Exhibit 5.4
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
FOR
THE OAKMARK SMALL CAP 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 Small Cap 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 1.25% on the first $1 billion of net assets,
1.15% on the next $500 million of net assets, 1.10% on the next $500
million of net assets, 1.05% on the next $500 million of net assets and
1.00% on net assets in excess of $2.5 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 9, 1997
XXXXXX ASSOCIATES INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxxxxxxx
XXXXXX ASSOCIATES L.P.
by Xxxxxx Associates, Inc.
its General Partner
By: /s/ Xxxxxx Xxxx
