TABLE OF CONTENTS

This Prospectus contains important information about the investment strategies, risks, and fees of the Longleaf Partners Funds and should be be read carefully before making an investment. Please read it and keep it on hand for future reference.

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);
	•	May not achieve their stated goals.

RISK/RETURN SUMMARY

established disciplines which we have consistently applied over 30 years. Equities purchased at prices substantially less than their intrinsic worth should 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 follow the same investment disciplines and appraisal methods. Our analysts, working as a team, seek competitively entrenched companies which can enhance their advantages and are operated by trustworthy, capable, shareholder-oriented managers. 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.

A company faces a fourth risk to its long-term success if a regulatory agency can dictate its markets and profits. Longleaf limits its ownership of businesses with regulatory risk.

Non-Diversification Risks. The Funds are non-diversified under federal securities laws and each Fund generally invests in 15 to 25 companies. As a result, each holding will have a greater impact on a Fund’s total return, and a Fund’s share value could fluctuate more than if more securities were held in the portfolios.

We believe that limiting the number of our holdings lowers the risk of losing capital and improves the long-term return opportunity, because the portfolios contain our most qualified ideas. We strive to know the companies and their managements extremely well. Owning fewer companies also enables each company to have a meaningful impact on our investment results.

The Funds plan to comply with the diversification standards for mutual funds set forth in the Internal Revenue Code. Under these standards, each Fund could own as few as twelve securities, but generally will have 15 to 25 companies in its portfolio. At the end of each quarter, at least half of each Fund’s portfolio must be diversified so that within the diversified basket less than 5% of a Fund’s total assets are invested in any company and a Fund owns less than 10% of any company’s voting securities. The remaining half of a Fund’s portfolio may contain positions which are over 5% of assets and are greater than 10% of a company’s voting securities.

Liquidity Risks. We take relatively large ownership positions in some companies. A Fund may own more than 5% of a company’s equity securities and may own up to 15% or more of some companies. Depending on market conditions and trading volume, disposing of such holdings could be more difficult than if the Fund owned a smaller amount. Because selling a large position may take longer, a Fund may be more susceptible to price fluctuations.

Foreign Investment Risks. The Partners and Small-Cap Funds may invest up to 30% of assets in foreign securities, and the International Fund may invest all of its assets in foreign securities. Foreign investment risks sometimes include political and economic changes, foreign withholding taxes, exchange controls, confiscation, foreign governmental restrictions, differences in accounting standards, more limited availability of public information, and currency fluctuations. We try to mitigate these risks through careful analysis of the economic and regulatory conditions in each country where we own an investment.

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Currency Hedging Risks. We focus on absolute returns generated by the local market performance of the equities we purchase. We often hedge our economic exposure to foreign currency to reduce the impact of foreign currency movements on these returns. This policy impacts our relative performance versus a similar unhedged portfolio. The relative returns of hedged positions improve when the dollar strengthens and decline when the dollar weakens.

Effective currency hedging can offset fluctuations caused by differences between foreign and U.S. currencies, and can isolate the portion of a security’s price fluctuation attributed to capital appreciation or depreciation. Not all foreign currencies can be effectively hedged, and the costs of hedging may outweigh the benefits. If our hedging strategy does not correlate well with market and currency movements, price volatility of the portfolio could increase. Currency hedging, considered separately, can result in losses, but these losses should be offset to an extent by gains in the U.S. dollar equivalent prices of the securities hedged.

Investment Objectives, Performance,
Fees, And Expense Information

The following sections include specific information on each Fund’s investment objectives and policies, historical performance, and expenses of ownership.

The bar charts illustrate volatility by showing the variability of Fund returns from year to year over the last decade. The total returns for the best and worst quarters indicate the historic short-term risks and rewards of investing in each Fund.

The average annual returns for the cumulative periods ended December 31, 2004 compared with several unmanaged and unhedged market indices highlight the benefits of compounding through longer term investing, and illustrate the effects of averaging negative returns in some periods with positive returns in others. The “Inflation Plus 10%” calculation for the relevant time periods has been included with the comparative index to encourage investors to consider absolute as well as relative returns.

Each Fund’s particular investment objective and policies and the corresponding market conditions have affected performance during the reported periods. Historical returns illustrate how the Funds met the challenges of changing market conditions during prior periods. Past investment performance (before and after taxes) does not predict future performance and there is no assurance that we will achieve our investment objectives. See page 14 for an explanation of the after-tax calculations in the Fund performance sections which follow.

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LONGLEAF
PARTNERS
FUND

Initial Public Offering —April 8, 1987
(Closed to new investors since July 16, 2004)

Investment Objective —Long-term capital growth.

Investment Policy —The Partners Fund normally invests in the equity securities of a limited number of mid and large-cap companies. Most of these securities are listed on the major securities exchanges. Current income is not an objective.

The Fund may invest up to 30% of assets in foreign securities and up to 15% of assets in non-registered or illiquid securities.

