FOR

                               FIRST AMENDMENT TO

                          INVESTMENT ADVISORY AGREEMENT

                                       FOR

                         THE OAKMARK INTERNATIONAL 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 the
investment advisory agreement between the parties for THE OAKMARK INTERNATIONAL
FUND (the "Fund") dated October 30, 2000 is amended by adding the following
paragraph immediately following paragraph 14:

                 15. PRIVACY OF NONPUBLIC PERSONAL INFORMATION. The Adviser
        shall not disclose or use "nonpublic personal information" (as defined
        in Rule 3(t) of Regulation S-P, adopted by the Securities and Exchange
        Commission) to non-affiliated entities except as necessary to carry out
        the purposes for which the Trust disclosed such information to the
        Adviser, including information that is used in accordance with Rules 14
        and 15 of Regulation S-P in the ordinary course of business to carry
        out those purposes.

Dated:  April 18, 2001



                                      XXXXXX ASSOCIATES INVESTMENT TRUST

                                      By: /s/ Xxxxx X. Xxxxx
                                         ---------------------------------------



                                      XXXXXX ASSOCIATES L.P.
                                        by Xxxxxx Associates, Inc.
                                          its General Partner

                                      By: /s/ Xxxxxx X. Xxxx
                                         ---------------------------------------