EXHIBIT 99(d)(12)
THIRD AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
FOR
THE OAKMARK EQUITY AND INCOME 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 EQUITY AND INCOME 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 0.75% up to $5 billion,
0.70% from $5-7.5 billion, 0.675% from $7.5-10 billion, 0.65% from
$10-12.5 billion and 0.60% on net assets in excess of $12.5 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: November 1, 2004
XXXXXX ASSOCIATES INVESTMENT TRUST
By: ______________________________
XXXXXX ASSOCIATES L.P.
by Xxxxxx Associates, Inc.
its General Partner
By:_____________________________
