SECOND AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
FOR
THE OAKMARK 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 Fund (the
"Fund") dated October 30, 2000, as heretofore amended, is further 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
1.00% up to $2 billion, 0.90% from $2-3 billion, 0.80% from $3-5 billion, 0.75%
from $5-7.5 billion, 0.70% from $7.5-10 billion and 0.65% on net assets in
excess of $10 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: November 1, 2004
XXXXXX ASSOCIATES INVESTMENT TRUST
By: ______________________________
XXXXXX ASSOCIATES L.P.
by Xxxxxx Associates, Inc.
its General Partner
By: ______________________________
