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 0000
(xxx 0000 Xxx ) asan 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
chargesand expenses to be assumed and to be paid by the Adviser
hereunder, the Trustshall 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
