INVESTMENT RESEARCH AND CLIENT
SERVICES AGREEMENT
THIS INVESTMENT RESEARCH AND CLIENT
SERVICES AGREEMENT (the Agreement) is
entered into as of the 1st day of November, 2007,
or upon satisfaction of all conditions precedent set
forth in Section 4, whichever date is later, by and
between Southeastern Asset Management, Inc., a
Tennessee corporation, having its office at 0000
Xxxxxx Xxxxxx Xxxxx 000, Xxxxxxx, Xxxxxxxxx
00000 (hereinafter referred to as Southeastern)
and Southeastern Asset Management International
(UK) Ltd., having its office at 00 Xxxxx Xxxxx Xxxxxx,
Xxxxxx, X0X0XX (hereinafter referred to as SAMI)
PREAMBLE
WHEREAS, Southeastern is an investment adviser
registered with the United States Securities and
Exchange Commission (SEC) under the
Investment Advisers Act of 1940 and provides
investment management services to various
institutional clients around the world, including but
not limited to the three series of Longleaf Partners
Funds Trust (Longleaf), an open-end management
investment company registered with the SEC under
the Investment Company Act of 1940 (the 40 Act); and
WHEREAS, Southeastern intends to retain full
investment discretion and responsibility for the
management of its clients portfolios; and
WHEREAS, Southeastern has formed SAMI for
the purpose of assisting Southeastern in its research
of non-US companies and servicing certain of its
clients and potential clients; and
WHEREAS, SAMI wishes to provide to
Southeastern the investment research services and client
services described below, and its personnel have
sufficient resources and experience to provide these
services to Southeastern; and
WHEREAS, SAMI will be providing services from its
offices in London, and intends to comply with all
applicable requirements of the UK Financial Services
Authority (FSA) and SEC, and intends to obtain and
maintain registration with both the FSA and SEC, as its
activities may require;
NOW, THEREFORE, in consideration of the
mutual covenants, promises, representations and
warranties set forth herein, the parties agree as follows:
SECTION 1 SERVICES PROVIDED
A. INVESTMENT RESEARCH EXCLUSIVELY
FOR SOUTHEASTERN. SAMI shall provide to
Southeastern such investment research as Southeastern
shall request from time to time. The research
shall be primarily focused on non-US issuers in
markets worldwide, and SAMI shall provide such
factual information, research reports and investment
recommendations as Southeastern may require.
Such information may include written and oral reports,
and shall be exclusively provided to Southeastern
for internal use within Southeastern. SAMI shall
not provide investment research to any third
parties. Southeastern shall retain final investment
discretion regarding each of its clients portfolios,
and SAMI shall have no authority to execute
trades on behalf of Southeastern clients. SAMI
and its personnel shall comply with all of
Southeastern and XXXXx policies and procedures,
as well as SEC and FSA rules, in providing investment
research services hereunder.
B. PERIODIC CLIENT SERVICE AND
MARKETING ACTIVITIES. Periodically, Southeastern
may request that SAMI personnel attend meetings or
have telephone conversations with Southeastern clients
for the purpose of reporting on investments in a
Southeastern clients portfolio, and SAMI personnel
shall attend such meetings or handle such calls as
Southeastern may request. In addition, Southeastern
may request that SAMI personnel attend meetings
or participate in telephone conversations with prospective
Southeastern clients, to report on Southeasterns
investment process and philosophy, and SAMI personnel
shall provide such services as requested by Southeastern.
Any such client services or promotional activities carried
out on Southeasterns behalf will be handled in
accordance with Southeastern and XXXXx policies and
procedures, as well as SEC and FSA rules.
C. CUSTOMER CONTRACTS. In the event
Southeastern elects to provide investment management
services to a client contacted by SAMI, Southeastern
shall enter into all relevant contracts directly with such
clients, and SAMI shall not enter any such contracts.
SECTION 2 FEES
For the provision of the services set our herein:
A. Southeastern shall pay SAMI, and SAMI agrees
to accept, in full consideration of the services provided
hereunder an annual aggregate fee of US ten million dollars
($10,000,000).
B. No Southeastern client, including any
series of Longleaf, shall be directly responsible for any
fees or expenses due to SAMI hereunder. All such fees and
expenses shall be paid solely and directly by Southeastern.
SECTION 3 TERM AND TERMINATION
A. Subject to prior termination as provided in subparagraph
(C) of this Section 3, this Agreement shall continue in force
until October 31, 2008, and indefinitely thereafter, but only
so long as the continuance after such period shall be
specifically approved at least annually by a vote of the
Longleaf Board of Trustees, or by vote of a majority of the
outstanding voting securities of each series of Longleaf.
B. This Agreement may be modified by mutual
consent of the parties, subject to the provisions of Section
15 of the 40 Act, as modified by or interpreted by any
applicable order or orders of the SEC, or any rules or
regulations adopted by, or interpretative releases or no-action
letters of, the SEC.
C. Southeastern may, at any time and without any
prior written notice to the other parties to this Agreement
and the Board of Trustees of Longleaf, terminate this Agreement
without payment of any penalty. Longleaf may at any time on
sixty (60) days prior written notice to the parties to this
Agreement, terminate this Agreement as it relates to Longleaf,
without payment of any penalty, by action of the Board of
Trustees of each series of Longleaf, or by vote of a majority
of each series outstanding voting securities. This
Agreement shall terminate automatically in the event of its
assignment as that term is interpreted by the staff of the SEC.
SECTION 4 CONDITIONS PRECEDENT
A. This Agreement shall become effective only after
SAMI has been authorized by the FSA to perform the
regulated activities of advising on investments and arranging
deals in investments, has been registered with the SEC
under the Investment Advisers Act of 1940, and any SAMI
personnel required to pass Training and Competence exams
under FSA regulations have done so.
B. This Agreement and the terms of any continuance
or modification of this Agreement must have been approved by
the vote of a majority of the Board of Trustees of each series of
Longleaf who are not parties to this Agreement or interested persons
of any such party, cast in person at a meeting called for the purpose
of voting on such approval.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered by
their proper and duly authorized officers as of the day and year
first above written.
Southeastern Asset Management, Inc.
a Tennessee corporation
By: _________________________
Name: ______________________
Title:_________________________
Southeastern Asset Management International (UK) Ltd.
a UK limited corporation
By:____________________________
Name:__________________________
Title:__________________________
4
