EXHIBIT 23(d)(2)
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
Fund's 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. Longleaf Partners
International Fund
/s/ O. Xxxxx Xxxxxxx /s/ Xxxxxxxx X. Child
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By: O. Xxxxx Xxxxxxx By: Xxxxxxxx X. Child
Chairman & CEO Trustee
