The SEC has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

You should be aware that the Funds:

 

•	Are not bank deposits;
•	Are not guaranteed, endorsed, or insured by any financial institution or governmental entity such as the Federal Deposit Insurance Corporation (FDIC); and
•	May not achieve their stated goals.

 

 

 

 

 

2  n  Prospectus 2012	Partners Fund

 

Partners Fund Summary

 

 

 

Partners Fund	Longleaf Partners Funds  n  3

 

 

 

 

4  n  Prospectus 2012	Partners Fund

 

Partners Fund Summary

 

 

Small-Cap Fund	Longleaf Partners Funds  n  5

 

Small-Cap Fund Summary

 

 

 

 

6  n  Longleaf Partners Funds	Small-Cap Fund

 

Small-Cap Fund Summary

 

 

Principal Investment Strategy (continued)

 

Definition of Small-Cap   §  Currently, a company will be considered small cap if its market capitalization at the time of purchase is within the range of companies in the Russell 2000 Index, the S&P Small-Cap 600 Index, or the Wilshire US Small-Cap Index during the most recent 12-month period (based on month-end data). This capitalization range will change over time. At March 31, 2012, the top of this range was $5.956 billion.

 

Small-Cap Fund	Longleaf Partners Funds  n  7

 

 

 

 

8  n  Longleaf Partners Funds	Small-Cap Fund

 

Small-Cap Fund Summary

 

 

International Fund	Longleaf Partners Funds  n  9

 

International Fund Summary

 

 

 

 

10  n  Longleaf Partners Funds	International Fund

 

International Fund Summary

 

 

Principal Investment Strategy (continued)

 

Definition of Non-U.S.   §  A company will generally be considered non-U.S. if headquartered outside the United States or if at least 50% of its assets are outside the U.S. or 50% of its gross income is from non-U.S. sources.

 

International Fund	Longleaf Partners Funds  n  11

 

 

 

 

12  n  Longleaf Partners Funds	International Fund

 

International Fund Summary

 

 

Global Fund	Longleaf Partners Funds  n  13

 

Global Fund Summary

 

 

 

 

14  n  Longleaf Partners Funds	Global Fund

 

Global Fund Summary

 

 

Principal Investment Strategy (continued)

 

of its assets are outside the U.S. or 50% of its gross income is from non-U.S. sources.

 

Global Fund	Longleaf Partners Funds  n  15

 

 

 

16  n  Longleaf Partners Funds	Global Fund

 

Global Fund Summary

 

 

	Longleaf Partners Funds  n  17

 

About The Funds

 

 

Governing Principles   §  The Longleaf Partners Funds represent an investment partnership between all Fund shareholders and the employees and affiliates of the Funds’ manager, Southeastern Asset Management, Inc. (“Southeastern”), who are the Funds’ largest owners. Southeastern will use its best efforts to apply the following principles to this investment partnership:

 

•	We will treat your investment as if it were our own.
•	We will remain significant investors in Longleaf Partners Funds.
•	We will invest for the long term, while striving to maximize returns and to minimize business, financial, purchasing power, regulatory, and market risks.
•	We will choose each equity investment based on its discount from our appraisal of its corporate intrinsic value, its financial strength, its management, its competitive position, and our assessment of its future earnings potential.
•	We will focus our assets in our best ideas.
•	We will not impose loads or 12b-1 charges on mutual fund shareholders.
•	We will consider closing to new investors if closing would benefit existing clients.
•	We will discourage short-term speculators and market timers.
•	We will continue our efforts to enhance shareholder services.
•	We will communicate with our investment partners as candidly as possible.

 

Our Philosophy   §  We are value investors. We view equity investments as ownership in a business enterprise. The Funds seek to achieve superior long-term performance by acquiring equity securities of what we believe are growing, financially sound companies managed by capable, honorable individuals at market prices significantly below our assessment of their business values. We sell stocks when they approach our appraisals. We seek to determine business or intrinsic value through financial analysis and established disciplines which we have consistently applied over 37 years. We believe equities purchased at prices substantially less than their intrinsic worth will protect capital from significant permanent loss and also should appreciate substantially if the market recognizes the company’s economic value.

 

Process   §  All of the Longleaf Partners Funds seek long term capital growth and follow the same investment disciplines and appraisal methods. Our analysts, working as a team, seek competitively entrenched companies we believe can enhance their advantages and are operated by trustworthy, capable, shareholder-oriented managers. Generally, when the common stock is available at 60% or less of our conservative appraisals, and when the investment has been qualified, both quantitatively and qualitatively, we purchase a position for the Fund or Funds whose universe most closely fits the company.

 

How We Achieve Our Investment Objectives

The following section discusses the principal investment strategies we use to achieve each Fund’s objective.

 

Determining Business or Intrinsic Value   §  Our research team appraises businesses by studying financial statements, regulatory information, trade publications, and other industry and corporate data, and by talking with corporate management, competitors, and suppliers.

