class A LP Units, and
upon such surrender such Transfer Agent shall deliver to such Public Unitholder
a certificate evidencing the Exchange Shares deliverable in exchange for such
Certificate plus the amount of the dividends, distributions and income, less
the amount of the costs and expenses, allocated to such Exchange Shares
pursuant to clause (vii). At the close of business on the last day of such
six-year period, such Transfer Agent shall deliver to the Restructuring
Corporation the Exchange Shares, if any, then held by such Transfer Agent,
together with the amount of the dividends, distributions and income, less the
amount of the costs and expenses, allocated to such Exchange Shares pursuant to
clause (vii).

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(ix) In connection with and as an integral part of
the Incorporation Restructuring, the General Partners shall have the power and
authority to take such actions as they deem appropriate to cause the Units to
cease, effective as of the Effective Date, to be either (A) traded on an
established securities market or (B) readily tradable on a secondary market or
the substantial equivalent thereof, as such terms are interpreted and applied
for purposes of Section 7704(b) of the Code. The General Partners shall also
have the power and authority to take any other actions they deem appropriate to
avoid the classification of the Partnership, from and after the Effective Date,
as a publicly traded partnership for purposes of Section 7704 of the Code.

(x) The General Partners shall have the power and
authority to prescribe and effectuate such procedures and rules as they deem
appropriate to implement the Incorporation Restructuring.

Section 16.3 Consent to Actions Taken in Connection with Restructuring.

Each of the Limited Partners approves, ratifies and confirms the
execution, delivery and performance by the General Partners of all documents and
instruments, and the taking of all actions and the doing of all things, deemed
appropriate or necessary by the General Partners in connection with any
Restructuring pursuant to this Article XVI, and agrees that the General Partners
are authorized to execute, deliver and perform such documents and instruments,
and to take such actions and do such things, without the approval of the Limited
Partners.

ARTICLE XVII

DISSOLUTION AND LIQUIDATION

Section 17.1 Dissolution.

The Partnership shall be dissolved and its affairs shall be wound up
upon:

(i) the expiration of its term as provided in
Section 2.5;

(ii) the written determination by the General
Partners that projected future revenues of the Partnership will be insufficient
to enable payment of projected Partnership costs and expenses or, if
sufficient, will be such that continued operation of the Partnership is not in
the best interests of the Partners;

(iii) the written election of the General Partners
to dissolve the Partnership following the occurrence of an Adverse Partnership
Tax Event;

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(iv) the written election of the General Partners
to dissolve the Partnership, which is approved by Unitholders holding a
majority of the outstanding Units held by Persons other than the General
Partners and their Affiliates, voting as a single class;

(v) the sale of all or substantially all of the
Partnership Assets, other than in connection with a Restructuring;

(vi) the written consent of all of the Partners;

(vii) the occurrence of an Event of Withdrawal,
unless (A) the remaining General Partners carry on the business of the
Partnership, or (B) within 90 days after such Event of Withdrawal, not less
than a majority in interest of the remaining Partners agree in writing to
continue the business of the Partnership and to the appointment, effective as
of the date of such Event of Withdrawal, of one or more additional General
Partners if necessary or desired, and the Partnership receives a Limited
Liability Opinion, a Tax Opinion and an Assignment Opinion with respect to such
continuation: or

(viii) entry of a decree of dissolution under the
Delaware Act.

Section 17.2 Reconstitution.

Within 180 days following an Event of Withdrawal that results in the
dissolution of the Partnership, a majority in interest of the remaining Partners
may agree in writing to reconstitute and continue the business of the
Partnership by forming a Reconstituted Partnership on the same terms as are set
forth in this Agreement and to appoint one or more general partners of the
Reconstituted Partnership; provided, however, that no such agreement shall be
effective unless the Partnership has received a Limited Liability Opinion, a Tax
Opinion and an Assignment Opinion with respect to such reconstitution and
continuance. If such an agreement is duly and timely made, all of the Limited
Partners of the Partnership shall continue as limited partners of the
Reconstituted Partnership.

Section 17.3 Liquidator; Liquidation and Distribution.

(a) Upon dissolution of the Partnership, unless the
Partnership is reconstituted pursuant to Section 17.2, the remaining General
Partners, if any, or if there is no remaining General Partner, the Former
General Partner, if any, whose withdrawal as a General Partner pursuant to
Section 13.1(b) resulted in the dissolution, or if there is no such Former
General Partner, a liquidator or liquidating committee Approved by the
Unitholders, shall be the Liquidator. The Liquidator (if not a General Partner)
shall be entitled to receive such compensation for its services as may be
Approved by the Unitholders. The Liquidator shall agree not to resign at any
time without 15 days' prior written notice and (if not a General Partner or
Former General Partner) may be removed at any time, with or without cause, by
notice of removal Approved by the Unitholders. Upon resignation or removal of
the Liquidator, a

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successor Liquidator (who shall have and succeed to all rights, powers and
duties of the original Liquidator) shall within 30 days thereafter be Approved
by the Unitholders.

(b) Upon dissolution of the Partnership and until the
filing of a Certificate of Cancellation, the Liquidator may, in the name of and
for and on behalf of the Partnership, prosecute and defend suits, whether
civil, criminal or administrative, gradually settle and close the business of
the Partnership, dispose of and convey the Partnership Assets, discharge or
make reasonable provision for all Partnership liabilities, and distribute to
the Partners any remaining Partnership Assets, all without affecting the
liability of the Limited Partners and without imposing the liability of a
general partner on the Liquidator (if not a General Partner). A reasonable time
shall be allowed for the winding up of the Partnership so as to minimize any
losses otherwise attendant upon such winding up.

(c) Upon the winding up of the Partnership, the
Partnership Assets shall be distributed in the following order of priority,
unless otherwise provided by law:

(i) to creditors of the Partnership, including
Partners and Assignees who are creditors, to the extent otherwise permitted by
law, in satisfaction of Partnership liabilities (whether by payment or the
making of reasonable provision for payment) other than liabilities for which
reasonable provision for payment has been made and liabilities for
distributions to Partners and former Partners pursuant to Section 8.1 or 8.3
with respect to fiscal quarters ending before the dissolution of the
Partnership;

(ii) to the creation of a reserve of cash or other
Partnership Assets for contingent liabilities in an amount, if any, determined
by the Liquidator;

(iii) to Partners and former Partners in
satisfaction of liabilities for distributions pursuant to Section 8.1 or 8.2
with respect to fiscal quarters ending before the dissolution of the
Partnership; and

(iv) to the Unitholders in accordance with their
respective Capital Accounts.

(d) If upon dissolution of the Partnership the Liquidator
determines that immediate liquidation of any or all of the Partnership Assets
would be impracticable or would cause undue loss to the Partners, the
Liquidator may defer for a reasonable time the liquidation of any such
Partnership Assets except those necessary to satisfy the liabilities of the
Partnership to its creditors, and may distribute to the Unitholders, in lieu of
cash, as tenants in common and in accordance with the provisions of Section
17.3(c), undivided interests in such Partnership Assets. Any such distribution
in kind shall be subject to such conditions relating to the management and
disposition of the Partnership Assets so distributed as may be determined by
the Liquidator and to any agreements governing the operation of such
Partnership Assets. The Liquidator shall determine the fair market value of any
Partnership Assets distributed in kind.

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(e) After dissolution of the Partnership, upon demand by
the Liquidator, (i) each General Partner, if any, shall contribute to the
Partnership cash in an amount equal to any negative balance in its Capital
Account, and (ii) each Former General Partner, if any, shall pay to the
Partnership cash in an amount equal to any negative balance in its Capital
Account as of the date it became a Former General Partner, less the amount of
any cash paid to the Partnership by such Former General Partner after such date
with respect to any negative balance in its Capital Account.

Section 17.4 Reports Following Termination.

Within a reasonable time following the termination of the Partnership,
the Liquidator shall deliver to each of the Partners financial statements
setting forth the assets and liabilities of the Partnership as of the date of
liquidation, the amount retained as reserves pursuant to Section 17.3(c), and
each Partner's share of the distributions made pursuant to Section 17.3(c).

ARTICLE XVIII

GENERAL PROVISIONS

Section 18.1 Addresses and Notices.

The address of each Partner for all purposes shall be the address set
forth on the books and records of the Transfer Agent (or, if there is no
Transfer Agent for a particular class or series of Units, on the books and
records of the Partnership). Any notice, demand, request or report required or
permitted to be given or made to a Partner under this Agreement shall be in
writing and shall be deemed given or made when delivered in person or when sent
to the Partner at such address by first class mail or by other means of written
communication.

Section 18.2 Titles and Captions.

All article or section titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no way
define, limit, extend or describe the scope or intent of any provisions hereof.

Section 18.3 Pronouns and Plurals.

Whenever the context may require, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa.

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Section 18.4 Further Action.

The parties shall execute and deliver all documents, provide all
information and take or refrain from taking all actions as may be necessary or
appropriate to achieve the purpose of this Agreement.

Section 18.5 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

Section 18.6 Integration.

This Agreement and the Exhibits hereto constitute the entire agreement
among the parties hereto pertaining to the subject matter hereof and supersedes
all prior agreements and understandings pertaining thereto.

Section 18.7 Creditors.

Except for the provisions of Section 8.4(e) and Section 17.3(c), none
of the provisions of this Agreement shall be for the benefit of, or shall be
enforceable by, any creditor of the Partnership.

Section 18.8 Waiver.

No failure by any party hereto to insist upon the strict performance of
any covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute a waiver of
any such breach or any other covenant, duty, agreement or condition.

Section 18.9 Counterparts.

This Agreement may be executed in counterparts, all of which together
shall constitute one agreement binding on all the parties hereto. Each party
shall become bound by this Agreement immediately upon affixing its signature
hereto or agreeing to become bound hereby, independently of the signature or
agreement to be bound of any other party.

Section 18.10 Applicable Law.

The parties agree that all of the terms and provisions of this
Agreement shall be construed under and governed by the substantive laws of the
State of Delaware, without regard to the principles of conflict of laws.

61
<PAGE> 71

Section 18.11 Invalidity of Provisions.

If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the remaining provisions of this Agreement shall
be construed and enforced so as to carry out the purpose of this Agreement.

Section 18.12 Merger.

The Partnership may merge with, or consolidate into, one or more
Delaware limited partnerships or other business entities (as defined in Section
17-211(a) of the Delaware Act), if such merger or consolidation is approved by
the General Partners and Approved by the Unitholders. In accordance with Section
17-211 of the Delaware Act (including Section 17-211(g)), an agreement of merger
or consolidation approved by the General Partners and Approved by the
Unitholders, may (i) effect any amendment to this Agreement, or (ii) effect the
adoption of a new partnership agreement for the Partnership if it is the
surviving or resulting limited partnership of the merger or consolidation. Any
amendment to this Agreement or adoption of a new partnership agreement made
pursuant to the foregoing sentence shall be effective at the effective time or
date of the merger or consolidation. The provisions of this Section 18.12 shall
not be construed to limit the accomplishment of a merger or of any of the
matters referred to herein by any other means otherwise permitted by law.

62
<PAGE> 72
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

GENERAL PARTNER

PIMCO PARTNERS

By: PIMCO PARTNERS LLC,
a California limited liability company,
General Partner

By:________________________________________
Title:_____________________________________

By: PACIFIC INVESTMENT MANAGEMENT COMPANY,
a California corporation,
General Partner

By:________________________________________
Title:_____________________________________

LIMITED PARTNERS

All Limited Partners that have been, or are
hereafter, admitted as limited partners of the
Partnership, pursuant to powers of attorney or other
authorizations recited in favor of or granted to the
General Partner

By PIMCO PARTNERS, General Partner

By: PIMCO PARTNERS LLC, a California limited
liability company, General Partner

By:________________________________________
Title:_____________________________________

By: PACIFIC INVESTMENT MANAGEMENT COMPANY, a
California corporation, General Partner

By:________________________________________
Title:_____________________________________

63
<PAGE> 73

EXHIBIT A

CERTIFICATE FOR
CLASS A LP UNITS
IN
PIMCO ADVISORS LP

<PAGE> 74

EXHIBIT B

ADMISSION APPLICATION

The undersigned hereby requests admission as a Limited Partner of PIMCO
Advisors L.P., a Delaware limited partnership (the "Partnership"), and requests
that the records of the Partnership reflect such admission.

The undersigned hereby agrees to comply with and be bound by the
Amended and Restated Agreement of Limited Partnership of the Partnership (the
"Partnership Agreement"), as the same may be amended from time.

The undersigned hereby appoints and authorizes the General Partners
from time to time of the Partnership to act as its representatives for the
purpose of executing amendments or restatements of the Partnership Agreement and
any certificates required to be filed under the Delaware Revised Uniform Limited
Partnership Act.

Executed at _______________________________________ on ______________________.
(City and State) (Date)

____________________________________
(Signature)

____________________________________
(Printed Name)

____________________________________
(Address)

____________________________________
(City, State and Zip Code)

____________________________________
(Social Security No. or TIN)

<PAGE> 1

EXHIBIT 10

AMENDED AND RESTATED
RELEASE AND INDEMNITY AGREEMENT

RELEASE AND INDEMNITY AGREEMENT (this "Agreement") dated as of November
3, 1997, by and among Oppenheimer Group, Inc., a Delaware corporation
("Opgroup"), CIBC Wood Gundy Securities Corp., a New York corporation ("CIBC"),
Oppenheimer Financial Corp., a Delaware corporation ("Opfin"), and PIMCO
Advisors L.P., a Delaware limited partnership ("PIMCO LP").

