EXHIBIT 99(d)(3)
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: ______________________________