 

We use two primary methods of appraisal. The first seeks to assess the company’s liquidation value based on the current economic worth of corporate assets and liabilities. The second method seeks to determines the company’s ongoing value based on its ability to generate free cash flow after required capital expenditures and working capital needs. We calculate the present value of the projected free cash flows plus a terminal value, using a conservative discount rate. We believe our appraisal represents the price that informed buyers and sellers would negotiate in an arms length sale. We then check our appraisals against our data base of comparable historic transactions.

18  n  Prospectus 2012

 

About The Funds

 

Other Investment Criteria   §  In addition to significant estimated undervaluation, we also look for the following when selecting investments:

 

•	Good Business.  We look for businesses that possess, in our opinion, a number of qualities. First, we must be able to understand both the fundamentals and the economics of a business. Second, a strong balance sheet helps protect a company during slow economic times and enables a business to seize opportunities when they arise. Third, a sustainable competitive advantage in market share, dominant brands, cost structure, or other areas, helps ensure the strength and growth of a company. Fourth, a business must be able to generate and grow free cash flow from operations. Finally, pricing power enables a company to pass cost increases to consumers rather than absorbing them in lower margins.
•	Good People.  We look for businesses whose managements possess, in our opinion, four primary qualities. They should be capable operators who can run the business profitably. They should be capable capital allocators who will build shareholder value through wisely reinvesting the free cash flow that the business generates. They should be shareholder oriented in their actions and decisions. They should have the proper incentives with much of their net worth tied to the company’s results.

 

Although a company may not meet all the investment criteria above, we must believe that significant unrealized value is present before making an investment.

 

Allocation of Investment Ideas   §  When a company qualifies for purchase, we generally allocate small-cap stocks to the Small-Cap Fund, non-U.S. names to the International Fund, and mid and large-cap U.S. stocks to the Partners Fund. With a mix of U.S. and non-U.S. securities, the Global Fund will often participate in allocations of the same securities we purchase for the other Funds, depending on its current holdings and cash levels. As a result, more than one Fund may own a single security. For example, an overseas company might be in each of the International Fund, the Global Fund, and Partners Fund. If the Fund most closely aligned with a security is fully invested or otherwise unable to buy a position, another Fund (subject to its own investment policies and guidelines) might purchase that security.

 

How Companies May Reach Intrinsic Value   §  We generally sell a holding when its market price reaches our appraisal. Undervalued businesses may reach our estimate of their intrinsic worth in several ways.

 

•	Market Realization.  Over time the market may recognize the business’s true value. As companies with strong management and true earnings power report better earnings, the price of the stock generally rises.
•	Mergers and Acquisitions.  Undervalued companies often attract acquirors, or large owners may seek a buyer.
•	Management Buy-Outs.  Corporate management may obtain funding to buy out shareholders and take the company private.
•	Liquidations.  A company may partially or fully liquidate its assets or operations through spin-offs of subsidiaries or sales of a portion of the business.
•	Share Repurchase Programs.  When a company’s stock is undervalued, repurchasing outstanding shares increases value per share. If repurchasing shares is the capital allocation choice with the highest return, management can grow the value of the business and shrink the number of owners sharing the returns.

 

Portfolio Turnover   §  We are long-term owners, not traders or speculators. Generally, our time horizon when purchasing a company is five or more years. We will generally hold the stock as long as we believe a margin of safety exists between price and value, and we remain confident in management’s ability to create additional value.

 

Annual portfolio turnover for the past three years has ranged from approximately 15% to approximately 44% across the Funds. There are no limits on portfolio turnover, however, and we sell portfolio holdings whenever we believe that sales would benefit Fund shareholders.

	Longleaf Partners Funds  n  19

 

 

Other Investments   §  All Funds may invest a portion of assets in cash equivalents and, as a non principal strategy, a wide variety of securities other than common stock including convertibles, preferred stock, debt securities, private placements, warrants, puts, calls, options, short sales, swaps, futures, and combinations of these instruments.

 

Cash Reserves   §  Normally, cash reserves and money market instruments do not exceed 15% of net assets. If, however, we have difficulty finding attractive investments, require cash to meet expected liquidity needs or otherwise believe it would benefit a Fund, all or any portion of Fund assets may be held in cash reserves. As a result, there may be periods when the percentage of securities qualifying as “small cap” or “international” fall below the normal levels described in the investment policies of the Small-Cap, International, and Global Funds. Holding cash reserves can penalize short-term performance in rising markets, but during market declines cash may allows us to purchase securities at discounted prices. Previously when cash has risen to over 20% for a prolonged period and inflows have continued to increase, we generally have closed the affected Funds. While we may hold any portion of assets in cash reserves for temporary defensive purposes during adverse market, economic or political conditions, we believe such conditions generally create opportunities for us to put excess cash to work.

 

20  n  Prospectus 2012

 

About The Funds

 

thin, our ability to dispose of such securities may be more limited.

 

Focused Geographic Risks   §  Particularly with respect to the International and Global Funds, Longleaf does not limit the percentage of assets invested in any particular geographic region or country. Accordingly, there may be periods when a Fund has significant exposure to a particular region or country, so that negative events occurring in that area would have a greater adverse impact on performance than they would on more geographically diversified funds.