W I T N E S S E T H

WHEREAS, certain capitalized terms used herein are defined in Section 1
hereof;

WHEREAS, Opgroup, Oppenheimer Equities, Inc., a Delaware corporation and
an indirect wholly-owned subsidiary of Opgroup ("Equities"), and CIBC have
entered into a Stock Acquisition Agreement (the "CIBC Agreement"), dated as of
July 22, 1997, as amended, providing for the acquisition of all of the stock of
Oppenheimer Holdings, Inc. a Delaware corporation and an indirect wholly-owned
subsidiary of Opgroup ("Holdings"), by CIBC from Equities (the "CIBC
Acquisition");

WHEREAS, Opgroup, Opfin, PIMCO LP and PIMCO Advisors Transitory Merger
LLC ("Transitory Sub") have entered into an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of the date hereof, providing for the merger of
Transitory Sub with and into Opgroup (the "Merger");

WHEREAS, PIMCO LP, Transitory Sub, Opgroup, Opfin and each Opgroup
Subsidiary are sometimes referred to collectively herein as the "PIMCO Group",
and CIBC, Holdings, Opco and Advantage Advisers (exclusive of the business to be
transferred to Value Advisors pursuant to the terms of the Merger Agreement, and
exclusive of the Excluded Affiliates), and the Subsidiaries of Advantage
Advisers, are sometimes referred to collectively herein as the "CIBC Group".

<PAGE> 2

WHEREAS, the CIBC Group is acquiring the Brokerage Business and the
PIMCO Group is acquiring the Money Management Business, in each case from the
same sellers;

WHEREAS, it is the intention of the parties that each of the CIBC Group
and the PIMCO Group release the other from any claims of one group against the
other attributable to the operation of the Brokerage Business and the Money
Management Business, respectively, prior to the Effective Time, and to provide
for reciprocal indemnities between the PIMCO Group and the CIBC Group for claims
by third parties attributable to the business of the other prior to the
Effective Time;

NOW, THEREFORE, in consideration of the mutual promises and undertakings
contained herein, the parties agree as follows:

1. DEFINITIONS.

(a) General. For purposes of this Agreement, the following terms
shall have the meanings set forth below:

"Advantage Advisers" shall mean Advantage Advisers, Inc., a
Delaware corporation.

"Authorized Representative" shall mean the person appointed by
Opgroup prior to the Acquisition and such person's successor (if any), who shall
be appointed by the Managing Trustees.

"Brokerage Business" shall mean the businesses conducted by
Holdings, Opco and Advantage Advisers, or any of their respective Subsidiaries
(exclusive of the business to be transferred to Value Advisors pursuant to the
terms of the Merger Agreement).

"CIBC" shall have the meaning set forth in the preamble to this
Agreement.

"CIBC Acquisition" shall have the meaning set forth in the
recitals to this Agreement.

"Effective Time" shall have the meaning ascribed to such term in
the Merger Agreement.

<PAGE> 3

"Excluded Affiliates" shall have the meaning assigned to such
term in the CIBC Agreement.

"Indemnified Party" shall mean any Person which is seeking
indemnification from an Indemnifying Party pursuant to the provisions of this
Agreement.

"Indemnifying Party" shall mean any party hereto from which an
Indemnified Party is seeking indemnification pursuant to the provisions of this
Agreement.

"Indemnity Trust" shall have the meaning assigned thereto in the
Merger Agreement.

"Losses" shall mean any and all claims, losses, liabilities,
costs, penalties, fines and expenses (including reasonable expenses for
attorneys, accountants, consultants and experts), damages, obligations to third
parties, expenditures, proceedings, judgments, awards or demands (but not
including Tax Liabilities) that are imposed upon or otherwise incurred, suffered
or sustained by the relevant party and asserted by a third party.

"Merger" shall have the meaning set forth in the recitals to
this Agreement.

"Merger Agreement" shall have the meaning set forth in the
recitals to this Agreement.

"Merger Date" shall mean the date on which the Merger occurs.

"Money Management Business" means the business conducted by
Opgroup and its Subsidiaries prior to the Effective Time, exclusive of the
Brokerage Business.

"Opco" shall mean Oppenheimer & Co., Inc., a Delaware
corporation.

"Opgroup" shall have the meaning set forth in the preamble to
this Agreement.

"Opgroup Subsidiary" shall have the meaning assigned thereto in
the Merger Agreement.

"Overpayment Rate" shall mean a rate of 10% per annum.

<PAGE> 4

"Person" shall mean and include any individual, partnership,
limited liability company, joint venture, corporation, association, joint stock
company, trust, unincorporated organization or similar entity.

"PIMCO LP" shall have the meaning set forth in the preamble to
this Agreement.

"Present Value Benefit" shall have the meaning set forth in the
Merger Agreement.

"Seller Trust" shall have the meaning assigned thereto in the
CIBC Agreement.

"Subsidiary" shall have the meaning assigned thereto in the
Merger Agreement.

"PIMCO" shall have the meaning set forth in the preamble to this
Agreement.

"Tax" or "Taxes" shall mean all taxes, charges, fees, imposts,
levies or other assessments, including, without limitation, all net income,
gross receipts, capital, sales, use, gains, ad valorem, value added, transfer,
franchise, profits, inventory, goods and services, capital stock, license,
withholding, payroll, employment, social security, unemployment, disability,
excise, severance, stamp, documentary stamp, occupation, property, mortgage
recording and estimated taxes, together with any interest, penalties, or
additions thereto imposed by any governmental taxing authority (domestic or
foreign).

"Tax Liabilities" shall mean all liabilities for Taxes.

"Value Advisors" shall mean Value Fund Advisors, LLC, a Delaware
limited liability company.

(b) Other Definitional Provisions.

(1) From and after the Effective Time, the term "PIMCO
Group" shall be deemed to include Value Advisors.

(2) Any terms used but not defined in this Agreement
shall have the meanings ascribed thereto in the Merger Agreement.

<PAGE> 5

(3) The words "hereof", "herein", and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement.

(4) The terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa.

2. Releases.
--------

(a) Release by PIMCO Group. Effective at the Effective Time, each
member of the PIMCO Group hereby releases and absolutely and forever discharges
each member of the CIBC Group and their respective shareholders, directors,
officers, employees, affiliates, agents and successors, of and from any and all
claims, demands, damages, debts, liabilities, accounts, loss of profits, loss
of goodwill, obligations, costs, expenses, actions and causes of action of
every kind and nature whatsoever, whether now known or unknown, suspected or
unsuspected, choate or inchoate, existing on or arising prior to the Effective
Time, which it has, owns or holds, or at any time [may ever have, against any
member of the CIBC Group with respect to the Brokerage Business (other than
Losses arising from claims against the PIMCO Group by third parties in
connection with the Brokerage Business).

(b) Release by CIBC Group. Effective at the Effective Time, each
member of the CIBC Group hereby releases and absolutely and forever discharges
each member of the PIMCO Group and their respective shareholders, directors,
officers, employees, affiliates, agents and successors, of and from any and all
claims, demands, damages, debts, liabilities, accounts, loss of profits, loss
of goodwill, obligations, costs, expenses, actions and causes of action of
every kind and nature whatsoever, whether now known or unknown, suspected or
unsuspected, choate or inchoate, existing on or arising prior to the Effective
Time, which it has, owns or holds, or at any time may ever have, against any
member of the PIMCO Group with respect to the Money Management Business (other
than Losses arising from claims against the CIBC Group by third parties in
connection with the Money Management Business).

5
<PAGE> 6

(c) Certain Restrictions. Nothing in this Section 2 shall be
deemed a release by any party of any provisions of this Agreement or the
Transition Agreement.

3. INDEMNIFICATION.

(a) Indemnification by PIMCO LP. Except as limited by Section
3(e) hereof, PIMCO LP shall indemnify and hold harmless CIBC and its
shareholders, directors, officers, employees, affiliates, agents and successors
from and against all Losses, whether arising prior to the Effective Time or
thereafter, of any member of the CIBC Group arising from the operation of the
Money Management Business prior to the Effective Time.

(b) Indemnification by CIBC. Except as limited by Section 3(e)
hereof, CIBC shall indemnify and hold harmless PIMCO LP and its shareholders,
directors, officers, employees, affiliates, agents and successors from and
against all Losses, whether arising prior to the Effective Time or thereafter of
any member of the PIMCO Group arising from the operation of the Brokerage
Business prior to the Effective Time.

(c) Payment. If the Indemnifying Party is required to indemnify
the Indemnified Party pursuant to this Section 3, the Indemnified Party shall
submit its calculations of the amount required to be paid pursuant to this
Section 3 (which shall be net of the Present Value Benefit realized or
realizable by the Indemnified Party), showing such calculations in sufficient
detail so as to permit the Indemnifying Party to understand the calculations.
Subject to the following sentence, the Indemnifying Party shall pay to the
Indemnified Party, no later than 10 days after the Indemnifying Party receives
the Indemnified Party's calculations, the amount that the Indemnifying Party is
required to pay the Indemnified Party under this Section 3. If the Indemnifying
Party disagrees with such calculations, it must notify the Indemnified Party of
its disagreement in writing within 10 days after receiving such calculations.

(d) No Duplication. No payments pursuant to this Section 3 shall
be duplicative of (i) any payments under Article X of the Merger Agreement or
vice versa or (ii) any payments under Article VIII of the CIBC Agreement or vice
versa. To the extent that, without regard to this Section

<PAGE> 7

3(d), any Person has a right to be indemnified under both this Agreement and the
Merger Agreement (or both this Agreement and the CIBC Agreement) with respect to
any Loss, such Person's indemnification right with respect to such Loss shall be
governed exclusively by this Agreement.

(e) Tax Matters Are Not Covered Hereby. Notwithstanding anything
herein to the contrary, no release or indemnification shall be provided herein
for claims with respect to Taxes and/or Tax Liabilities, which are the subject
of that certain Tax Indemnity Agreement of even date herewith.

Any payments by PIMCO LP pursuant to this Agreement shall be
considered to have been made on behalf of, and in lieu of actual contribution of
funds to, OpGroup. Any indemnification payments by CIBC pursuant to this
Agreement shall be considered to have been made to OpGroup.

4. COOPERATION; MAINTENANCE AND RETENTION OF RECORDS. From and after the
Effective Time, the members of the PIMCO Group and the CIBC Group, respectively,
shall provide any Indemnifying Party such assistance and documents as may be
reasonably requested by such party in connection with any matter that is a
subject of this Agreement, and the requesting party shall pay any reasonable
out-of-pocket expenses incurred in connection therewith.

5. PROCEEDINGS.

(a) Notice. An Indemnified Party shall promptly notify the
Indemnifying Party in writing of any communication with respect to any pending
or threatened claim in connection with a Loss (or an issue related thereto) for
which the Indemnifying Party may be responsible (an "Indemnifiable Action"). The
Indemnified Party shall include with such notification a true, correct and
complete copy of any written communication, and an accurate and complete written
summary of any oral communication, so received by it or its affiliates. The
failure of the Indemnified Party timely to forward such notification in
accordance with the immediately preceding sentence shall not relieve the
Indemnifying Party of its obligation to pay such Loss, except to the extent that
the failure timely to forward such notification materially prejudices the
ability

<PAGE> 8

of the Indemnifying Party to contest such Loss or increases the amount of such
Loss.

(b) Defense. The Indemnifying Party shall have the right, at its
option and at its own expense, to be represented by counsel of its choice, and
to defend against, negotiate, settle or otherwise deal with (collectively,
"Defend") any Indemnifiable Action which relates to any Loss indemnified against
hereunder; provided, however, that no settlement shall be made without the prior
written consent of the Indemnified Party, which consent shall not be
unreasonably withheld, and provided further, that, if the Indemnifying Party
elects not to Defend the proceeding, the Indemnified Party may Defend same, and
the Indemnifying Party shall reimburse the Indemnified Party, quarterly, upon
presentation of invoices showing payment(s), for the Indemnified Party's actual
out-of-pocket expenses (including legal expenses) incurred in connection with
such defense. An Indemnified Party may, at its option and at its sole expense,
join in the defense of any Indemnifiable Action, even if such action is already
being defended by the Indemnifying Party.

6. PAYMENTS. Any payment required by this Agreement that is not made on
or before the date provided hereunder shall bear interest after such date at the
Overpayment Rate. All payments made pursuant to this Agreement shall be made in
immediately available funds.

7. AMENDMENT. This Agreement may be amended, modified or supplemented
only by a written agreement signed by all of the parties hereto.

8. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without reference to choice
of law principles, including matters of construction, validity and performance.

9. NOTICES. Notices, requests, permissions, waivers, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if signed by the respective persons giving them (in the case of any
corporation the signature shall be by an officer thereof) and delivered by hand
or by telecopy or on the date of

<PAGE> 9

receipt indicated on the return receipt if mailed (registered or certified,
return receipt requested, properly addressed and postage prepaid):

If to CIBC, to:

CIBC Wood Gundy Securities Corp.
425 Lexington Avenue
New York, NY 10017
Attention: General Counsel
Facsimile: (212) 856-4283

with a copy to:

Mayer, Brown & Platt
1675 Broadway
New York, NY 10019
Attention: James B. Carlson, Esq.
Facsimile: (212) 262-2792

If to PIMCO LP, to:

PIMCO Advisors L.P.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660
Attention: General Counsel
Facsimile: (714) 717-7076

with a copy to:

Latham & Watkins
650 Town Center Drive
Costa Mesa, California 92626
Attention: David C. Flattum, Esq.
Facsimile: (714) 755-8290

If to the Indemnity Trust or the Seller Trust, to:

The Indemnity Trust or Seller Trust
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Attention: Roger W. Einiger and
Robert I. Kleinberg, Esq.
Telephone: (212) 667-7300
Telecopy: (212) 945-2369

<PAGE> 10

With a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Robert Todd Lang, Esq.
Facsimile: (212) 310-8007

Such names and addresses may be changed by notice given in accordance with this
Section 9.

10. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter contained herein, and
supersedes and cancels all prior agreements, negotiations, correspondence,
undertakings and communications of the parties, oral or written, respecting such
subject matter.

11. HEADINGS; REFERENCES. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and each counterpart shall be deemed to be an original, but all of
which shall constitute one and the same original.

13. PARTIES IN INTEREST; ASSIGNMENT; SUCCESSOR. Neither this Agreement
nor any of the rights, interest or obligations hereunder shall be assigned by
any of the parties hereto without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.

14. SEVERABILITY; ENFORCEMENT. The invalidity of any portion hereof
shall not affect the validity, force or effect of the remaining portions hereof.
If it is ever held that any restriction hereunder is too broad to permit
enforcement of such restriction to its fullest extent, each party agrees that a
court of competent jurisdiction may

<PAGE> 11

enforce such restriction to the maximum extent permitted by law, and each party
hereby consents and agrees that such scope may be judicially modified
accordingly in any proceeding brought to enforce such restriction.

15. EFFECTIVE DATE. This Agreement shall become effective upon the
occurrence of the CIBC Acquisition; provided, however, that it shall terminate
and be null and void and of no force and effect with respect to the rights and
obligations of Opgroup and PIMCO LP upon any termination of the Merger
Agreement.

16. OTHER AGREEMENTS NOT AFFECTED HEREBY. Nothing contained in this
Agreement shall be deemed to enlarge, diminish, or otherwise modify, in any way,
the rights and obligations of the parties under the Merger Agreement or the CIBC
Agreement.

<PAGE> 12

IN WITNESS WHEREOF, each of the parties has caused this Agreement
to be executed on its behalf by its officers thereunto duly authorized, all as
of the day and year first written above.

OPPENHEIMER GROUP, INC.

By: [SIG]
----------------------------------------
Name:
Title:

CIBC WOOD GUNDY SECURITIES CORP.

By: [SIG]
----------------------------------------
Name:
Title:

PIMCO ADVISORS L.P.

By: [SIG]
---------------------------------------
Name:
Title:

<PAGE> 1

EXHIBIT 11

AMENDED AND RESTATED TAX INDEMNITY AGREEMENT

AMENDED AND RESTATED TAX INDEMNITY AGREEMENT (the "Agreement") dated
as of November 3, 1997 by and among Oppenheimer Group, Inc., a Delaware
corporation ("Opgroup"), CIBC Wood Gundy Securities Corp., a New York
corporation ("CIBC"), Thomson Advisory Group Inc., a Delaware corporation
("TAG") and PIMCO Advisors L.P., a Delaware limited partnership ("PIMCO LP").

WITNESSETH

WHEREAS, Opgroup, Oppenheimer Equities, Inc., a Delaware corporation
and an indirect wholly-owned subsidiary of Opgroup ("Equities"), and CIBC have
entered into a Stock Acquisition Agreement, dated as of July 22, 1997, as
amended by Amendment No. 1 to the Stock Acquisition Agreement, dated as of
November 3, 1997 (the "Acquisition Agreement"), providing for the acquisition of
all of the stock of Oppenheimer Holdings Corp., a Delaware corporation and an
indirect wholly-owned subsidiary of Opgroup ("Holdings"), by CIBC from Equities
(the "Acquisition");

WHEREAS, Opgroup, Oppenheimer Financial Corp., a Delaware
corporation and a wholly-owned subsidiary of Opgroup ("Opfin"), PIMCO LP and
PIMCO Advisors Transitory Merger LLC, a Delaware limited liability company and a
wholly-owned subsidiary of PIMCO LP ("PATM"), have entered into an Agreement and
Plan of Merger, dated as of November 4, 1997 (the "Merger Agreement"), providing
for the merger of PATM with and into Opgroup (the "Merger");

WHEREAS, it is contemplated that the Merger will occur at least one
day after the consummation of the Acquisition;

WHEREAS, the parties hereto entered into a Tax Indemnity Agreement
dated as of July 22, 1997 (the "Original Agreement") to provide for the payment
of tax liabilities and entitlement to refunds thereof, allocate responsibility
for, and cooperation in, the filing of tax returns and provide for certain other
matters relating to Taxes (as defined herein) of Opgroup and its subsidiaries;
and

WHEREAS, the parties hereto wish to amend and restate the Original
Agreement to reflect the Acquisition Agreement and the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual promises and
undertakings contained herein, the parties agree as follows:

<PAGE> 2

1. DEFINITIONS.

(a) General. For purposes of this Agreement, the following terms
shall have the meanings set forth below:

"Agreement" shall have the meaning set forth in the preamble to this
Agreement.

"Acquisition" shall have the meaning set forth in the recitals to
this Agreement.

Acquisition Agreement" shall have the meaning set forth in the
recitals to this Agreement.

"Acquisition Date" shall mean the date on which the Acquisition
occurs.

"Authorized Representative" shall mean the person or persons
appointed by Opgroup prior to the Merger to so serve hereunder and any
successor(s) who shall be appointed by the Managing Trustees.

"CIBC" shall have the meaning set forth in the preamble to this
Agreement and shall include any successor thereto.

"CIBC Post-acquisition Group" shall mean the affiliated group of
corporations, within the meaning of Section 1504(a) of the Code, which includes
CIBC from and after the Acquisition Date, and any member of such group, and
shall include the corporations (as constituted for state law purposes) which
comprised the Holdings Subgroup.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Combined Return" shall mean a consolidated, combined or unitary
income Tax Return that includes one or more members of the Opgroup Subgroup and
one or more members of the Holdings Subgroup.

"Effective Time" shall have the meaning ascribed to such term in the
Merger Agreement.

"Equities" shall have the meaning set forth in the recitals to this
Agreement.

<PAGE> 3

"Excluded Affiliate" shall have the meaning ascribed to such term in
the Acquisition Agreement.

"Excluded Liability" shall have the meaning ascribed to such term in
the Acquisition Agreement.

"Foreign Subsidiary" shall mean, with respect to any Person, (i)
each corporation, partnership, joint venture or other legal entity, in each case
organized in a jurisdiction other than the U.S. or any subdivision thereof, of
which such Person owns, either directly or indirectly, 50% or more of the stock
or other equity interests the holders of which are generally entitled to vote
for the election of the board of directors or similar governing body of such
corporation, partnership, joint venture or other legal entity and (ii) each
partnership organized in a jurisdiction other than the U.S. or any subdivision
thereof in which such Person or another Subsidiary of such Person is the general
partner or otherwise controls such partnership.

"Good Faith Estimate" shall have the meaning set forth in Section
3(e)(2).

"Governmental Authority" shall have the meaning ascribed to such
term in the Merger Agreement.

"Holdback Amount" shall have the meaning ascribed to such term in
the Acquisition Agreement.

"Holdings" shall have the meaning set forth in the recitals to this
Agreement.

"Holdings Good Faith Estimate" shall have the meaning set forth in
Section 3(e)(2).

"Holdings Tax Payment Subaccount" shall have the meaning set forth
in Section 3(e)(3)(i) hereof.

"Holdings Subgroup" shall mean each member of the Opgroup
Consolidated Group that would have been a member of an "affiliated group" within
the meaning of Section 1504(a) of the Code, of which Holdings was the common
parent, if (i) before the Acquisition Date, no corporation owned stock of
Holdings that met the requirements of Section 1504(a)(2) of the Code, and (ii)
Holdings had no direct or

<PAGE> 4

indirect subsidiaries that were not its direct or indirect subsidiaries as of
the date of the Acquisition Agreement.

"Holdings Subgroup Tax Amount" shall have the meaning set forth in
Section 3(d)(1) hereof.

"Indemnification Amount" shall have the meaning set forth in Section
4(c) hereof.

"Indemnified Party" shall mean any Person which is seeking
indemnification from an Indemnifying Party pursuant to the provisions of this
Agreement.

"Indemnifying Party" shall mean any party hereto from which an
Indemnified Party is seeking indemnification pursuant to the provisions of this
Agreement.

"Indemnity Trust" shall have the meaning ascribed to such term in
the Merger Agreement.

"Independent Accounting Firm" shall mean a nationally recognized
independent accounting firm, jointly selected by the Managing Trustees and OGI
and/or CIBC; or, if the parties cannot agree on such accounting firm, the
accounting firm selected as follows: the Managing Trustees and OGI and/or CIBC
shall submit the name of a nationally recognized independent accounting firm
that has not provided, in the two years prior to the date the name of such firm
is submitted for selection pursuant to the terms hereof, professional
Tax-related services worth more than $100,000 to any of Opgroup, PIMCO LP, CIBC
or their respective affiliates, and the "Independent Accounting Firm" shall mean
the firm selected by lot from these two or three firms.

"Losses" shall mean any and all claims, losses, liabilities, costs,
penalties, fines and expenses (including reasonable expenses for attorneys,
accountants, consultants and experts), damages, obligations to third parties
(including for the payment of Taxes), expenditures, proceedings, judgments,
awards or demands that are imposed upon or otherwise incurred, suffered or
sustained by the relevant party.

"Managing Trustees" shall mean the trustees of the Seller Trust and
the Indemnity Trust.

<PAGE> 5

"Merger" shall have the meaning set forth in the recitals to this
Agreement.

"Merger Agreement" shall have the meaning set forth in the recitals
to this Agreement.

"Merger Date" shall mean the date on which the Merger occurs.

"OGI" shall mean Opgroup after the Merger and shall include any
successor thereto.

"OGI Post-Merger Group" shall mean the affiliated group of
corporations, within the meaning of Section 1504(a) of the Code, of which OGI is
the common parent from and after the Effective Time, and any member of such
group, and shall include the corporations which comprised the Opgroup Subgroup.

"OGI Post-Merger Tax Amount" shall have the meaning set forth in
Section 3(b)(3) hereof.

"Opcap" shall mean Oppenheimer Capital, a Delaware partnership.

"Opcap LP" shall mean Oppenheimer Capital, L.P., a Delaware limited
partnership.

"0pfin" shall have the meaning set forth in the recitals to this
Agreement.

"Opgroup" shall have the meaning set forth in the preamble to this
Agreement.

"Opgroup Consolidated Group" shall mean the affiliated group of
corporations, within the meaning of Section 1504(a) of the Code, of which
Opgroup is the common parent, and any member of such group.

"Opgroup Good Faith Estimate" shall have the meaning set forth in
Section 3(e)(2).

"Opgroup Subgroup" shall mean Opgroup, Opfin, Equities and Value
Advisors and each other member of the Opgroup Consolidated Group that is not a
member of the Holdings Subgroup.

<PAGE> 6

"Opgroup Subgroup Tax Amount" shall have the meaning set forth in
Section 3(d)(2) hereof.

"Opgroup Tax Payment Subaccount" shall have the meaning set forth in
Section 3(e)(3)(ii) hereof.

"Overpayment Rate" shall mean the annual rate of interest specified
in Section 6621(a)(1) of the Code (or similar provision of state, local or
foreign tax law, as applicable) for overpayments of Tax.

"Person" shall mean and include any individual, partnership, joint
venture, corporation, association, joint stock company, trust, unincorporated
organization or similar entity.

"PIMCO LP" shall have the meaning set forth in the preamble to this
Agreement and shall include any successor thereto.

"Post-Acquisition Taxable Period" shall mean a taxable period that,
to the extent it relates to a member of the Holdings Subgroup, begins after the
Acquisition Date.

"Post-Merger Taxable Period" shall mean a taxable period that, to
the extent it relates to a member of the Opgroup Subgroup, begins after the
Merger Date.

"Pre-Acquisition Taxable Period" shall mean a taxable period that,
to the extent it relates to a member of the Holdings Subgroup, ends on or before
the Acquisition Date.

"Pre-Merger Taxable Period" shall mean a taxable period that, to the
extent it relates to a member of the Opgroup Subgroup, ends on or before the
Merger Date.

"Present Value Benefit" shall mean the present value (based on a
discount rate equal to the short-term applicable federal rate as determined
under Section 1274(d) of the Code at the time of determination, and assuming
that the Indemnified Party will be liable for Taxes at all relevant times at the
maximum marginal rates) of any income tax benefit; provided, however, that the
tax rates applicable to a partnership shall be deemed to be those applicable to
a Subchapter C corporation. For this purpose, an income tax benefit shall
include depreciation and amortization deductions attributable to an increase in
tax basis as well as a tax deduction (to the extent available

<PAGE> 7

for a prior or subsequent taxable year), whether or not such benefit results in
an actual receipt of a Refund.

"Proceeding" shall mean any audit or other examination, or any
judicial or administrative proceeding, relating to liability for or refunds or
adjustments with respect to Taxes.

"Refund" shall mean any reduction in liability for Taxes, including
by means of a credit, offset or otherwise against a current Tax Liability or one
that is agreed to or conceded by a taxpayer in a Proceeding or by means of a
refund of a prior Tax Liability.

"Represented Party" shall have the meaning set forth in Section 8(d)
hereof.

"Section 338(h)(10) Elections" shall have the meaning ascribed to
such term in the Acquisition Agreement.

"Section 381 Attribute" shall have the meaning set forth in Section
3(b)(3)(i) hereof.

