Southeastern Asset Management Inc

Item 5 – Fees and Compensation

5.A.    Adviser Compensation

Southeastern charges an asset management fee which is generally based on the fair market value of the assets
in the portfolio either on the last business day of the quarter or the average of the monthly values during the
quarter, depending on contractual terms. The minimum for a new account relationship is $25 million. Exceptions
may apply on a case by case basis. In certain cases fees are negotiable depending on a variety of factors.

Annual Fees charged for US Equity Accounts (Primarily US securities): 0.75% on all assets;

Annual Fees charged for Global Equity Accounts (Mix of US and non-US securities):

                    $0 - $50 Million                      .90%
                    Over $50 Million to $100 Million      .875%
                    Over $100 million                     .750%

Annual Fees charged for Asia-Pacific Accounts (Primarily securities from the Asia-Pacific region):

                    $0 - $50 Million                      1.15%
                    Over $50 Million to $100 Million      1.00%
                    Over $100 million                     .90%

Fees for accounts designated as Small-Cap are 1% annually on the first $25 million market value of the account,
and .75% on the balance.

In certain cases where it is mutually agreeable between the client and Southeastern, a performance based fee
may be charged. This fee is negotiated and may vary from account to account, but in all cases is designed to
comply with the Investment Advisers Act of 1940 and various state and federal laws which may apply.

Fees have changed over time and therefore certain older accounts have fee structures that vary from the above.

A company will generally be considered Non-US if organized, traded or headquartered outside the United States.
A business organized, traded or headquartered in the U.S. may also qualify as Non-US if at least 50% of its
assets are outside the U.S. or 50% of its gross income is from non-U.S. sources. Similarly, a company organized,
traded or headquartered outside the United States may still be considered U.S. if its assets or operations are
primarily in the United States. Likewise, a company may be considered Asia-Pacific if organized, traded or
headquartered in the Asia-Pacific region, or if 50% of its assets or gross income are derived from the Asia-Pacific
region.

5.B.    Direct Billing of Advisory Fees

Almost all fees are billed quarterly in arrears, and exclude other fees such as brokerage commissions and
custodial fees. Clients generally pay their fees and determine whether or not the fees are paid from the client
account or billed separately. Southeastern rarely deducts fees from client accounts, and will only do so at the
client’s request and in compliance with Rule 206(4)-2.

5.C.    Other Non-Advisory Fees

Not included in Southeastern’s investment management fees are other charges you will pay in connection with
maintaining and operating a portfolio, such as custodian charges and brokerage commissions. Please see Item
12, page 20, for a discussion of brokerage commissions.

Prospects who do not meet the minimum for a separately managed account and who choose to invest in the
Longleaf Partners Funds should read the Prospectus and Summary Prospectus carefully for a discussion of
investment objectives, management fees, expenses and risks. Fees discussed in Item 5 A. relate to separately
managed accounts only. Please see Item 5 E. 2. for more information.

5.D.    Advance Payment of Fees

Southeastern does not charge fees in advance.

5.E.    Compensation for Sale of Securities or Other Investment Products

Southeastern is an investment adviser selling only its own products and services, and while certain supervised
persons may be registered representatives of a broker dealer and are compensated in part based on cultivation,
procurement and/or retention of client relationships (whether private account or fund products), there should be
no expectation that Southeastern’s supervised persons would recommend a product or service other than
Southeastern’s to clients. Thus, other than disclosure in this ADV Part 2A, there is no separate policy to disclose
a conflict to clients. Unlike brokers and/or advisers that sell their clients products and services of third parties who
pay compensation for these selling efforts, Southeastern receives no compensation from third parties for selling
their products. The Longleaf Partners Funds we sell are no-load, so those funds are not paying for selling efforts.
Longleaf pays Southeastern fees for investment management and administration services, as more fully
described in the Longleaf Partners Funds Prospectus.

Clients who wish access to Southeastern’s investment management services through a private account must
come to Southeastern directly and meet the private account minimum. Parties who wish access to Southeastern’s
services through one of the Longleaf Partners Funds may invest directly, and pay no fees other than those stated
in the Funds’ Prospectus. Alternatively, Longleaf shares may be purchased through brokerage firms and other
intermediaries, but investors will be subject to the charges, expenses and procedures of the particular broker or
intermediary, as well as the expenses of the Funds.

Please call (800) 445-9469 or view our website, southeasternasset.com, for current performance information of
the Longleaf Partners Funds and https://connect.rightprospectus.com/Longleaf/TADF/543069108/P for a copy
of the Funds’ current Prospectus and Summary Prospectus, both of which should be read carefully for a
discussion of investment objectives, management fees, expenses, and risks. Past performance is no guarantee
of future performance, fund prices fluctuate, and the value of an investment at redemption may be more or less
than purchase price.

Item 7 – Types of Clients

Southeastern’s clients include but are not limited to wealthy individuals, pension plans, trusts, university
endowments, charitable organizations, investment companies, sovereign wealth funds, private funds and other
similar institutional clients. The private account minimum is $25 million for US Equity and Global Equity, and $10
million for Asia-Pacific Equity. Depending on client guidelines, US accounts hold primarily US securities, Asia-
Pacific Accounts hold primarily Asia-Pacific securities and Global Accounts are targeted at approximately a 50/50
mix of US and non-US securities, although the mix may vary from this target. Southeastern also manages a few
Small-Cap accounts. The firm manages an Asia-Pacific private fund with a lower investment minimum than
private accounts.