 

Other risks include the following:

 

Puts, Calls, Options, Short Sales, Swaps and Financial Futures   §  The Funds may invest selectively in a wide variety of put and call options, futures, swaps, combinations of these techniques, and in other similar financial instruments and may engage in short sales. Generally, these investments or techniques are used for hedging purposes, to increase returns, or as an alternative to owning the underlying security. These techniques have risks. Gains on investments in options and futures and on short sales depend on correctly predicting the direction of stock prices, interest rates, and other economic factors. If these instruments do not perform as we anticipate, or if a Fund were not able to close out its position, a significant loss could occur. With respect to swaps and other derivative contracts, the Funds also bear the risk of loss of the amount expected to be received under the contract in the event of default or bankruptcy of a derivative counterparty. Derivatives also involve the risk of mispricing or improper valuation, the risk of ambiguous documentation, and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. In addition, a Fund’s use of derivatives may increase or accelerate the amount of taxes payable by shareholders. Suitable derivative transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in these transactions to reduce exposure to other risks or that, if used, such strategies will be successful. Finally, federal legislation has been recently enacted in the U.S. that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. While the ultimate impact is not yet clear, these changes could restrict and/or impose significant costs or other burdens upon the Funds’ participation in derivatives transactions.

 

Liquidity Risk   §  Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring a Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations. Funds with principal investment strategies that involve securities of companies with smaller market capitalizations, non-U.S. securities, restricted and illiquid securities, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Particularly with respect to small-cap issuers, we may take relatively large ownership positions, and may purchase the same security for the Funds and for Southeastern’s other clients. Depending on market and trading conditions, disposing of such holdings could be more difficult ( i.e. , at a lower price or with greater delay than desired) than if Southeastern owned a smaller amount. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In such cases, a Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities or instruments, may be unable to achieve its desired level of exposure to a certain issuer or sector.

 

Each Fund may hold up to 15% of its net assets in securities that cannot be sold within seven business days at approximately the price at which the Fund has valued them. Restricted or non-registered securities may be sold only in privately negotiated transactions or in limited amounts under other exemptions. A Fund might have to pay the registration expenses to sell such a position.

 

Bonds and Fixed Income Securities   §  The Funds may invest up to 15% of assets (at the time of purchase) in both investment and non investment

	Longleaf Partners Funds  n  21

 

 

grade corporate and governmental bonds. A Fund could lose money if the issuer or guarantor of a fixed income security is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. High yield or non-investment grade bonds (also known as “junk bonds”) have higher credit risk than investment grade securities. Fixed income securities are also subject to interest rate risk, which is the risk that they will decline in value because of changes in interest rates.

 

More detailed information on investments and investment techniques appears in the Statement of Additional Information.

 

 

 

Investment Adviser   §  Investment Adviser. Southeastern Asset Management, Inc. (“Southeastern”) is the Funds’ investment adviser. Formed in 1975, the firm has over 37 years of experience managing securities portfolios for institutional investors and individuals. Located in Memphis, Tennessee, Southeastern managed more than $34.0 billion in private account and mutual fund assets at March 31, 2012.

 

Southeastern Asset Management International (UK) Ltd. (“Southeastern UK”), located at 7 Savile Row, 3rd Floor, London, UK, W 153 PE, is a UK limited company 100% wholly owned by Southeastern. Southeastern UK serves as an investment subadviser to provide international research and client services. Southeastern Asset Management International (Singapore) Pte. Ltd. (“Southeastern Singapore”) located at 501 Orchard Road #05-10, Wheelock Place, Singapore, is a Singapore limited company 100% wholly owned by Southeastern, and provides fund management as a subadviser. Southeastern pays all fees associated with Southeastern UK and Singapore, and Southeastern remains the party responsible for managing the Funds.

 

Code of Ethics   §  To align our interests with those of Longleaf shareholders and other Southeastern clients and to prevent conflicts of interest, our Code of Ethics requires all employees to limit their investments in publicly offered equity securities to funds advised by Southeastern, unless granted an exception for other securities transactions. Employees must report their personal securities transactions quarterly. Any material violation of the Code of Ethics is reported to the Boards of the Funds. The Boards also review the administration of the Code of Ethics annually, and Trustees must obtain clearance before making purchases of publicly offered equity securities to avoid conflicts of interest. The Code of Ethics also prohibits market timing and selective disclosure of portfolio holdings.

 

Disclosure of Portfolio Holdings   §  The Funds’ policies and procedures related to disclosing Fund portfolio securities are included in the Statement of Additional Information, which is available without charge upon request by calling (800) 445-9469 or by visiting our website, southeasternasset.com.

 

Management Services   §  Southeastern manages the securities portfolios of the four Longleaf Partners Funds under an Investment Counsel Agreement initially effective in 1987. Southeastern also serves as Fund Administrator, providing administrative, business, legal and compliance services. The Funds are responsible for payment of all direct operating expenses, such as custodian and transfer agent fees, Trustees’ fees, professional fees of outside lawyers and accounting firms, registration fees, trade association dues, printing, postage, insurance premiums, costs of outside pricing vendors, and the costs of computer programs dedicated to Fund operations.