"Seller Trust" shall have the meaning ascribed to such term in the
Acquisition Agreement.

"Straddle Period" shall mean a taxable period that, to the extent it
relates to a member of the Holdings Subgroup, includes, but does not end on, the
Acquisition Date and, to the extent it relates to a member of the Opgroup
Subgroup, includes, but does not end on, the Merger Date.

"Surviving Corporation" shall have the meaning ascribed to such term
in the Merger Agreement.

<PAGE> 8

"Tax Allocation Agreement" shall mean the Second Amended and
Restated Federal Income Tax Allocation Agreement, dated June 10, 1988, by and
among Opgroup and the corporations listed on Exhibit A thereto, as amended.

"Tax Liabilities" shall mean all liabilities for Taxes.

"Tax Payment Account" shall mean the bank account established
pursuant to Section 2.3 of the Acquisition Agreement.

"Tax Payment Deposit Amount" shall have the meaning set forth in
Section 3(e)(2).

"Tax Payment Subaccount" shall mean the Holdings Tax Payment
Subaccount, the Opgroup Tax Payment Subaccount, or both of them, as the context
requires.

"Tax Return" shall mean all reports and returns required to be filed
with respect to Taxes.

"Tentative Calculations" shall have the meaning set forth in Section
3(e)(1).

"Tower A Associates" shall have the meaning ascribed to such term in
the Acquisition Agreement.

"U.S." shall mean the United States of America.

"Value Advisors" shall mean Value Advisors LLC, a Delaware limited
liability company.

(b) Other Definitional Provisions.

(1) Any terms used but not defined in this Agreement shall
have the meanings ascribed thereto in the Merger Agreement and/or the
Acquisition Agreement.

(2) The words "hereof", "herein", and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement.

<PAGE> 9

(3) The terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa.

2. CERTAIN OPERATING CONVENTIONS AND PROCEDURES.

(a) Termination of Taxable Years. For U.S. federal income Tax
purposes, (i) the taxable year of each member of the Holdings Subgroup shall end
as of the close of the Acquisition Date, but (ii) the taxable year of each
member of the Opgroup Subgroup shall not end as of the close of the Merger Date.

(b) Allocation of Straddle Period Tax Liability and Procedures. The
allocation of any Tax Liability between the portion of any Straddle Period
ending on the Acquisition Date or the Merger Date, as the case may be, and the
portion of such Straddle Period after such date shall be made by means of a
closing of the books and records of the members of the Holdings Subgroup as of
the close of the Acquisition Date and/or the Opgroup Subgroup as of the close of
the Merger Date, as the case may be, in each case as if a taxable period ended
as of the close of such date; provided, however, that exemptions, allowances or
deductions that are calculated on an annual basis (including, but not limited
to, depreciation and amortization deductions) shall be allocated between the
period ending on such date and the period after such date in the proportion
which the number of days in each such period bears to the total number of days
in the Straddle Period.

(1) CIBC and the Authorized Representative shall take all
actions necessary to allocate items of income, gain, loss, deduction and credit
of any partnership or "flowthrough" entity, in which any member of the Holdings
Subgroup owns an equity interest immediately after the Acquisition for the
taxable period that includes the Acquisition Date, between the Holdings Subgroup
and the CIBC Post-Acquisition Group as if the taxable period of such flowthrough
entities ended as of the close of the Acquisition Date. As promptly as possible
after the end of the fiscal quarter during which the Acquisition occurs, CIBC
shall cause any such partnership or flowthrough entity to deliver to the
Authorized Representative a pro forma Schedule K-1 showing the allocable shares
of partnership items attributable to the equity interests held by any members of
the Holdings Subgroup for the portion of the taxable period ended as of the
close of the Acquisition Date. The Authorized Representative shall have the
right to review and approve such Schedules K-1 (and any amendments thereto),
which approval shall not unreasonably be withheld.

<PAGE> 10

(2) OGI and the Authorized Representative shall take all
actions necessary to allocate items of income, gain, loss, deduction and credit
of Opcap and Opcap LP (and any other partnership or "flowthrough" entity in
which any member of the Opgroup Subgroup owns an equity interest immediately
prior to the Merger) for the taxable period that includes the Merger Date
between the Opgroup Subgroup and the OGI Post-Merger Group as if the taxable
period of such flowthrough entities ended as of the close of the Merger Date. As
promptly as possible after the end of the fiscal quarter during which the Merger
occurs, OGI shall cause both Opcap and Opcap LP (and any other such partnership
or flowthrough entity) to deliver to the Authorized Representative a pro forma
Schedule K-1 showing the allowable shares of partnership items attributable to
the equity interests held by any members of the Opgroup Subgroup for the portion
of the taxable period ended as of the close of the Merger Date. The Authorized
Representative shall have the right to review and approve such Schedules K-1
(and any amendments thereto), which approval shall not unreasonably be withheld.

(d) The Authorized Representative.

(1) Prior to the Acquisition Date, Opgroup shall appoint one or
more individuals to serve as the Authorized Representative hereunder. Each of
the parties hereto shall take all actions necessary (including, without
limitation, those set forth in Section 8(d) hereof) to provide the Authorized
Representative with the requisite authority to carry out each of its prescribed
functions hereunder.

(2) CIBC and PIMCO LP shall each permit the Authorized
Representative, if otherwise serving as an employee of it or of one of its
affiliates, to serve as the Authorized Representative hereunder and to utilize
the services of those individuals otherwise reporting to the Authorized
Representative. In addition, the Authorized Representative shall be authorized
to retain the services of such outside accountants and/or attorneys to assist in
the preparation of the requisite Tax Returns and in the handling of any Tax
Proceedings and, except or otherwise provided in Section 8 hereof, to pay
reasonable fees and other charges for such services.

3. FILING OF TAX RETURNS; PAYMENT OF TAXES.

(a) Tax Returns Required to Be Filed Prior to Acquisition Date.
Opgroup shall prepare and file or cause to be filed all Tax Returns of Opgroup,
any member of the Opgroup Consolidated Group and any Foreign Subsidiary of any
member of the Opgroup Consolidated Group required to be filed (after giving
effect to any valid extension of time in which to make such filings) prior to
the Acquisition Date

<PAGE> 11

and shall pay or cause to be paid all Taxes shown to be due and payable on such
Tax Returns.

(b) Tax Returns for Pre-Acquisition and/or Pre-Merger Taxable
Periods, Combined Returns.

(1) Subject to the joint participation requirements of Section
3(b)(3) hereof, the Authorized Representative shall prepare or cause to be
prepared, for Pre-Acquisition Taxable Periods and for Pre-Merger Taxable
Periods, (A) all required Combined Returns, (B) all other required consolidated,
combined or unitary Tax Returns that include one or more members of the Opgroup
Consolidated Group and (C) all other Tax Returns required to be filed on a
separate return basis by any member of the Opgroup Consolidated Group or any
Foreign Subsidiary thereof, in each case, which Tax Returns are not required to
be (after giving effect to any valid extensions), and are not, filed on or prior
to the Acquisition Date or the Merger Date, as the case may be. The books and
records of Opgroup and each of its Subsidiaries will be maintained, and the
federal, state and other income Tax Returns of each such corporation will be
filed, so as to properly reflect the operations of each such corporation through
the end of the Acquisition Date and/or the Merger Date.

(2) Subject to the joint participation requirements of Section
3(b)(3) hereof, the Authorized Representative shall prepare or cause to be
prepared all required Combined Returns which cover a Straddle Period. The books
and records of Opgroup and each of its Subsidiaries will be maintained, and the
federal, state and other income Tax Returns of each such corporation will be
filed, so as to properly reflect the operations of each such corporation through
the end of the relevant Straddle Period.

(3) (i) To the extent any Pre-Acquisition Taxable Period or
Pre-Merger Taxable Period is included on a Combined Return that is required to
be filed after the Acquisition Date and whether or not such Combined Return
covers a taxable period that is a Straddle Period, the Authorized Representative
shall permit each of CIBC and OGI, if it elects to do so, to jointly participate
with the Authorized Representative in the preparation of such Combined Return.
To the extent any Tax Return for a Pre-Acquisition Taxable Period or Pre-Merger
Taxable Period that is not a Combined Return is required to be filed after the
Acquisition Date (A) by Holdings and/or any member of the Holdings Subgroup, the
Authorized Representative shall permit CIBC, if it so elects to do so or (B) by
Opgroup and/or any member of the Opgroup Subgroup, the Authorized Representative
shall permit OGI, if it elects to do so, to jointly participate with the
Authorized Representative in the preparation of such

<PAGE> 12

Tax Return. Such joint participation shall be conducted in good faith and shall
include, but not be limited to, participation by CIBC and/or OGI, as the case
may be, in all material aspects of the Tax Return preparation; provided,
however, that CIBC or OGI, as the case may be, shall have primary responsibility
for that portion of any Tax Return that covers the post-Acquisition or
post-Merger portion of any Straddle Period except that, if an item reported on
the post-Merger portion of a Combined Return for a Straddle Period would have
been reported on a Tax Return of a member of the Holdings Subgroup, had such
member remained a member of the Opgroup Consolidated Group, but is instead
reported by a member of the OGI Post-Merger Group by reason of Section 381 of
the Code or similar provisions of state or local law (a "Section 381
attribute"), CIBC shall have primary responsibility for the preparation of that
portion of such Tax Return with respect to such item; and provided further,
however, that the Authorized Representative shall have responsibility for
overall coordination of such joint participation process. In each case, CIBC
and/or OGI also shall be provided with a copy of each such Tax Return at least
20 days before the due date for its filing. OGI shall also be provided
concurrently with each Combined Return a statement setting forth in reasonable
detail a calculation of the portion, if any, of the Taxes shown to be due on
such Combined Return which is attributable to any member of the OGI Post-Merger
Group after the Merger Date pursuant to Section 2(b) hereof (the "OGI
Post-Merger Tax Amount").

(ii) Each of CIBC and OGI shall have the right to
consult with the Authorized Representative regarding any calculations or
positions taken on the Tax Returns of which they were entitled to participate in
the preparation and, irrespective of whether such joint participation was
elected, to review and approve (such approval not to be unreasonably withheld)
each such Tax Return for 10 business days following its receipt thereof;
provided, however, that, except as provided in subsection (iii) below, CIBC or
OGI shall be deemed to have unreasonably withheld its approval of such Tax
Return unless, as the basis for withholding such approval, the position deals
with an issue arising solely in the post-Acquisition or post-Merger portion of
any Straddle Period included on a Combined Return (in which event, assuming the
existence of a reasonable basis (within the meaning of Section 6662 of the Code)
therefor, CIBC or OGI, as the case may be, may control the decision as to the
appropriate position with respect thereto) or CIBC or OGI demonstrates, by
providing to the Authorized Representative an opinion of counsel reasonably
acceptable to the Authorized Representative or of a "Big Six" accounting firm to
such effect, that substantial authority (within the meaning of Section 6662 of
the Code) does not exist for a position taken on such Tax Return. The failure of
CIBC or OGI to propose any changes to any such Tax Return within such 10
business day period shall be deemed to constitute CIBC's or OGI's approval
thereof.

<PAGE> 13

(iii) If, however, CIBC and/or OGI propose that the
Authorized Representative change a proposed position on a Combined Return or
another Tax Return that reflects a Tax Liability of at least $100,000, in each
case that is required to be filed after the Acquisition Date, and the Authorized
Representative cannot demonstrate, by providing to CIBC and/or OGI, as the case
may be, an opinion of counsel reasonably acceptable to CIBC and/or OGI, as the
case may be, or of a "Big Six" accounting firm to such effect, that the
Authorized Representative's proposed position is more likely than not to be
sustained if challenged by the relevant Governmental Authority, if the
Authorized Representative does not change such Tax Return to reflect such
proposed change, and if the issue does not involve a matter which otherwise is
an Excluded Liability, an amount of cash shall be retained in the Tax Payment
Account equal to the amount by which the Tax Liability with respect to all such
Tax Returns, if prepared in a manner that reflected such proposed changes on all
such Tax Returns, would have exceeded by more than $1 million, in the aggregate,
the liability reflected on such Tax Returns as finally filed by the Authorized
Representative. Such amounts shall be distributed from time to time to the
Seller Trust after the expiration of the statute of limitations for the taxable
periods with respect to which the Tax Returns giving rise to the retention of
such amounts relate.

(iv) Subject to Section 3(e) hereof, the Authorized
Representative shall (A) file or cause to be filed all Tax Returns to which this
Section 3(b) applies and (B) shall pay or cause to be paid from the Tax Payment
Account all Taxes shown on such Tax Returns to be due and payable, including the
portion of such Taxes attributable to the OGI Post-Merger Tax Amount (which
amount shall be timely deposited into the Tax Payment Account by OGI).

(1) CIBC shall be responsible for (i) preparing and filing or
causing to be prepared and filed all Tax Returns required to be filed by any
member of the Holdings Subgroup or any Foreign Subsidiary thereof for any
Post-Acquisition Taxable Period and (ii) paying any Tax Liability due with
respect to such Tax Returns.

(2) OGI shall be responsible for (i) preparing and filing or
causing to be prepared and filed all Tax Returns required to be filed by any
member of the Opgroup, Subgroup or any Foreign Subsidiary thereof for any
Post-Merger Taxable Period and (ii) paying any Tax Liability due with respect to
such Tax Returns.

<PAGE> 14

(d) Non-Combined Tax Returns for Straddle Periods.

