EXHIBIT 5.9
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
FOR
THE OAKMARK FUND
XXXXXX ASSOCIATES INVESTMENT TRUST, a Massachusetts business trust registered
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
diversified management investment company (the "Trust"), and XXXXXX ASSOCIATES
L.P., a Delaware limited partnership registered under the Investment Advisers
Act of 1940 as an investment adviser (the "Adviser"), agree that paragraph 6 of
the investment advisory agreement between the parties for THE OAKMARK FUND (the
"Fund") dated August 30, 1996 is amended as of the date of this amendment to
read as follows:
6. COMPENSATION OF ADVISER. For the services to be rendered
and the charges and expenses to be assumed and to be paid by the
Adviser hereunder, the Trust shall pay out of Fund assets to the
Adviser a monthly fee, based on the Fund's net assets as of the last
business day of the preceding month, at the annual rate of 1.00% on
the first $2.5 billion of net assets, .95% on the next $1.25 billion
of net assets, .90% on the next $1.25 billion of net assets, .85% on
net assets in excess of $5 billion and .80% on net assets in excess of
$10 billion. The fee for a month shall be paid as soon as practicable
after the last day of that month. The fee payable hereunder shall be
reduced proportionately during any month in which this agreement is
not in effect for the entire month.
Dated: September 17, 1998
XXXXXX ASSOCIATES INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxxxxx
XXXXXX ASSOCIATES L.P.
by Xxxxxx Associates, Inc.
its General Partner
By: /s/ Xxxxxx Xxxx