	Longleaf Partners Funds  n  23

 

 

Ken I. Siazon

(Principal, Southeastern since 2006 )
Co-Portfolio Manager
of International Fund

 

Advisory and Administration Fees   §  The Funds paid Southeastern the following annual fees as a percentage of average net assets for the services rendered:

 

Fund			Investment Counsel Fee						Administration Fee
			Stated Fee			Actual 2011 Fee			Actual 2010 Fee
Partners Fund			1.00% on first $400 million in average net assets; 0.75% on balance			0.76%			0.10%
Small-Cap Fund			1.00% on first $400 million in average net assets; 0.75% on balance			0.78%			0.10%
International Fund			1.20% on first $500 million in average net assets; 1.00% on balance			1.18%			0.10%
Global Fund			[                             ]			[     ]			[     ]

 

A discussion of factors considered by the Boards of Trustees in electing to renew the Investment Counsel and Fund Administration Agreements with Southeastern is contained in Longleaf’s Annual Report.

 

Portfolio Managers   §  The individuals identified as portfolio managers are senior members of Southeastern’s research team, which is responsible for stock selection. Portfolio managers oversee the structuring of portfolios for consistency with Fund guidelines and regulatory requirements. The Statement of Additional Information provides additional information about portfolio manager compensation, other accounts managed by the portfolio managers, and each manager’s Fund ownership.

 

Team Approach   §  Day-to-day management of portfolios is a team effort, requiring the involvement of Southeastern’s full research staff. Southeastern believes that each of its clients, including the Longleaf Partners Funds, should have the full benefit of Southeastern’s skill and experience. Each analyst is a generalist, charged with generating ideas for any portfolio in any industry or country. Once an investment idea is generated, it faces the scrutiny of the full research team, and must qualify under Southeastern’s strict investment criteria before it may be implemented for a Fund. This team approach reinforces Southeastern’s disciplines, as each team member participates in the analysis and evaluation of every analyst’s ideas. Once an idea qualifies for investment by a Fund, the research team decides the Fund(s) appropriate to own it.

 

To monitor individual client guidelines, regulatory requirements, cash movements, and progress regarding purchases and sales of securities, portfolio managers work closely with Southeastern’s trading, legal, accounting, compliance, and client service functions. Portfolio managers receive routine reports from each of these departments to facilitate day-to-day management of portfolios, and to ensure that investment decisions are consistent with client mandates and regulatory requirements.

 

Fund Operations   §  Each Fund has a separate Board of Trustees which oversees all operations of the particular Fund. The same Trustees serve all four Funds. 75% of the Trustees are independent of and not affiliated with Southeastern. The investment and administrative functions for each Fund are performed or supervised by the officers and employees of Southeastern under investment advisory and fund administration agreements with each of the Funds. Information on employment experience and educational backgrounds of the Funds’ Trustees appears in the Statement of Additional Information.

 

General Information

Funds Closed to New Investors   §  The Small-Cap Fund is closed to new shareholders unless you meet one of the exceptions outlined below. The Funds are not for offer or sale in jurisdictions

24  n  Prospectus 2012

 

Shareholder Manual

 

outside the United States where such offer or sale would not be lawful.

 

Minimum Initial Investment   §  The minimum initial investment for each account is $10,000. Exceptions to the investment minimum are outlined below. Other than our $100 minimum for automatic monthly investment plans, there is no minimum amount required for subsequent investments. All purchases are subject to acceptance, and we may reject purchases to protect other shareholders.

 

Exceptions To Investment Minimum And Closed Funds

Prior Approval for Exceptions   §  Approval for exceptions must be obtained by calling Southeastern at (901) 761-2474 prior to making your investment. We reserve the right to make additional exceptions or otherwise modify these exceptions at any time and to reject any investment for any reason.

 

Exceptions to $10,000 Investment Minimum   §  The following investors may open a new account in any open Fund with an initial investment of less than $10,000:

 

•	Family members of shareholders who have at least $250,000 invested in one of the Longleaf Partners Funds may open one or more accounts in the same Fund for a $5,000 initial investment.
•	Employees of Southeastern and their family members and Longleaf service providers may open new accounts with a $1,000 initial investment.
•	Individual financial advisors and consultants whose clients aggregate over $10,000 may add new clients below the minimum.
•	Institutions and affiliates of institutions having a strategic investment advisory relationship with Southeastern may open client accounts below the minimum.

 

Closed Fund Exceptions   §  The following investors may open new accounts in a closed Fund for an initial investment of $10,000 if approved by Southeastern:

 

•	Existing shareholders in a closed Fund and their spouse or minor child may open accounts in the same Fund.
•	Individual financial advisors and consultants who have maintained accounts in a closed Fund since its closing date may add new clients to that Fund.
•	Institutions and affiliates of institutions having a strategic investment advisory relationship with Southeastern.
•	Employees of Southeastern and their family members and Longleaf service providers may open new accounts.

 

Transfer Agent   §  BNY Mellon Asset Servicing (US) Inc. (“BNY Mellon”), of Westborough, Massachusetts, handles all shareholder purchases, redemptions and account changes. Please direct your requests and questions about your account to BNY Mellon at (800) 445-9469. Southeastern Asset Management, Inc. (“Southeastern”) does not process transactions. All account maintenance correspondence and transaction instructions must be sent to BNY Mellon for processing.

