Exhibit 77 Q (1) (e)
ADDENDUM TO INVESTMENT COUNSEL AGREEMENT
AGREEMENT made in Boston, Massachusetts,
this 22nd day of September, 2003, between
Longleaf Partners International Fund (the ?Fund?),
the third series of LONGLEAF PARTNERS FUNDS
TRUST, a Massachusetts business trust,
and SOUTHEASTERN ASSET MANAGEMENT,
INC., a Tennessee corporation (hereinafter referred
to as ?the Investment Counsel.?).
In consideration of the mutual covenants herein
made, the Fund and the Investment Counsel
understand and agree as follows:
1. Recitations.
The Fund is an investment company registered
with the Securities and Exchange Commission
under the provisions of the Investment
Company Act of 1940, and was organized
pursuant to an Amendment effective August
11, 1998 to the Declaration of Trust of
Longleaf Partners Funds Trust, originally
effective on November 26, 1986, under the
name Southeastern Asset Management
Value Trust (the ?Master Trust?). The
Investment Counsel is an investment adviser
registered with the Securities and Exchange
Commission under the Investment Advisers
Act of 1940. The Fund and the Investment
Counsel are parties to an Investment Counsel
Agreement dated August 11, 1998, and
subsequently renewed from time to time
(the ?Agreement?) under which the Investment
Counsel provides investment advisory and
management services to the Fund.
The Board of Trustees of the Fund and the
Investment Counsel, in connection with
the renewal of the Investment Counsel
Agreement for the period November 1, 2003
through October 31, 2004, have agreed to
reduce the investment counsel fee on assets
above $2.5 billion from 1.5% per annum of
the Fund?s average daily net assets to 1.25%
of average daily net assets.
2. Amendment of Section 6.
The Investment Counsel and the Fund hereby
agree that effective immediately, Section 6 of the
Agreement shall be replaced with the following:
6. For the services to be rendered, the
facilities furnished, and the expenses
assumed by the Investment Counsel,
the Fund shall pay to the Investment Counsel
an Investment Counsel Fee which shall be
accrued daily and paid monthly in arrears
equal to 1.50% per annum of the Funds
average daily net assets on the first
$2,500,000,000 in average daily net
assets and 1.25% per annum for all
additional average daily net assets.
Such calculations shall be made by
applying 1/365ths of the annual rate to
the Fund?s net assets each day determined
as of the time the net asset value is determined
on that day or if the net asset value
is not determined on that day, on the last
previous business day it was so determined.
If this Agreement becomes effective
subsequent to the first day of a month or
shall terminate before the last day of a
month, compensation for the part of the
month this Agreement is in effect shall
be prorated in a manner consistent with the
calculation of fees as set forth above. Subject
to the provisions of paragraph 8 hereof,
payment of the compensation to the
Investment Counsel for the preceding
month shall be made as promptly as
possible after completion of the computations
described in paragraph 8 hereof.
IN WITNESS WHEREOF, the parties have
executed this Addendum this 22nd day of September, 2003.
Southeastern Asset Management, Inc.
_/s/ X. Xxxxx Hawkins_____
By: O. Xxxxx Xxxxxxx
Chairman & CEO
Longleaf Partners International Fund
/s/ Xxxxxxxx X. Child __
By: Xxxxxxxx X. Child
Trustee