(1) The Authorized Representative shall prepare, and CIBC
shall file or cause to be filed (except to the extent provided in Section
3(d)(1)(i) below, in the form and manner so prepared by the Authorized
Representative), all Tax Returns (other than a Combined Return) of or which
include any member of the Holdings Subgroup or any Foreign Subsidiary thereof
for a Straddle Period. The Authorized Representative shall provide CIBC with
each such Tax Return at least 20 days prior to the due date for filing thereof,
together with a statement setting forth in reasonable detail a calculation of
the portion of the Taxes shown to be due on such Tax Return which is allocable
to the Holdings Subgroup through the Acquisition Date pursuant to Section 2(b)
hereof (the "Holdings Subgroup Tax Amount").

(i) CIBC shall have the right to review and approve
(which approval shall not be unreasonably withheld) each such Tax Return for 10
days following receipt thereof; provided, however, that CIBC shall be deemed to
have unreasonably withheld its approval of such Tax Return unless, as the basis
for withholding such approval, the position deals with an issue arising solely
in the post-Acquisition portion of the Straddle Period (in which event, assuming
the existence of a reasonable basis (within the meaning of Section 6662 of the
Code) therefor, CIBC may control the decision as to the appropriate position
with respect thereto) or CIBC demonstrates, by providing to the Authorized
Representative an opinion of counsel reasonably acceptable to the Authorized
Representative or of a "Big Six" accounting firm to such effect, that
substantial authority (within the meaning of Section 6662 of the Code) does not
exist for a position taken on such Tax Return. The failure of CIBC to propose
any changes to any such Tax Return within such 10-day period shall be deemed to
constitute CIBC's approval thereof. CIBC and the Authorized Representative shall
attempt in good faith mutually to resolve any disagreements regarding such Tax
Returns prior to the due date for filing thereof; provided, however, that the
failure to resolve all disagreements prior to such date shall not relieve CIBC
of its obligation to file (or cause to be filed) any such Tax Return in the form
and manner in which it was prepared by the Authorized Representative. Any
disagreements regarding such Tax Returns which are not resolved prior to the
filing thereof shall be promptly resolved pursuant to Section 7 hereof.

(ii) CIBC shall pay or cause to be paid the Tax
Liability due with respect to any Straddle Period Tax Return of a member of the
Holdings Subgroup; provided, however, that, no later than 5 business days prior
to the due date for filing any such Tax Return (taking into account extensions),
the Authorized

<PAGE> 15

Representative, subject to Section 3(e) hereof, shall cause a check to be drawn
on the Tax Payment Account to the extent of the Holdings Subgroup Tax Amount.

(2) The Authorized Representative shall prepare, and OGI shall
file or cause to be filed (except to the extent provided in Section 3(d)(2)(i)
below, in the form and manner so prepared by the Authorized Representative), all
Tax Returns (other than a Combined Return) of or which include any member of the
Opgroup Subgroup or any Foreign Subsidiary thereof for a Straddle Period. The
Authorized Representative shall provide OGI with each such Tax Return at least
20 days prior to the due date for filing thereof, together with a statement
setting forth in reasonable detail a calculation of the portion of the Taxes
shown to be due on such Tax Return which is allocable to Opgroup Subgroup
through the Merger Date pursuant to Section 2(b) hereof (the "Opgroup Subgroup
Tax Amount").

(i) OGI shall have the right to review and approve
(which approval shall not be unreasonably withheld) each such Tax Return for 10
days following receipt thereof; provided, however, that OGI shall be deemed to
have unreasonably withheld its approval of such Tax Return unless, as the basis
for withholding such approval, the position deals with an issue arising solely
in the post-Merger portion of the Straddle Period (in which event, assuming the
existence of a reasonable basis (within the meaning of Section 6662 of the Code)
therefor, OGI may control the decision as to the appropriate position with
respect thereto) or OGI demonstrates, by providing to the Authorized
Representative an opinion of counsel reasonably acceptable to the Authorized
Representative or of a "Big Six" accounting firm to such effect, that
substantial authority (within the meaning of Section 6662 of the Code) does not
exist for a position taken on such Tax Return. The failure of OGI to propose any
changes to any such Tax Return within such 10-day period shall be deemed to
constitute OGI's approval thereof. OGI and the Authorized Representative shall
attempt in good faith mutually to resolve any disagreements regarding such Tax
Returns prior to the due date for filing thereof; provided, however, that the
failure to resolve all disagreements prior to such date shall not relieve OGI of
its obligation to file (or cause to be filed) any such Tax Return in the form
and manner in which it was prepared by the Authorized Representative. Any
disagreements regarding such Tax Returns which are not resolved prior to the
filing thereof shall be promptly resolved pursuant to Section 7 hereof.

(ii) OGI shall pay or cause to be paid the Tax Liability
due with respect to any Straddle Period Tax Return of a member of the Opgroup
Subgroup; provided, however, that, no later than 5 business days prior to the
due date for filing any such Tax Return (taking into account extensions), the
Authorized

<PAGE> 16

Payment Subaccount shall be equal to Holdings Good Faith Estimate multiplied by
105%.

(ii) The "Opgroup Tax Payment Subaccount" shall be
established in favor of OGI and the Seller Trust. The amount of the Opgroup Tax
Payment Subaccount shall be equal to the Opgroup Good Faith Estimate multiplied
by 105%.

(4) Subject to Section 3(e)(6) hereof, amounts in the
respective Tax Payment Subaccounts shall be free from the claims of CIBC (in the
case of the Opgroup Tax Payment Subaccount) and OGI (in the case of the Holdings
Tax Payment Subaccount) and shall be held for the purposes set forth in this
Section 3(e) and Section 2.3 of the Acquisition Agreement.

(5) Except with respect to an Excluded Liability, CIBC shall
have the authority to make payments from the Holdings Subaccount to Governmental
Authorities on behalf of the Holdings Subgroup and OGI shall have authority to
make payments from the Opgroup Subaccount to Governmental Authorities on behalf
of the Opgroup Subgroup, after one day's notice to the Authorized
Representative, if CIBC or OGI, as the case may be, reasonably believes that
such payment is required to avoid incurring interest, penalties or other
additional Tax Liabilities with respect to any taxable period of the Opgroup
Consolidated Group that includes the Acquisition Date or any taxable period
ending before the Acquisition Date for which Tax Returns are not filed until
after the Acquisition Date.

(6) Notwithstanding anything in Section 3(e)(4) hereof or
Section 2.3(b) of the Acquisition Agreement to the contrary, after (i) filing of
all Tax Returns that the Authorized Representative believes are required to be
filed with respect to such Tax Payment Subaccount (with the good faith
concurrence of OGI or CIBC, as the case may be), (ii) payment of Taxes with
respect to which amounts in the Tax Payment Subaccount were deposited and (iii)
the payment pursuant to the proviso in Section 2.3(b) of the Acquisition
Agreement, amounts remaining in a Tax Payment Subaccount shall be transferred
(x) by CIBC, with respect to any amounts remaining in the Holdings Tax Payment
Subaccount, to the Opgroup Tax Payment Subaccount, or (y) by OGI, with respect
to any amounts remaining in the Opgroup Tax Payment Subaccount, to the Holdings
Tax Payment Subaccount; provided, however, that, if any amounts have been
released pursuant to this Section 3(e)(6) to a Tax Payment Subaccount, any
amounts remaining in the recipient Tax Payment Subaccount shall be distributed
directly to the Seller Trust after the filing of all Tax Returns that the
Authorized Representative believes are required to be filed with respect to such
Tax

<PAGE> 17

Payment Subaccount (with the good faith concurrence of OGI or CIBC, as the case
may be), the payment of Taxes with respect to which amounts were allocated to
such Tax Payment Subaccount and the making of the payment described in clause
(iii) above in this Section 3(e)(6); and provided further, however, that, after
the filing of all federal, state and local income and franchise Tax Returns and
other material Tax Returns, CIBC and OGI may jointly authorize interim partial
distributions to the Seller Trust from the two Tax Payment Subaccounts.

4. RESPONSIBILITY AND INDEMNIFICATION FOR TAXES.

(a) Responsibility of and Indemnification by CIBC. Except as
otherwise provided in Sections 3 and 4(b) hereof, CIBC shall be responsible for,
and, except as otherwise provided in Section 4(b) hereof, CIBC shall indemnify
and hold harmless OGI and its shareholders, directors, officers, employees,
affiliates, agents and successors from and against all Losses of any member of
the OGI Post-Merger Group arising from, any and all Taxes attributable to any
member of the Holdings Subgroup for any Pre-Acquisition Taxable Period,
Post-Acquisition Taxable Period, or Straddle Period.

(b) Responsibility of and Indemnification by PIMCO LP. Except as
otherwise provided in Section 3 hereof, PIMCO LP shall be responsible for, and
PIMCO LP shall indemnify and hold harmless CIBC and its shareholders, directors,
officers, employees, affiliates, agents and successors from and against all
Losses of any member of the CIBC Post-Acquisition Group arising from, any and
all Taxes (1) attributable to any member of the Opgroup Subgroup for any
Pre-Merger Taxable Period, Post-Merger Taxable Period, or Straddle Period
(including any disallowance of deductions claimed with respect to the interest
of Opfin in Tower A Associates in Pre-Merger Taxable Periods or Straddle
Periods); or (2) attributable to any member of the Holdings Subgroup by reason
of an increase in the grossed-up purchase price, as described in Treas. Reg.
Section 1.338(h)(10)-l(f)(2)(ii)(A), for the Section 338(h)(10) Elections over
that reported on the Tax Returns filed in accordance with Section 3(b)(3)
hereof, and CIBC shall have no obligations to OGI or PIMCO LP pursuant to
Section 4(a) with respect to such Losses. Any indemnification payments by PIMCO
LP under this Section 4(b) shall be considered to have been made on behalf of,
and in lieu of an actual contribution of funds to, OGI.

(1) Subject to the provisions of Sections 3 and 8 hereof, to
the extent CIBC or OGI is responsible for a payment of Taxes under Sections 4(a)
or 4(b)

<PAGE> 18

hereof, respectively, such responsible party shall promptly pay (or cause to be
paid) such Taxes to the appropriate Governmental Authority when due.

(2) If the Indemnifying Party is required to indemnify the
Indemnified Party pursuant to this Section 4, the Indemnified Party shall submit
its calculations, in sufficient detail so as to permit the Indemnifying Party to
understand the computation thereof, of the amount required to be paid pursuant
to this Section 4, which shall be net of the Present Value Benefit realized or
realizable by the Indemnified Party (such net amount being the "Indemnification
Amount"). Subject to the following sentence, the Indemnifying Party shall pay to
the Indemnified Party, no later than 10 days after the Indemnifying Party
receives the Indemnified Party's calculations, the Indemnification Amount. If
the Indemnifying Party disagrees with such calculations, it must notify the
Indemnified Party of its disagreement in writing within 10 days of receiving
such calculations. Any dispute regarding such calculations shall be resolved in
accordance with Section 7 of this Agreement.

(d) Time Limits. Any claim under this Section 4 with respect to a
Tax Liability must be made in accordance with the notification procedures of
Section 8 hereof and no later than thirty (30) days after the expiration of the
applicable statute of limitations for assessment of such Tax Liability.

5. CARRYBACKS AND CARRYOVERS.

(a) In the event that any member of the OGI Post-Merger Group
realizes any loss, deduction, credit or other Tax attribute in any taxable
period (or portion thereof) beginning after the Merger Date, such member may, to
the extent permitted by law, utilize such loss, deduction, credit or other Tax
attribute and obtain any available Refund, including by carrying back such loss,
deduction, credit or Tax attribute to a prior Opgroup Consolidated Group taxable
year; provided, however, that (except as provided in the second proviso in this
sentence), to the extent such carryback is elective, such member of the OGI
Post-Merger Group may only carry back such item with the consent of the
Authorized Representative (which may be withheld in its sole discretion if the
taxable period to which such item may be carried back has not yet been subject
either to audit or to a prior or concurrent mandatory carryback); and provided
further, however, that, if such item is the result of a disallowance of a
Section 381 attribute that was claimed by a member of the OGI Post-Merger Group
for a Straddle Period, such item shall be carried back to prior taxable years of
the Opgroup Consolidated Group or the OGI Post-Merger Group, as the case may be,
to the extent permitted by law, unless CIBC notifies OGI in writing that such
item is not to be so

<PAGE> 19

carried back. CIBC shall cooperate with OGI in seeking from the appropriate
taxing authority any Refund that reasonably would result therefrom. Except to
the extent that such Refund is the result of a disallowance of a loss,
deduction, credit or other Tax attribute claimed by, or a reduction in an item
of income or gain reported by, a member of the Opgroup Consolidated Group for a
Pre-Acquisition Taxable Period or the pre-Acquisition portion of a Straddle
Period or is attributable to the disallowance of a Section 381 attribute (in any
such event such Refund shall be paid first to CIBC to offset any related
increase in Tax Liabilities borne by CIBC for Pre-Acquisition Taxable Period(s)
or Straddle Period(s) (to the extent not previously indemnified under the
Acquisition Agreement or this Agreement) and second to the Seller Trust), OGI
shall be entitled to any Refund (or other Tax benefit including any interest
thereon received from such taxing authority) realized by a member of the OGI
Post-Merger Group attributable to such loss, deduction, credit or other Tax
attribute.