 

Account Access Information   §  You may obtain personal account information through the Funds’ website, southeasternasset.com, or by calling our shareholder services associates at (800) 445-9469.

 

Market Timing and Short-term Trading   §  The Funds are intended for long-term investors and do not knowingly permit short-term trading or market-timing. Frequent trading into or out of a Fund may harm performance by disrupting portfolio management strategies, by increasing expenses, or by diluting the value of fund shares held by long-term shareholders. If you engage in short-term trading of shares (whether held directly or through an intermediary), Longleaf may suspend or terminate your ability to make further purchases.

 

The Funds’ Trustees have established procedures to monitor trading regularly and to use fair value pricing. Longleaf, in its sole discretion, may consider it a violation of the excessive trading policy if you sell shares within 30 days of a purchase or

	Longleaf Partners Funds  n  25

 

 

enter into a series of transactions indicative of an excessive trading pattern. In such instances, the Funds may temporarily or permanently bar your future purchases in that Fund or all the Funds. A shareholder’s history in any Fund, including other accounts under common ownership or control, may determine whether the Fund will stop the shareholder’s purchases.

 

In addition, Longleaf reviews trading activity for substantial redemptions or exchanges within six months of purchase. These transactions may trigger the rejection of future Longleaf purchases within the next six months. The determination of what is “substantial” is made solely by Longleaf. Thus, even if you are not a literal “market timer,” if your investment horizon is not at least six months, you should not buy shares of a Longleaf Fund.

 

Certain non-discretionary transactions and exceptional circumstances may fall outside the short-term trading prohibitions, but Longleaf will make such determinations in its sole discretion, and reserves the right to reject any purchase to protect long-term shareholders. The Trustees may alter these policies and procedures without prior notice to shareholders.

 

Pursuant to SEC Rule 22c-2, the Funds have made contractual arrangements with intermediaries, that hold multiple sub-accounts in a single omnibus Longleaf account, to require cooperation to help stop frequent trading, but frequent trading may still occur in these accounts. Longleaf will work with intermediaries to stop frequent trading, and reserves the right to impose restrictions on individual traders or on the entire omnibus account, if an intermediary is not effective in policing timing activity.

 

The Funds’ Trustees may choose to impose a redemption fee (payable to the Funds) to deter short-term speculators and market timers. Shareholders would receive advance notice and a supplement to this Prospectus before imposition of a redemption fee.

 

Fair Value Pricing   §  The Board of Trustees has adopted procedures to fair value each Fund’s securities when market prices are not “readily available” or are unreliable ( see How Fund Shares are Priced ). For example, a Fund may fair value a security when a security is de-listed or its trading is halted; when a security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during U.S. market hours; or when a security’s value is materially affected by company news or any other events occurring after the close of the security’s primary trading market.

 

By fair valuing securities, each Fund seeks to establish prices that investors might expect to realize upon the current sales of these securities. This methodology is designed to deter “arbitrage” market timers, who seek to exploit delays between the change in the value of a Fund’s portfolio holdings and the net asset value of the fund’s shares, and tries to ensure that the Fund prices are fair and do not dilute or harm shareholders. Each Fund makes fair value determinations in good faith in accordance with the Fund’s valuation procedures, but the fair value may be higher or lower than the value a Fund would have received if it had sold the security.

 

Anti-Money Laundering Regulations   §  As part of the Funds’ legal responsibility for the prevention of money laundering, Southeastern and the Funds’ service providers require a detailed verification of the identity of shareholders and individuals with authority or control over an account opened by entities such as corporations, partnerships, and trusts.

 

Prior to an account being opened, the Funds must have certain information such as name, street address, date of birth, and U.S. taxpayer identification number (the “Identifying Information”). In the case of an account opened by an entity, we also require copies of certain organizational documents.

 

No purchase will be allowed until the identifying information or required documentation has been received. When the information or documentation has been supplied and the application is in good order, the Funds will verify the shareholder’s identity. If the Funds cannot verify identity, they will disallow additional purchases and may close the account. If the account is closed, the

26  n  Prospectus 2012

 

Shareholder Manual

 

shareholder will receive proceeds based on the next calculated net asset value of the Fund(s). The Funds, by written notice to a shareholder, may suspend the payment of withdrawal proceeds if necessary to comply with applicable anti-money laundering regulations. The Funds will share the identity of shareholders with federal regulators and report a failure to verify identity in accordance with applicable law. The Funds, Southeastern, and the Funds’ service providers reserve the right to implement additional policies and procedures to detect and prevent money laundering.

 

Privacy Of Personal Information

The Longleaf Partners Funds collect nonpublic personal information about our shareholders from the following sources:

 

•	Information on forms, such as name, address, age, and social security number; and
•	Information about Longleaf transactions, such as purchase and redemption activity and account balances.

 

We restrict access to nonpublic personal information to service providers involved in administering and servicing Longleaf accounts. Otherwise, we do not disclose nonpublic personal information about our present or former shareholders to third parties, except as permitted by law. We and our service providers maintain physical, electronic and procedural safeguards in accord with federal regulations to protect the nonpublic personal information of Longleaf shareholders.

