EXHIBIT 2(g)(8)
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT BY AND BETWEEN
KIEWIT INVESTMENT FUND LLLP
AND
OFFIT HALL CAPITAL MANAGEMENT LLC
Reference is made to the investment advisory agreement ("Agreement") dated
as of July 26, 2005, by and between Kiewit Investment Fund LLLP, a Delaware
limited liability limited partnership (the "Fund"), and Offit Hall Capital
Management LLC, a Delaware limited liability company (the "Adviser").
Capitalized terms used but not defined herein have the meanings given to them in
the Agreement.
WHEREAS, the Fund and the Adviser wish to amend the Agreement to change the
notice provision; and
WHEREAS, the Directors of the Fund, including a majority of the Independent
Directors, approved this Amendment at a meeting held on November 18, 2005;
NOW, THEREFORE, pursuant to Section 14 of the Agreement, the Fund and the
Adviser agree as follows:
1. Section 17 of the Agreement is hereby amended to delete the requirement
to give notice to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.
2. Except as set forth herein, the provisions of the Agreement remain in
full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed
as of the ___ day of _____________, 2005.
KIEWIT INVESTMENT FUND LLLP
By: ________________________
Name: ________________________
Title: ________________________
OFFIT HALL CAPITAL MANAGEMENT LLC
By: ________________________
Name: ________________________
Title: ________________________
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