(b) In the event that any member of the CIBC Post-Acquisition Group
realizes any loss, deduction, credit or other Tax attribute in any taxable
period (or portion thereof) beginning after the Acquisition Date, such member
may, to the extent permitted by law, utilize such loss, deduction, credit or Tax
attribute and obtain any available Refund, including by carrying back such loss,
deduction, credit or other Tax attribute to a prior Opgroup Consolidated Group
taxable year; provided, however, that, to the extent such carryback is elective,
such member of the CIBC Post-Acquisition Group may only carry back such item
with the consent of the Authorized Representative (which may be withheld in its
sole discretion if the taxable period to which such item may be carried back has
not yet been subject either to audit or to a prior or concurrent mandatory
carryback). OGI shall cooperate with CIBC in seeking from the appropriate taxing
authority any Refund that reasonably would result therefrom. Except to the
extent that such Refund is the result of a disallowance of a loss, deduction,
credit or other Tax attribute claimed by, or a reduction in an item of income or
gain reported by, a member of the Opgroup Consolidated Group for a Pre-Merger
Taxable Period or the pre-Merger portion of a Straddle Period (in either which
event such Refund shall be paid first to OGI to offset any related increase in
Tax Liabilities borne by the Opgroup Subgroup for Pre-Merger Taxable Period(s)
or Straddle Period(s) (to the extent not previously indemnified under the Merger
Agreement or this Agreement) and second to the Seller Trust), CIBC shall be
entitled to any Refund (or other Tax benefit including any interest thereon
received from such taxing authority) realized by a member of the CIBC
Post-Acquisition Group attributable to such loss, deduction, credit or other Tax
attribute.

(c) In the event that any Excluded Affiliate realizes any loss,
credit or other Tax attribute in any taxable period (or portion thereof)
beginning after the Merger

<PAGE> 20

Date, such member may carry back such loss, credit or Tax attribute to a prior
Opgroup Consolidated Group taxable year. CIBC and OGI shall cooperate with the
Authorized Representative in seeking from the appropriate taxing authority any
Refund that reasonably would result from such carryback. The Seller Trust shall
be entitled to any Refund (or other Tax benefit) realized by any Excluded
Affiliate (including any interest thereon received from such taxing authority)
attributable to such carryback.

(d) The OGI Post-Merger Group also shall be entitled to the benefit,
in Post-Merger Taxable Periods, of any net operating loss, capital loss or other
carryforward, unused investment, foreign tax or other credit arising in a
Pre-Merger Taxable Period of the Opgroup Consolidated Group (including from any
member of the Holdings Subgroup); provided, however, that members of the CIBC
Post-Acquisition Group shall have priority with respect to the benefit, in
Post-Acquisition Taxable Periods, of any carryforward which is legally available
from the Holdings Subgroup. OGI or CIBC, as the case may be (the "Recipient"),
shall apply the Present Value Benefit of such carryforward in the following
order of priority: (1) to offset any resulting increase in Tax Liabilities for
Pre-Acquisition or Pre-Merger Taxable Period(s) (to the extent not previously
indemnified under the Acquisition Agreement, the Merger Agreement or this
Agreement), (2) to the Recipient to the extent of any uncompensated Losses for
Pre-Merger or Pre-Acquisition Taxable Periods, (3) to the non-Recipient to the
extent of any uncompensated Losses for Pre-Acquisition or Pre-Merger Taxable
Periods, and (4) to the Seller Trust.

6. COOPERATION; MAINTENANCE AND RETENTION OF RECORDS. CIBC shall, and
shall cause the Members of the CIBC Post-Acquisition Group, OGI shall, and shall
cause the members of the OGI Post-Merger Group, and the Managing Trustees shall,
and shall cause the Authorized Representative, to provide a requesting party
with such assistance and documents as may be reasonably requested by such
requesting party in connection with (i) the preparation of any Tax Return, (ii)
the conduct of any Proceeding, (iii) any matter relating to Taxes of any member
of the Opgroup Consolidated Group, the Opgroup Subgroup, the Holdings Subgroup,
the CIBC Post-Acquisition Group, or the OGI Post-Merger Group and (iv) any
other matter that is a subject of this Agreement, and the requesting party shall
pay any reasonable out-of-pocket expenses incurred by the assisting party in
connection therewith. CIBC, OGI and the Managing Trustees shall retain or cause
to be retained all Tax Returns, schedules and workpapers, and all material
records or other documents relating thereto, until the expiration of the statute
of limitations (including any waivers or extensions thereof) of the taxable
years to which such Tax Returns and other documents relate or until the
expiration of any additional period that any party reasonably requests, in

<PAGE> 21

writing, with respect to specific material records or documents. A party
intending to destroy any material records or documents shall provide each other
party with reasonable advance notice and the opportunity to copy or take
possession of such records and documents. The parties hereto will notify each
other party in writing of any waivers or extensions of the applicable statute of
limitations that may affect the period for which the foregoing records or other
documents must be retained.

7. DISPUTES. If the parties disagree as to the amount of any payment to be
made under, or any other matter arising out of, this Agreement, the parties
shall attempt in good faith to resolve such dispute, and any agreed upon amount
shall be paid to the appropriate party. If such dispute is not resolved within
15 days, the parties shall jointly retain the Independent Accounting Firm to
resolve the dispute. The fees of the Independent Accounting Firm shall be borne
equally by the parties having the dispute, and the decision of such Independent
Accounting Firm shall be final and binding on all parties involved. Following
the decision of the Independent Accounting Firm, the parties shall each take or
cause to be taken any action that is necessary or appropriate to implement such
decision of the Independent Accounting Firm, including, without limitation, the
prompt payment of underpayments or refund of overpayments, with interest
calculated on such overpayments and underpayments at the Overpayment Rate from
the date such payment was due through the date such underpayment or overpayment
is paid or refunded.

8. PROCEEDINGS.

(a) Notification.

(1) CIBC shall, promptly upon receipt of notice thereof by any
member of the CIBC Post-Acquisition Group, notify the Managing Trustees in
writing of any communication with respect to any pending or threatened
Proceeding in connection with a Tax Liability (or an issue related thereto) of
any Member of the Opgroup Consolidated Group for a Pre-Acquisition Taxable
Period or a Straddle Period. CIBC shall include with such notification a true,
correct and complete copy of any written communication, and an accurate and
complete written summary of any oral communication, so received by a member of
the CEBC Post-Acquisition Group.

(2) OGI shall, promptly upon receipt of notice thereof by any
member of the OGI Post-Merger Group, notify the Managing Trustees in writing of
any communication with respect to any pending or threatened Proceeding in
connection with

<PAGE> 22
a Tax Liability (or an issue related thereto) of any Member of the Opgroup
Consolidated Group for a Pre-Merger Taxable Period or a Straddle Period. OGI
shall include with such notification a true, correct and complete copy of any
written communication, and an accurate and complete written summary of any oral
communication, so received by a member of the OGI Post-Merger Group.

(3) The Managing Trustees shall, promptly upon receipt of
notice (1) from CIBC, notify OGI in writing of any communication with respect to
any pending or threatened Proceeding in connection with a Tax Liability (or an
issue related thereto) for a member of the Opgroup Subgroup and (2) from OGI,
notify CIBC in writing of any communication with respect to any pending or
threatened proceeding in connection with a Tax Liability (or an issue related
thereto) for any member of the Holdings Subgroup. The Managing Trustees shall
include with such notification a true, correct and complete copy of any written
communication, and an accurate and complete written summary of any oral
communication, so received.

(b) Pre-Acquisition and Pre-Merger Taxable Periods and Straddle
Periods. The Authorized Representative shall have the primary responsibility to
represent the interests of the members of the Opgroup Consolidated Group, the
Holdings Subgroup, the Opgroup Subgroup and any Foreign Subsidiary thereof in
any Proceeding relating to Pre-Acquisition and/or Pre-Merger Taxable Periods
and/or Straddle Periods and to employ counsel of its choice at its expense;
provided, however, that (i) CIBC and OGI each shall be permitted to participate
(at its own expense) in any such Proceedings and all hearings relating thereto
and the Authorized Representative's counsel shall give due consideration to all
comments and suggestions received from CIBC and OGI; (ii) the Authorized
Representative shall not settle any dispute or tax issue with a taxing authority
without the consent of CIBC or OGI, as the case may be, which consent, in each
case, shall not unreasonably be withheld; and (iii) primary responsibility shall
shift to OGI at such time, if ever, that the asserted Tax Liabilities exceed the
then balance in the Indemnity Trust or to CEBC at such time, if ever, that the
asserted Tax Liabilities exceed the then balance of the Holdback Amount; and
provided further, however, that primary responsibility with respect to any item
shall shift to CEBC or OGI, as the case may be, if they are responsible to the
other under Sections 4(a) or 4(b) but are not entitled to indemnification for
Losses attributable to such item under the Acquisition Agreement or the Merger
Agreement, respectively.

(1) CIBC shall have the sole right to represent the interests
of the CIBC Post-Acquisition Group (or any member thereof) in any Proceeding
relating to a

<PAGE> 23

Post-Acquisition Taxable Period; provided, however, that the Seller Trust shall
be permitted to participate at its own expense in any such Proceeding; and
provided further, however, that, if CIBC has asserted (or is reasonably likely
to assert) that the Seller Trust may be liable for indemnification under the
Acquisition Agreement, CIBC shall not settle or otherwise resolve any dispute or
tax issue with a taxing authority without the consent of the Seller Trust, which
consent shall not unreasonably be withheld.

(2) OGI and PIMCO LP shall have the sole right to represent the
interests of the OGI Post-Merger Group (or any member thereof) in any Proceeding
relating to a Post-Merger Taxable Period; provided, however, that the Indemnity
Trust shall be permitted to participate at its own expense in any such
Proceeding and provided further, however, that, if OGI has asserted (or is
reasonably likely to assert) that the Indemnity Trust may be liable for
indemnification under the Merger Agreement, OGI and PIMCO LP shall not settle or
otherwise resolve any dispute or tax issue with a taxing authority without the
consent of the Indemnity Trust, which consent shall not unreasonably be
withheld.

(d) Power of Attorney. Each member of the CIBC Post-Acquisition
Group and the OGI Post-Merger Group (each a "Represented Party") shall execute
and deliver to the Authorized Representative any power of attorney requested by
the Authorized Representative in connection with any Proceeding described in
Section 8(b) hereof; provided, however., that such power of attorney is required
to permit the Authorized Representative to conduct such Proceeding; and provided
further, however, that such power of attorney shall not negate any right of a
Represented Party to consent to settlements provided in Section 8(b) hereof or
to otherwise act on its own behalf pursuant to this Agreement.

9. INTEREST; METHOD OF PAYMENT. Any payment required by this Agreement
that is not made on or before the date such payment is required to be made
hereunder shall bear interest after such date at the Overpayment Rate. All
payments made pursuant to this Agreement shall be made in immediately available
funds.

10. COVENANT TO EFFECT SECTION 338(h)(10) ELECTIONS. CIBC, Opgroup, the
Authorized Representative, OGI and PIMCO LP shall take or cause to be taken all
actions required by applicable law to make valid Section 338(h)(10) Elections
with respect to Holdings, Oppenheimer & Co., Inc., Advantage Advisers, Inc., to
the extent

<PAGE> 24

designated by CIBC, any other subsidiary of Holdings, and, to the extent
designated by the Authorized Representative, any Excluded Affiliate.

11. TERMINATION OF PRIOR TAX SHARING AGREEMENTS. This Agreement shall take
effect on the Acquisition Date and shall replace all other agreements, whether
or not written, in respect of any Taxes between or among any members of the
Opgroup Subgroup on the one hand and the Holdings Subgroup on the other,
including the Tax Allocation Agreement; provided, however, that this Agreement
shall not supersede any agreements with respect to Taxes set forth in the
Acquisition Agreement and/or the Merger Agreement. All such replaced agreements
shall be cancelled as of the Acquisition Date to the extent they relate to any
members of the Holdings Subgroup and as of the Merger Date to the extent they
relate to any members of the Opgroup Subgroup, and any rights or obligations of
any members of the Opgroup Subgroup or Holdings Subgroup existing under such
agreements thereby shall be fully and finally settled without any payment by any
party thereto.

12. AMENDMENT. This Agreement may be amended, modified or supplemented
only by a written agreement signed by all of the parties hereto.

13. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without reference to choice
of law principles, including matters of construction, validity and performance.

14. NOTICES. Notices, requests, permissions, waivers, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if signed by the respective persons giving them (in the case of any
corporation the signature shall be by an officer thereof) and delivered by hand
or by telecopy or on the date of receipt indicated on the return receipt if
mailed (registered or certified, return receipt requested, properly addressed
and postage prepaid):

<PAGE> 25

If to CIBC, to:

CIBC Wood Gundy Securities Corp.
425 Lexington Avenue
New York, NY 10017
Attention: General Counsel
Facsimile: (212) 856-4283

with a copy to:

Mayer, Brown & Platt
1675 Broadway
New York, NY 10019
Attention: James B. Carlson, Esq.
Facsimile: (212) 262-2792

If to OGI or PIMCO LP, to:

PIMCO Advisors L.P.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660
Attention: General Counsel
Facsimile: (714) 717-7076

with a copy to:

Latham & Watkins
650 Town Center Drive
Costa Mesa, California 92626
Attention: David C. Flattum, Esq.
Facsimile: (714) 755-8290

If to the Managing Trustees, to:

The Indemnity Trust (or The Seller Trust)
World Financial Center
Oppenheimer Tower
New York, NY 10281
Attention: Roger W. Einiger
Robert I. Kleinberg, Esq.
Facsimile: (212) 667-5088

<PAGE> 26

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Robert Todd Lang, Esq.
Facsimile: (212) 310-8007

Such names and addresses may be changed by notice given in accordance with this
Section 14.