 

If you hold shares of the Funds through a financial intermediary, such as a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary governs how your information would be shared with non-affiliated third parties.

 

	Longleaf Partners Funds  n  27

 

 

For credit to: (your name as account is registered)

Shareholder account #: (your account number)

 

•	BNY Mellon will not process wire transfers without a Fund identifier and shareholder account number . If your instructions are not in good order, your purchase may be delayed or your wire may be returned.

 

Individual Retirement Accounts   §  Please request an IRA Application Kit to open a Traditional IRA, Roth IRA or SEP. The kit contains an explanation of tax considerations, information on the Trustee, and instructions for opening your retirement account. The minimum initial investment for an IRA account is $10,000. The minimum is usually satisfied primarily by transferring funds from an existing IRA or qualified retirement plan.

 

Additional Investments

There is no minimum required for subsequent investments, unless you have requested automatic monthly investment, for which the minimum is $100.

 

By Check   §  Send your check with the remittance stub from your account statement or with an instruction letter to BNY Mellon at the address shown on p. 26. Your communication must contain name, address, and account number. Designate on your check and remittance stub the particular Fund(s) in which you are investing. The Funds cannot accept post dated checks, third party checks, money orders, credit card convenience checks or checks drawn on a non-U.S. bank.

 

By Wire Transfer   §  Follow the wire instructions shown previously. Be sure to include your Fund and Account number on your wire.

 

By Telephone and Electronic Transfer   §  You may establish electronic transfer capabilities on your account application or by sending written instructions to our transfer agent. You must include a voided check. You may purchase shares of the Funds by calling the transfer agent at (800) 445-9469 to initiate an electronic transfer from your bank account. Electronic transfers can only be made from bank checking accounts and not from Money Market Funds or other financial accounts. Your purchase price will be the net asset value next determined following receipt by the Fund of your telephone purchase request in good order. An electronic transfer may take up to three business days to settle and be considered in good order. Your initial investment cannot be made by electronic transfer.

 

By Automatic Monthly Investment   §  You may establish an automatic monthly investment of $100 or more by completing the designated section on your account application or by sending written instructions with a Medallion Signature Guarantee to our transfer agent. You must include a voided check with your request. We do not charge a fee for this service. Consult your banking institution about any fees that it may charge. Electronic transfers can only be made from bank checking accounts and not from Money Market Funds or other financial accounts. Transfers will occur on the business day on or about the 21st of each month. You can stop or change the amount of your automatic monthly investment by calling us at (800) 445-9469. If stopped, you can restart your monthly investment by calling us at (800) 445-9469 within 6 months of the time your automatic investment was stopped. You must send written instructions to make other changes to your automatic investment.

 

Certificates   §  If you would like to receive Fund share certificates for your investments, you must send a written request to our transfer agent. Your certificates will not be issued until 15 days after your purchase unless the shares were purchased through a wire transfer. You cannot redeem certificated shares until the certificates have been returned to the transfer agent. If you lose your certificates, you will need to purchase a lost certificate surety bond.

 

Returned Checks or Rejected Transfers   §  You are responsible for any expenses or losses incurred by the Funds if your check is returned or your electronic transfer order is rejected by your bank for any reason, including insufficient funds or a stop payment request. These expenses and losses include additional custodial and transfer agent fees as well as any loss the Funds incur on the cancellation of the shares issued for your

28  n  Prospectus 2012

 

Shareholder Manual

 

account. If you are an existing shareholder, the Funds may collect these losses by redeeming the necessary amount from your account and may reject future purchases.

 

How To Redeem Shares

You may withdraw any portion of your account in a share or dollar amount at any time. We will send your redemption proceeds within one week of receipt of your redemption request in good order. To allow the Fund to plan for large redemptions in an orderly manner, we request that you notify us of anticipated redemptions of $1,000,000 or more at least 5 business days before the formal redemption request. We must have received a completed and signed account application or W-9 form before releasing redemption proceeds.

 

Redemption and Exchanges By Telephone   §   Investors who have established telephone redemption and exchange privileges may redeem or make exchanges of up to $100,000 per Fund over the telephone. Telephone redemptions may not be made from IRA accounts. Accounts with address change requests within the last 30 days must submit written redemption instructions with a Medallion Signature Guarantee. The following procedures are applicable:

 

•	You may establish telephone redemption and exchange privileges when completing the account application, or you may request the service by sending a written request to our Transfer Agent.
•	Call (800) 445-9469 if you have established telephone redemption and exchange privileges on your account.
•	Exchanges into new accounts must meet the $10,000 minimum and any closed fund exceptions.
•	Proceeds of redemptions will be sent only to the address of record or in accordance with previously established bank instructions.
•	Telephonic orders completed before the close of the New York Stock Exchange receive that day’s price.
•	Telephonic orders completed after the close of the New York Stock Exchange receive the next business day’s price.
•	The Funds may not hold a redemption request to be processed at a later date.

 

Please retain the confirmation number assigned to your telephone redemption or exchange as proof of your trade. You cannot change or cancel a telephone redemption or exchange request after the transaction has been processed. The transfer agent employs reasonable procedures to confirm that instructions received by telephone are genuine. When these procedures are followed, the Funds and the transfer agent are not liable for losses caused by such instructions. The Fund reserves the right to revise or terminate telephone redemption and exchange privileges at any time.

