Re: Advisory Fee Waiver Agreement

Exhibit 99.(h)(3)

September 25, 2020

The Board of Trustees

Xxxxxx Associates Investment Trust

000 X. Xxxxxx Xx., Xxxxx 0000

Chicago, Illinois 60606

Re:        Advisory Fee Waiver Agreement

With reference to each Investment Advisory Agreement set forth on Appendix A (each, the “Advisory Agreement”) entered into by and between Xxxxxx Associates L.P. (the “Adviser”) and Xxxxxx Associates Investment Trust (the “Trust”) on behalf of each of Oakmark Fund, Oakmark Select Fund, Oakmark Equity and Income Fund, Oakmark Global Fund, Oakmark Global Select Fund, Oakmark International Fund and Oakmark International Small Cap Fund, each a series of the Trust (each, a “Fund”), we agree as follows:

1.	The Adviser agrees to waive a portion of its advisory fee (as described in each Advisory Agreement’s Fee Schedule) for each Fund as set forth on Appendix B from December 15, 2020 to January 27, 2022.
2.	This letter agreement shall remain in effect until January 27, 2022. During the period covered by this letter agreement, the fee waiver arrangement set forth herein for each Fund may only be modified by mutual agreement of the parties that, with respect to the Trust, includes a majority vote of the “non-interested” Trustees of the Trust. This letter agreement shall be binding upon any successors and assigns of the Adviser and supersedes any prior agreement with respect to the subject matter hereof as of December 15, 2020.
3.	Neither the Trust nor any Fund will be required to reimburse the Adviser for amounts waived by the Adviser pursuant to this letter agreement.
4.	We understand that the Trust will rely on this undertaking in preparing and filing Post-Effective Amendments to the Registration Statement on Form N-1A for the Trust and each Fund with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net and gross asset value per share, and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit the Trust to so rely.

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Respectfully,
XXXXXX ASSOCIATES L.P.
By:	/s/ Xxxx X. Xxxxxx
	Name:  Xxxx X. Xxxxxx
	Title:    General Counsel

Accepted and Agreed to by:

XXXXXX ASSOCIATES INVESTMENT TRUST

on behalf of each Fund identified herein

By:	/s/ Xxxxxx X. Xxxxxxx
	Name:  Xxxxxx X. Xxxxxxx
	Title:    President

APPENDIX A

INVESTMENT ADVISORY AGREEMENTS

1.	Investment Advisory Agreement for Oakmark Fund dated November 1, 2020, with Amended Fee Schedule dated December 15, 2020.
2.	Investment Advisory Agreement for Oakmark Select Fund dated November 1, 2020, with Amended Fee Schedule dated December 15, 2020.
3.	Investment Advisory Agreement for Oakmark Equity and Income Fund dated November 1, 2020, with Amended Fee Schedule dated December 15, 2020.
4.	Investment Advisory Agreement for Oakmark Global Fund dated November 1, 2020, with Amended Fee Schedule dated December 15, 2020.
5.	Investment Advisory Agreement for Oakmark Global Select Fund dated November 1, 2020, with Amended Fee Schedule dated December 15, 2020.
6.	Investment Advisory Agreement for Oakmark International Fund dated November 1, 2020, with Amended Fee Schedule dated December 15, 2020.
7.	Investment Advisory Agreement for Oakmark International Small Cap Fund dated November 1, 2020, with Amended Fee Schedule dated December 15, 2020.

APPENDIX B

ADVISORY FEE WAIVER 

1. Oakmark Fund. The Adviser shall waive the Advisory Fee it charges to Oakmark Fund by 0.02%.

2. Oakmark Select Fund. The Adviser shall waive the Advisory Fee it charges to Oakmark Select Fund by 0.02%.

3. Oakmark Equity and Income Fund. The Adviser shall waive the Advisory Fee it charges to Oakmark Equity and Income Fund by 0.02%.

4. Oakmark Global Fund. The Adviser shall waive the Advisory Fee it charges to Oakmark Global Fund by 0.02%.

5. Oakmark Global Select Fund. The Adviser shall waive the Advisory Fee it charges to Oakmark Global Select Fund by 0.02%.

6. Oakmark International Fund. The Adviser shall waive the Advisory Fee it charges to Oakmark International Fund by 0.02%.

7. Oakmark International Small Cap Fund. The Adviser shall waive the Advisory Fee it charges to Oakmark International Small Cap Fund by 0.02%.