Exhibit 23(d)(2)
ADDENDUM TO INVESTMENT COUNSEL AGREEMENT
AGREEMENT made in Boston, Massachusetts, this 14th day of October, 2002, 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, concurrently with the Boards of Trustees of
the other existing series of the Master Trust, sitting as the Board of Trustees
of the Master Trust, has elected to change the annual renewal date of the
Agreement from August 1 of each year to November 1 of each year.
2. RENEWAL AND AMENDMENT.
The Investment Counsel and the Fund hereby renew the Agreement for an additional
term of one year, beginning November 1, 2002.
IN WITNESS WHEREOF, the parties have executed this Addendum this 14th day of
October, 2002.
SOUTHEASTERN ASSET MANAGEMENT, INC. LONGLEAF PARTNERS
INTERNATIONAL FUND
____________________________ ___________________________
By: O. Xxxxx Xxxxxxx By: Xxxxxxxx X. Child
Chairman of the Board Trustee