 

Redemptions By Letter   §  The following information must be included in a redemption request:

 

•	Your account number;
•	Fund identification:

A07 PF 133 – Partners
A07 SC 134 – Small-Cap
A07 IN 136 – International
A07 GB 137 – Global

 

•	The amount of the redemption, specified in either dollars or shares;
•	The signatures of all owners, exactly as they are registered on the account;
•	Medallion Signature Guarantees are required under certain circumstances. In addition, your Medallion Signature Guarantees must have the appropriate “prefix” covering the amount of your redemption request. Please see page 29 for additional information regarding Medallion Signature Guarantees. If your Medallion Signature Guarantee is not in good order, your transaction will be rejected;
•	Fund Certificates, if any have been issued for the shares being redeemed;
•	Other supporting legal documents that may be required in cases of estates, corporations, trusts and certain other accounts.

 

Please call our transfer agent at (800) 445-9469 if you have questions about these requirements.

	Longleaf Partners Funds  n  29

 

 

Redemption requests and required documentation should be sent as follows:

 

By regular mail: Longleaf Partners Funds P.O. Box 9694 Providence, RI 02940-9694		By express mail or overnight courier: Longleaf Partners Funds c/o BNY Mellon 4400 Computer Drive Westborough, MA 01581 (800) 445-9469

 

Items delivered to the P.O. Box are not deemed “received” until they arrive at BNY Mellon for processing. Time critical items requiring proof of receipt should be sent to the Westborough, MA address.

 

Distributions and transfers from IRA accounts are subject to additional requirements. Please obtain our “Retirement Account Distribution Form,” “IRA Transfer & Conversion Form,” or consult your tax advisor when redeeming from your retirement account.

 

Automatic Withdrawals   §  You may establish automatic withdrawals from your account by sending written instructions to the transfer agent. You may request withdrawals monthly, quarterly, semi-annually or annually. Withdrawals will be processed on or about the 21st day of the month they are scheduled to occur. You can stop or change the amount of your automatic withdrawal by calling us at (800) 445-9469. If stopped, you can restart your automatic withdrawal by calling us at (800) 445-9469 within 6 months of the time your systematic withdrawal was stopped. You must send written instructions to make other changes or to restart these withdrawals if it has been stopped for more than 6 months.

 

Collected Funds   §  Whether you are redeeming by telephone or in writing, the Funds must have received payment for the shares you are redeeming. The transfer agent will send payment for the amount of your redemption covered by collected funds. Any portion of a redemption request not covered by collected funds may be delayed for up to 15 days from the date of purchase, or until your check has cleared, to ensure that collected funds have been received.

 

Redemption Price and Fees   §  Your redemption price will be the net asset value per share at the next market close after the receipt of your redemption request in good order. The redemption price may be more or less than the shares’ original cost.

 

Account Changes   §  You may change the address on your account by calling us at (800) 445-9469 or accessing your account information at southeasternasset.com, or sending a written request to our transfer agent, BNY Mellon. Other changes to your account registration or account privileges must be made in writing.

 

Medallion Signature Guarantee   §  A Medallion Signature Guarantee is required when:

 

•	You are redeeming more than $100,000 or are requesting a transfer or exchange of more than $100,000 (not including direct IRA transfers) from any Fund.
•	You are requesting changes to the ownership of an account, such as removing a joint owner, if the account has a value of more than $100,000.
•	You are redeeming within 30 days of a change to your account address.
•	You are requesting that a redemption be sent to an address or bank instructions other than those already established for your account.
•	You are requesting a redemption check be made payable to someone other than the registered account owner (not including direct IRA transfers).

 

There may be circumstances in addition to those listed above that require a Medallion Signature Guarantee. Please contact us at (800) 445-9469 if you have questions regarding these requirements.

 

Acceptable medallion guarantees may be obtained from banks, brokerage firms or other institutions that are members of either the Securities Transfer Association Medallion Signature Program (STAMP), the New York Stock Exchange Medallion Signature Program (MSP), or the Stock Exchange Medallion Program (SEMP). The guarantee must be in original form, not photocopies or fax copies. The surety bond coverage of the Medallion Signature Guarantee on your request must be equal to, or greater than, the value of the requested

30  n  Prospectus 2012

 

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transaction, and the guarantee must have unlimited effectiveness. Notarization is not an acceptable Medallion Signature Guarantee. If your Medallion Signature Guarantee is not in good order, your transaction will be rejected.

 

Confirmations and Reports   §  If you invest directly with the Funds, you will receive a confirmation statement after each account transaction and a balance statement at the end of each calendar quarter. Please review your statement for accuracy and report any discrepancies to our transfer agent promptly. You will also receive tax documentation as required by the IRS. We publish quarterly, semi-annual and audited annual reports containing information on each Fund’s portfolio of investments, generally 45 days after the end of each quarter.