15. ENTIRE AGREEMENT. Except with respect to a party's indemnification
rights under the Acquisition Agreement or the Merger Agreement, this Agreement
contains the entire understanding of the parties hereto with respect to the
subject matter contained herein, and supersedes and cancels all prior
agreements, negotiations, correspondence, undertakings and communications of the
parties, oral or written, respecting such subject matter.

16. HEADINGS; REFERENCES. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. All references
herein to "Articles", "Sections" or "Exhibits" shall be deemed to be references
to Articles or Sections hereof or Exhibits hereto unless otherwise indicated.

17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and each counterpart shall be deemed to be an original, but all of
which shall constitute one and the same original.

18. PARTIES IN INTEREST; ASSIGNMENT; SUCCESSOR. Neither this Agreement nor
any of the rights, interest or obligations hereunder shall be assigned by any of
the parties hereto without the prior written consent of the other parties.
Subject to the preceding sentence, this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended to
confer upon any other Person, other than the Seller Trust and the Indemnity
Trust, any rights or remedies under or by reason of this Agreement.

<PAGE> 27

19. SEVERABILITY; ENFORCEMENT. The invalidity of any portion hereof shall
not affect the validity, force or effect of the remaining portions hereof. If it
is ever held that any restriction hereunder is too broad to permit enforcement
of such restriction to its fullest extent, each party agrees that a court of
competent jurisdiction may enforce such restriction to the maximum extent
permitted by law, and each party hereby consents and agrees that such scope may
be judicially modified accordingly in any proceeding brought to enforce such
restriction.

20. EFFECTIVE DATE. This Agreement shall become effective upon the
occurrence of the Acquisition Date; provided, however, that it shall terminate
and be null and void and of no force and effect with respect to the rights and
obligations of OGI and PIMCO LP upon any termination of the Merger Agreement.

IN WITNESS WHEREOF, each of the parties has caused this Amended and
Restated Tax Indemnity Agreement to be executed on its behalf by its officers
thereunto duly authorized, all as of the day and year first written above.

OPPENHEIMER GROUP, INC.

By: [SIG]
---------------------------------------
By:
Title:

CIBC WOOD GUNDY SECURITIES CORP.

By: [SIG]
---------------------------------------
By:
Title:

PIMCO ADVISORS L.P.

By: [SIG]
---------------------------------------
By:
Title:

<PAGE> 28

THOMSON ADVISORY GROUP INC.

By: [SIG]
---------------------------------------
By:
Title:

<PAGE> 1

EXHIBIT 13

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of November 4, 1997 (this
"Agreement"), between PIMCO Advisors Transitory Merger I L.P., a Delaware
limited partnership (the "First Partnership"), Oppenheimer Capital, a Delaware
general partnership (the "Second Partnership"), and PIMCO Advisors L.P., a
Delaware limited partnership ("PALP").

WITNESSETH:

WHEREAS, the Second Partnership desires to acquire the properties
and other assets, and to assume all of the liabilities and obligations, of the
First Partnership by means of a merger of the First Partnership with and into
the Second Partnership;

WHEREAS, Section 17-211 of the Delaware Revised Uniform Limited
Partnership Act, 6 Del.C. Section 17-101, et seq. (the "Delaware RULPA"),
authorizes the merger of a Delaware limited partnership with and into a Delaware
general partnership;

WHEREAS, the First Partnership and the Second Partnership now
desire to merge (the "Merger"), following which the Second Partnership shall be
the surviving general partnership;

WHEREAS, PALP, in its capacity as the general partner of the
First Partnership (the "First GP"), and Value Advisors LLC, a Delaware limited
liability company ("Value Advisors") and a wholly-owned subsidiary of PALP, in
its capacity as the sole limited partner of the First Partnership, have approved
this Agreement and the consummation of the Merger;

WHEREAS, both partners of Second Partnership, Value Advisors, the
managing partner of Second Partnership ("Second GP") and Oppenheimer Capital,
L.P., a Delaware limited partnership ("Opcap LP"), have approved this Agreement
and the consummation of the Merger;

NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

<PAGE> 2

ARTICLE I

THE MERGER

SECTION 1.01. The Merger.

(a) On such date as the Second GP shall determine, after
satisfaction or, to the extent permitted hereunder, waiver of all conditions to
the Merger, by the First GP and the Second GP, the Second Partnership, which
shall be the surviving general partnership, shall merge with the First
Partnership and shall file a certificate of merger substantially in the form of
Exhibit 1 hereto (the "Certificate of Merger") with the Secretary of State of
the State of Delaware and make all other filings or recordings required by
Delaware law in connection with the Merger. The Merger shall become effective at
such time as is specified in the Certificate of Merger (the "Effective Time").

(b) At the Effective Time, the First Partnership shall be merged
with and into the Second Partnership, whereupon the separate existence of the
First Partnership shall cease, and the Second Partnership shall be the surviving
general partnership of the Merger (the "Surviving Partnership") in accordance
with Section 17-211 of the Delaware RULPA.

SECTION 1.02. Exchange of Interests. At the Effective Time:

(a) The general partner and limited partner interests in the
First Partnership outstanding immediately prior to the Effective Time shall be
exchanged for the partnership interests in Second Partnership held by Opcap LP,
and all rights in, title to, and interest in, the partnership interests held by
Opcap LP in Second Partnership shall automatically vest in PALP and Value
Advisors in accordance with their percentage ownership interest in the First
Partnership, and shall be owned by PALP and Value Advisors, free and clear of
any lien, claim or interest of any person or entity, and the general partner and
limited partner interests in the First Partnership shall cease to be outstanding
upon such exchange; and

(b) The partnership interest in the Second Partnership held by
Opcap LP outstanding immediately prior to the Effective Time shall be exchanged
for 24,981,285 Class A GP Units in PALP, and all rights in, title to, and
interest in, such Class A GP Units in PALP shall automatically vest and be owned
by Opcap LP free and clear of any lien, claim or interest of any person or
entity.

ARTICLE II

THE SURVIVING PARTNERSHIP

SECTION 2.01. Partnership Agreement. The amended and restated
partnership agreement of the Second Partnership, as amended, in effect at the
Effective

<PAGE> 3

Time shall be the partnership agreement of the Surviving Partnership unless and
until amended in accordance with its terms and applicable law. The name of the
Surviving Partnership shall be Oppenheimer Capital. The partners of the
Surviving Partnership at the Effective Time shall be Value Advisors and PALP.
PALP shall automatically be admitted as a partner of the Surviving Partnership
at the Effective Time. Immediately after the admission of PALP as a partner of
the Surviving Partnership, Opcap LP shall cease to be a partner of the Surviving
Partnership and shall own no partnership interest in Surviving Partnership. At
the Effective Time, the business of the Second Partnership shall, to the fullest
extent permitted by law, be continued by Value Advisors, as Managing Partner,
and PALP, as the other partner of the Surviving Partnership, without dissolution
and winding up.

ARTICLE III

TRANSFER AND CONVEYANCE OF ASSETS
AND ASSUMPTION OF LIABILITIES

SECTION 3.01. Transfer, Conveyance and Assumption. At the
Effective Time, the Second Partnership shall continue in existence as the
Surviving Partnership, and without further transfer, succeed to and possess all
of the rights, privileges and powers of the First Partnership, and all of the
assets and property of whatever kind and character of the First Partnership
shall vest in the Second Partnership without further act or deed; thereafter,
the Second Partnership, as the Surviving Partnership, shall be liable for all of
the liabilities and obligations of the First Partnership, and any claim or
judgment against the First Partnership may be enforced against the Second
Partnership, as the Surviving Partnership, in accordance with Section 17-211 of
the Delaware RULPA.

SECTION 3.02. Further Assurances. If at any time the Second
Partnership shall consider or be advised that any further assignment, conveyance
or assurance is necessary or advisable to vest, perfect or confirm of record in
the Surviving Partnership the title to any property, or right of the First
Partnership, or otherwise to carry out the provisions hereof, the proper
representatives of the First Partnership as of the Effective Time shall execute
and deliver any and all proper deeds, assignments, and assurances and do all
things necessary or proper to vest, perfect or convey title to such property, or
right in the Surviving Partnership, and otherwise to carry out the provisions
hereof.

<PAGE> 4

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE SECOND PARTNERSHIP

The Second Partnership represents and warrants to the First
Partnership that:

SECTION 4.01. Partnership Existence and Power. The Second
Partnership is a general partnership duly formed and validly existing under the
laws of the State of Delaware.

SECTION 4.02. Partnership Authorization. The execution, delivery
and performance by the Second Partnership of this Agreement and the consummation
by the Second Partnership of the transactions contemplated hereby have been duly
authorized by all necessary partnership action on its part. This Agreement
constitutes a valid, binding and enforceable agreement of the Second
Partnership.

SECTION 4.03. Governmental Authorization. The execution, delivery
and performance by the Second Partnership of this Agreement and the consummation
of the Merger by the Second Partnership require no action by or in respect of,
or filing with, any governmental body, agency, official or authority other than
the filing of the Certificate of Merger in accordance with Delaware law.

SECTION 4.04. No Violation. The execution, delivery and
performance by the Second Partnership of this Agreement and the consummation by
the Second Partnership of the transactions contemplated hereby do not and will
not (i) violate the partnership agreement of the Second Partnership, (ii)
violate any provision of any law, rule or regulation applicable to the Second
Partnership, (iii) breach, or result in a default under, any existing obligation
of the Second Partnership under any provision of any agreement, contract or
other instrument to which the Second Partnership is a party or by which it or
its property is bound or (iv) breach or otherwise violate any existing
obligation of the Second Partnership under any court or administrative order,
writ, judgment or decree that names the Second Partnership and is specifically
directed to it or its property.

<PAGE> 5

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF THE FIRST PARTNERSHIP

The First Partnership represents and warrants to the Second
Partnership that:

SECTION 5.01. Partnership Existence and Power. The First
Partnership is a limited partnership duly formed, validly existing and in good
standing under the laws of the State of Delaware.

SECTION 5.02. Partnership Authorization. The execution, delivery
and performance by the First Partnership of this Agreement and the consummation
by the First Partnership of the transactions contemplated hereby have been duly
authorized by all necessary partnership action on its part. This Agreement
constitutes a valid, binding and enforceable agreement of the First Partnership.

SECTION 5.03. Governmental Authorization. The execution, delivery
and performance by the First Partnership of this Agreement and the consummation
of the Merger by the First Partnership require no action by or in respect of, or
filing with, any governmental body, agency, official or authority.

SECTION 5.04. No Violation. The execution, delivery and
performance by the First Partnership of this Agreement and the consummation by
the First Partnership of the transactions contemplated hereby do not and will
not (i) violate the partnership agreement of the First Partnership, (ii) violate
any provision of any law, rule or regulation applicable to the First
Partnership, (iii) breach, or result in a default under, any existing obligation
of the First Partnership under any provision of any agreement, contract or other
instrument to which the First Partnership is a party or by which it or its
property is bound or (iv) breach or otherwise violate any existing obligation of
the First Partnership under any court or administrative order, writ, judgment or
decree that names the First Partnership and is specifically directed to it or
its property.

ARTICLE VI

CONDITIONS TO THE MERGER

SECTION 6.01. Conditions to the Obligations of Each Party. The
obligations of the Second Partnership and the First Partnership to consummate
the Merger are subject to the satisfaction of the following conditions as of the
Effective Time:

<PAGE> 6

(i) no provision of any applicable law or regulation and
no judgment, injunction, order or decree shall prohibit the
consummation of the Merger; and

(ii) all actions by or in respect of or filings with any
governmental body, agency, official or authority required to
permit the consummation of the Merger shall have been obtained;
and

(iii) all applicable waiting periods (and any extensions
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 shall have expired or terminated.

ARTICLE VII

COVENANT OF PALP

PALP shall not engage in a Recapitalization (as defined in PALP's
Amended and Restated Agreement of Limited Partnership dated October 31, 1997)
prior to the Effective Time.

ARTICLE VII

TERMINATION

SECTION 7.01. Termination. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time:

(i) by mutual written consent of the Second GP, on behalf
of the Second Partnership, and the First GP, on behalf of the
First Partnership; or

(ii) by either the Second GP, on behalf of the Second
Partnership, or the First GP, on behalf of the First Partnership,
if there shall be any law or regulation that makes consummation
of the Merger illegal or otherwise prohibited, or if any
judgment, injunction, order or decree enjoining the First
Partnership or the Second Partnership from consummating the
Merger is entered and such judgment, injunction, order or decree
shall become final and nonappealable.

SECTION 7.02. Effect of Termination. If this Agreement is
terminated pursuant to Section 7.01, this Agreement shall become void and of no
effect with no liability on the part of any party hereto.

<PAGE> 7

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. General Partner Authorization. Each partner of the
Surviving Partnership shall be authorized, at such time in its sole discretion
as it deems appropriate to execute, acknowledge, verify, deliver, file and
record, for and in the name of the Second Partnership and, to the extent
necessary, the Second GP, the partners of the Second Partnership, the First GP
and the limited partner of the First Partnership, any and all documents and
instruments including, without limitation, the partnership agreement of the
Surviving Partnership and the Certificate of Merger, and shall do and perform
any and all acts required by applicable law which either partner of the
Surviving Partnership deems necessary or advisable, in order to effectuate the
Merger.

SECTION 8.02. Survival of Representations and Warranties. The
representations and warranties and agreements contained herein and in any
certificate or other writing delivered pursuant hereto shall not survive the
Effective Time or the termination of this Agreement.