 

Important Notice Regarding Delivery of Shareholder Documents   §  When the Funds send financial reports, prospectuses and other materials we reduce expenses by sending one copy to shareholders with the same address. Should you wish to receive individual copies of materials, please contact us at (800) 445-9469. You will begin receiving individual copies within 30 days. If you do not want to receive your quarterly statement, reports, prospectus or transaction confirmations by regular mail, you may elect the electronic delivery option by accessing your account at southeasternasset.com.

 

Purchases and Redemptions Through Brokerage Firms and Other Authorized Intermediaries   §  You may purchase and redeem shares of the Funds through brokerage firms and other authorized institutions that have agreements with the Funds. Some firms charge transaction fees for their services. If you invest through an authorized firm, you must follow that firm’s procedures for buying and selling shares. If a particular firm allows you to invest below Longleaf’s minimum, and you subsequently decide to hold directly with Longleaf, you must bring your account up to Longleaf’s $10,000 minimum, or you will be forced to redeem your shares. The firm may designate other organizations to accept purchase and redemption orders on behalf of their clients. If the firm submits trades to the Fund in accordance with the Funds’ trading agreement, the Funds will use the time of day when the firm or its designee accepts the order to determine the time of purchase or redemption, and will process the order at the next closing price computed after acceptance. The brokerage firm or other authorized institution has the responsibility of sending prospectuses, financial reports, statements, and tax forms to its clients.

 

Broker/Dealer and Institutional Investments   §   Upon execution of formal trading agreements, the Funds will accept trade orders from members of the Financial Industry Regulatory Authority (FINRA) or other institutional investors. The Funds offer telephone and automated trading through our transfer agent. Institutional investors may also establish pre-authorized fax redemption privileges. Please contact Southeastern at (901) 761-2474 to obtain more information about these trading options.

 

Full payment for all purchases must be received within one day of the trade date. The entity initiating the trade order will be responsible for any loss that results from non-settlement. All purchase minimums and other requirements outlined in the trade order agreements must be followed to remain in good standing. The Funds may withdraw trading privileges at any time if it is in their best interests.

 

Payment of Redemptions Exceeding $250,000   §  The Longleaf Partners Funds have made an election to pay in cash the first $250,000 of any shareholder’s redemptions during any 90 day period. For omnibus accounts of brokers, this commitment applies to each separate shareholder rather than to the omnibus account as a whole. As allowed by Rule 18f-1, we reserve the right to pay the balance of any redemptions exceeding $250,000 by distributing portfolio securities rather than cash. We may elect to exercise this right for any reason. If securities in lieu of cash are distributed to you, you will need a brokerage account in which to receive the securities, you will incur brokerage commissions when selling the securities, and the securities will be subject to prevailing market prices at the time of sale.

	Longleaf Partners Funds  n  31

 

 

 

32  n  Prospectus 2012

 

Shareholder Manual

 

behavior cannot eliminate the possibility that the trading activity will occur.

 

Dividends and Capital Gains paid in cash can only be sent to your address of record or to existing bank instructions on your account. You may choose to change your election to have your distributions paid in cash or reinvested by calling us at (800) 445-9469.

 

Taxes

This tax information is general and refers to current federal income tax provisions. These provisions may change. We urge you to consult your own tax adviser about the status of distributions and redemptions as applied to your personal situation.

 

Taxes on Income Dividends and Capital Gains Distributions   §  Generally, the Funds are not taxed on dividends and capital gains distributed to shareholders. Unless your account is a tax advantaged account such as an Individual Retirement Account or you are a tax exempt organization, you are responsible for paying federal and possibly state income taxes on any dividends and capital gains distributions you receive, even if you reinvest your distribution in additional shares of the Funds. Fund dividends from net investment income and short-term capital gains are taxed at your ordinary income tax rate, except that “qualified dividend income” of noncorporate investors who satisfy certain holding period requirements is taxed at long-term capital gain rates. Distributions of net realized long-term capital gains from securities held by the Funds for more than one year are taxed at your applicable capital gains rate. IRS Form 1099-DIV, mailed to you after December 31, will report the federal tax category of these distributions.

 

Taxes on Sales of Fund Shares   §  If you redeem any Fund shares or if you exchange shares between Funds, the transaction is taxable and you may realize a capital gain or loss. The amount of the gain or loss is the difference between your tax basis and the amount received. The gain or loss is long-term for shares you have held for more than one year, and is short-term for shares held one year or less. You are responsible for reporting and paying any federal or state taxes which may be due.

 

Withholding   §  Federal law requires the Funds to withhold a portion of distributions and proceeds from redemptions if you have failed to provide a correct tax identification number or to certify that you are not subject to withholding. These certifications must be made on your application or on Form W-9, which may be requested from our transfer agent.

 

Non-U.S. Taxes   §  A Fund’s investments in non-U.S. securities may be subject to non-U.S. taxes, which can decrease the Fund’s return on those securities. If more than 50% of a Fund’s assets at the close of its taxable year consists of securities of non-U.S. corporations, the Fund will be eligible to elect to “pass through” to you non-U.S. taxes that it pays, such that you will be required to include your share of such taxes in income, and will generally be allowed to claim a credit or deduction in respect of such taxes for U.S. federal income tax purposes.

 

The Statement of Additional Information contains more information about tax issues relating to the Funds.