SECTION 8.03. Amendments; No Waivers. (a) Any provision of this
Agreement may, subject to applicable law, be amended or waived prior to the
Effective Time if, and only if, such amendment or waiver is in writing and
signed by the Second GP, on behalf of the Second Partnership, and by the First
GP, on behalf of the First Partnership.

(b) No failure or delay by any party hereto in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

SECTION 8.04. Integration. All prior or contemporaneous
agreements, contracts, promises, representations, and statements, if any,
between the First Partnership and the Second Partnership, or their
representatives, are merged into this Agreement, and this Agreement shall
constitute the entire understanding between the First Partnership and the Second
Partnership with respect to the subject matter hereof.

SECTION 8.05. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party hereto.

SECTION 8.06. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware, without
giving effect to principles of conflicts of law.

<PAGE> 8

SECTION 8.07. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received the counterpart hereof signed by the other party hereto.

<PAGE> 9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized representatives as of the day and
year first above written.

PIMCO ADVISORS TRANSITORY
MERGER I L.P.

By: PIMCO Advisors L.P.,
its general partner

By: /s/ KENNETH M. POOVEY
--------------------------------
Name: Kenneth M. Poovey
Title: Executive Vice President

By: Value Advisors LLC,
its Limited Partner

By: /s/ KENNETH M. POOVEY
--------------------------------
Name: Kenneth M. Poovey
Title: Executive Vice President

OPPENHEIMER CAPITAL

By: Value Advisors LLC,
its Managing Partner

By: /s/ KENNETH M. POOVEY
--------------------------------
Name: Kenneth M. Poovey
Title: Executive Vice President

By: Oppenheimer Capital, L.P., a Partner

By: /s/ KENNETH M. POOVEY
--------------------------------
Name: Kenneth M. Poovey
Title: Executive Vice President

PIMCO ADVISORS L.P.

By: /s/ KENNETH M. POOVEY
--------------------------------
Name: Kenneth M. Poovey
Title: Executive Vice President

<PAGE> 1

EXHIBIT 14

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of November
4, 1997 (this "Amendment"), between PIMCO Advisors Transitory Merger I L.P., a
Delaware limited partnership (the "First Partnership"), Oppenheimer Capital, a
Delaware general partnership (the "Second Partnership"), and PIMCO Advisors
L.P., a Delaware limited partnership ("PALP").

WITNESSETH:

WHEREAS, the First Partnership, the Second Partnership and PALP are
parties to that certain Agreement and Plan of Merger dated as of November 4,
1997 (the "Merger Agreement");

WHEREAS, the parties hereto desire to amend the Merger Agreement to
increase the consideration to be issued by PALP in the merger contemplated
thereby;

NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. Section 1.02(b) of the Merger Agreement is hereby amended to provide
that the number of Class A GP Units to be issued by PALP shall be 25,490,757.

2. Except as amended hereby, the Merger Agreement shall remain in full
force and effect.

3. This Amendment shall be construed in accordance with and governed by
the laws of the State of Delaware, without giving effect to principles of
conflicts of law.

<PAGE> 2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized representatives as of the day and
year first above written.

PIMCO ADVISORS TRANSITORY
MERGER I L.P.

By: PIMCO Advisors L.P.,
its general partner

By: /s/ ROBERT M. FITZGERALD
--------------------------------
Name: Robert M. Fitzgerald
Title: Senior Vice President

By: Value Advisors LLC,
its Limited Partner

By: /s/ ROBERT M. FITZGERALD
--------------------------------
Name: Robert M. Fitzgerald
Title: Senior Vice President

OPPENHEIMER CAPITAL

By: Value Advisors LLC,
its Managing Partner

By: /s/ ROBERT M. FITZGERALD
--------------------------------
Name: Robert M. Fitzgerald
Title: Senior Vice President

By: Oppenheimer Capital, L.P., a Partner

By: /s/ ROBERT M. FITZGERALD
--------------------------------
Name: Robert M. Fitzgerald
Title: Senior Vice President

PIMCO ADVISORS L.P.

By: /s/ ROBERT M. FITZGERALD
--------------------------------
Name: Robert M. Fitzgerald
Title: Senior Vice President

<PAGE> 1

EXHIBIT 15

AMENDED AND RESTATED UNIT PURCHASE AGREEMENT

This Amended and Restated Unit Purchase Agreement ("Agreement") is made
effective as of November 4, 1997 by and between Oppenheimer Capital, L.P.
("Opcap LP") and PIMCO Advisors L.P. ("PIMCO Advisors") with respect to the
following:

WHEREAS, pursuant to that certain Agreement and Plan of Merger dated
November 4, 1997 between Oppenheimer Capital, a Delaware general partnership
("Opcap"), PIMCO Advisors Transitory Merger I L.P ("PATMLP") and PIMCO Advisors,
PATMLP will merge with and into Opcap, resulting in Opcap becoming a subsidiary
of PIMCO Advisors and Opcap LP receiving Class A units of general partner
interest in PIMCO Advisors ("Class A GP Units") in respect of its interest in
Opcap; and

WHEREAS, the parties desire to enter into this Agreement to provide for
the issuance to Opcap LP of additional Class A GP Units immediately after the
Merger under certain circumstances;

WHEREAS, the general partner of Opcap LP has determined that such Class
A GP Units to be acquired by Opcap LP pursuant hereto will be acquired on terms
that are equivalent to or better than terms obtainable by Opcap LP from a
comparable unaffiliated third party;

NOW THEREFORE, the undersigned in consideration of the premises,
covenants and agreement contained herein, do hereby agree as follows:

Section 1. Definitions.

The terms defined in this Section 1 shall, for the purposes of this
Agreement, have the meanings set forth herein.

"Class A GP Units" has the meaning set forth in the recitals.

"Closing" means the closing of the Merger.

"Exchange Rate" means 1.67, adjusted as provided in Section 3.

"LP Units" means the limited partner units of Opcap LP.

"Merger" means the merger contemplated by the Merger Agreement.

"Merger Agreement" has the meaning set forth in the recitals.

"Pre-Merger Period" means the period commencing November 5, 1997 and
ending at the Effective Time of the Merger.

<PAGE> 2

"Recapitalization" by a party hereto means a distribution of
partnership units with respect to outstanding partnership units, a subdivision
or combination of outstanding partnership units or a like action.

Section 2. Firm Purchase.

Immediately following the Closing, Opcap LP shall to contribute
$16,757,338 to PIMCO Advisors, and PIMCO Advisors shall issue 547,178 Class A GP
Units to Opcap LP.

Section 3. Purchase in case of Subsequent Issuance by Opcap LP.

a. If Opcap LP issues any LP Units during the Pre-Merger
Period, other than in connection with a Recapitalization with respect to the LP
Units, Opcap LP shall, immediately following the Closing, contribute any
consideration received in connection with the issuance of such LP Units to PIMCO
Advisors, and PIMCO Advisors shall issue Class A GP Units to Opcap equal to the
number of LP Units issued during the Pre-Merger Period multiplied by the
Exchange Rate.

b. If Opcap LP effects a Recapitalization during the
Pre-Merger Period, the Exchange Rate in effect on the opening of business on the
day following the effective date for the Recapitalization shall be adjusted so
that Opcap LP shall be entitled thereafter to receive under Section 3(a) the
number of Class A GP Units that Opcap LP would have received after the
Recapitalization if the Closing Date had occurred immediately prior to the
Recapitalization.

Section 4. Successive Adjustments.

The provisions of Section 3(b) shall apply similarly to successive
Recapitalizations.

Section 5. No Recapitalzation at PIMCO Advisors.

PIMCO Advisors agrees not effect a Recapitalization during the
Pre-Merger Period.

Section 6. General.

This Agreement is a contract made under the laws of the State of
Delaware, and shall be construed in accordance with the internal laws of the
State of Delaware, without regard the principals of conflict of laws.

<PAGE> 3

Section 7. Effect.

This Agreement amends, restates and supersedes in all respects that
certain Unit Purchase Agreement between the parties hereto dated as of November
4, 1997.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above.

PIMCO ADVISORS L.P.,
a Delaware limited partnership

By: /s/ ROBERT M. FITZGERALD
------------------------------------
Robert M. Fitzgerald
Senior Vice President

OPPENHEIMER CAPITAL, L.P.,
a Delaware limited partnership

By: /s/ ROBERT M. FITZGERALD
------------------------------------
Robert M. Fitzgerald
Senior Vice President

<PAGE> 1

EXHIBIT 16

ASSIGNMENT OF GENERAL PARTNER INTEREST
AND AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
PIMCO ADVISORS L.P.

This Assignment of General Partner Interest and Amendment to Amended
and Restated Agreement of Limited Partnership of PIMCO Advisors L.P., dated as
of November 30, 1997 (this "Assignment and Amendment Agreement"), is entered
into by and between PIMCO Partners, G.P., a California general partnership
("PGP"), and Oppenheimer Capital L.P., a Delaware limited partnership ("Opcap
LP").

WITNESSETH:

WHEREAS, PIMCO Advisors L.P. (the "Partnership") has been formed as a
limited partnership under the Delaware Revised Uniform Limited Partnership Act
(6 Del. C. sec. 17-101, et seq.) (the "Act") pursuant to a Certificate of
Limited Partnership of the Partnership, as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on
September 3, 1987 (as amended and restated, the "Certificate"), and an Agreement
of Limited Partnership of the Partnership (as amended and restated on October
31, 1997, the "Agreement");

WHEREAS, PGP is the sole general partner of the Partnership;

WHEREAS, Opcap LP is an "Affiliate" of PGP, as defined in the
Agreement;

WHEREAS, in contemplation of the merger contemplated by that certain
Agreement and Plan of Merger, dated November 4, 1997, as amended, PGP desires to
transfer one unit of general partner interest in the Partnership to Opcap LP
(the "General Partner Interest") and admit Opcap LP as an additional general
partner of the Partnership;

<PAGE> 2

WHEREAS, Opcap LP desires to be admitted to the Partnership as an
additional general partner of the Partnership; and

WHEREAS, PGP and Opcap LP desire to accomplish the foregoing in
accordance with the Agreement which Sections 6.2 and 12.1(a) and (c) therein
expressly permit the consummation of the foregoing without any further act, vote
or approval of any limited partner of the Partnership.

NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein, do hereby agree as follows:

1. Assignment. Notwithstanding any provision in the Agreement to the
contrary, for $31.56 received, the receipt and sufficiency of which are hereby
acknowledged, upon the execution and delivery of this Assignment and Amendment
Agreement by the parties hereto as of the date hereof, PGP does hereby assign,
transfer and convey the General Partner Interest to Opcap LP. PGP has obtained a
Limited Liability Opinion, a Tax Opinion and an Assignment Opinion prior to the
assignment and transfer described in this Section 1.

2. Admission. Notwithstanding any provision in the Agreement to the
contrary, Opcap LP is hereby admitted to the Partnership as a general partner of
the Partnership. The admission shall be effective at the time provided in the
Amended and Restated Certificate of Limited Partnership of the Partnership filed
in the office of the Secretary of State which reflects the fact that Opcap LP is
a general partner of the Partnership, and shall occur, and for all purposes
shall be deemed to have occurred, simultaneously with the assignment of the
General Partner Interest to Opcap LP.

<PAGE> 3

3. Continuation. Opcap LP, together with PGP, does hereby agree to
carry on the business of the Partnership without dissolution and to be bound by
the Agreement.

4. Books and Records. PGP and Opcap LP shall take all actions necessary
under the Act and the Agreement, to evidence the transfer of the General Partner
Interest and the admission of Opcap LP to the Partnership as a general partner
of the Partnership.

5. Future Cooperation. Each of the parties hereto agrees to cooperate
at all times from and after the date hereof with respect to all of the matters
described herein, and to execute such further assignments, releases,
assumptions, amendments of the Agreement, notifications and other documents as
may be reasonably requested for the purpose of giving effect to, or evidencing
or giving notice of, the transaction contemplated by this Assignment and
Amendment.

6. Binding Effect. This Assignment and Amendment Agreement shall be
binding upon, and shall enure to the benefit of, the parties hereto and their
respective successors and assigns.

7. Execution in Counterparts. This Assignment and Amendment Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.

8. Agreement in Effect. Except as hereby amended, the Agreement shall
remain in full force and effect.

9. Governing Law. This Assignment and Amendment Agreement shall be
governed by, and interpreted in accordance with, the laws of the State of
Delaware, all rights and remedies being governed by such laws, without regard to
its conflict of laws rules.

<PAGE> 4

IN WITNESS WHEREOF, the undersigned has caused this Assignment and
Amendment Agreement to be duly executed as of the day and year first above
written.

PIMCO PARTNERS, G.P.

By: Pacific Investment Management
Company, a General Partner

By: /s/ SHARON A. CHEEVER
--------------------------------
Name: Sharon A. Cheever
-------------------------
Title: Vice President
-------------------------

By: PIMCO PARTNERS LLC,
a General Partner

By: /s/ ERNEST L. SCHMIDER
--------------------------------
Name: Ernest L. Schmider
-------------------------
Title: Secretary
-------------------------

OPPENHEIMER CAPITAL, L.P.

By: PIMCO PARTNERS, G.P.,
General Partner

By: Pacific Investment Management
Company, a General Partner

By: /s/ SHARON A. CHEEVER
--------------------------------
Name: Sharon A. Cheever
-------------------------
Title: Vice President
-------------------------

By: PIMCO PARTNERS LLC,
a General Partner

By: /s/ ERNEST L. SCHMIDER
--------------------------------
Name: Ernest L. Schmider
-------------------------
Title: Secretary
-------------------------