PAST            FUND            PERFORMANCE Total Return (%) 40% 34.8 35% 30% 27.5 28.3 25% 21.0 20.6 20% 14.3 15% 10.3 10% 7.1 5% 2.2 (8.3) 0 -5% -10% Year 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

Best Quarter in last ten years. 18.5% 4th Quarter of 1998 Worst Quarter in last ten years. (18.4)% 3rd Quarter of 1998

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LONGLEAF PARTNERS
INTERNATIONAL FUND

Initial Public Offering —October 26, 1998
(Closed to new investors since February 6, 2004)

Investment Objective —Long-term capital growth through investment primarily in the equity securities of international or foreign issuers. Investment Policy —The International Fund normally invests at least 65% of total assets in the equity securities of international issuers domiciled or operating primarily in at least three countries other than the United States.

The Fund does not limit the percentage of assets invested in any particular geographic region or country. We may invest a significant portion of assets in a single country, and may invest in both developed and emerging market countries. The Fund may also invest up to 15% of assets in non-registered or illiquid securities. If investments meeting the Fund’s criteria are not available, we may invest the Fund’s assets temporarily in obligations of the U.S. government and its instrumentalities, or in other money market instruments.

Specific Risks of Investing in this Fund

The International Fund is designed for long-term investors who can accept international investment risk. Although world economies are increasingly integrated, market valuations vary with each country’s economic and political conditions. Movements in foreign securities markets and, to the extent not hedged, movements in foreign currencies where the Fund has exposure will affect the Fund’s price per share and returns. Because the Fund hedges portions of its portfolio against foreign currency exposure, its relative performance may differ from that of unhedged portfolios or indices.

PAST FUND PERFORMANCE Total Return (%) 50% 41.5 40% 30% 24.4 25.9 20% 9.0 * 10.5 10.2 10% (16.5) 0% -10% -20% Year 1998 1999 2000 2001 2002 2003 2004 *Initial public offering on 10/26/98 through 12/31/98 Best Quarter since inception. 30.7% 2nd Quarter of 2003 Worst Quarter since inception. (19.6)% 3rd Quarter of 2002

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LONGLEAF PARTNERS
SMALL-CAP FUND

Initial Public Offering —February 21, 1989
(Closed to new investors since July 31, 1997)

Investment Objective —Long-term capital growth.

Investment Policy —The Small-Cap Fund normally invests at least 80% of net assets plus any borrowings for investment purposes in the equity securities, including convertible securities, of a limited number of companies whose market capitalizations at the time of purchase are considered small cap.

Generally, portfolio companies will have a market capitalization greater than $300 million. Current income is not an objective.

The Fund may also invest up to 30% of assets in foreign securities and up to 15% of assets in non-registered or illiquid securities.

Shareholders of the Small-Cap Fund will be provided with at least 60 days prior written notice of any change to the Investment Policy set forth above. The Board of Trustees may, however, change the definition of small cap without prior notice if it concludes such a change is appropriate. 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 Small-Cap 1750 Index during the most recent 12-month period (based on month-end data). This capitalization range will change over time. At March 31, 2005, the top of this range was ___. If investments meeting the Fund’s criteria are not available, we may invest temporarily in obligations of the U.S. government and its instrumentalities, or in other money market instruments.

Specific Risks of Investing in this Fund

Smaller companies may have more limited product lines, markets, and financial resources than larger companies. In addition, their securities may trade less frequently and in more limited volume than those of larger companies. Small-cap stocks may be more volatile than those of larger companies and, where trading volume is thin, our ability to dispose of such securities may be more limited.

PAST FUND PERFORMANCE Total Return (%) 50% 43.9 40% 30.6 29.0 30% 18.6 20% 14.8 12.7 12.8 10% 4.1 5.5 (3.7) 0% -10% Year 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 Best Quarter in last 10 years. 26.5% 2nd Quarter of 2003 Worst Quarter in last 10 years. (16.3)% 3rd Quarter of 2002

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Method of Calculation of
Returns After Taxes

The after-tax returns shown in the tables depicting Past Fund Performance on pages 9, 11 and 13, were calculated under Securities and Exchange Commission rules using the following assumptions:

	•	Distributions were reinvested after deducting the taxes due on the distributions.
	•	Taxes due on distributions were calculated at the highest historical individual federal income tax rate for each taxable component of the distribution.
	•	Holding periods were determined based on the actual purchase and distribution dates.
	•	Short-term capital gain rates were applied to the sale of shares held for one year or less.
	•	“Return After Taxes on Distributions” assumes you continue to hold your shares at the end of the period.
	•	“Return After Taxes on Distributions and Sale of Fund Shares” assumes you sell your shares at the end of the period and pay applicable federal taxes.
	•	The calculations do not include state or local taxes, the effects of phaseouts of certain exemptions, deductions, and credits at various income levels, and the effects of alternative minimum tax. As a result, actual after-tax returns depend on an investor’s tax situation and may differ from those shown.
	•	After-tax returns shown are not relevant to investors who are tax exempt or who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

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DISCUSSION OF PRINCIPAL
INVESTMENT STRATEGIES
AND RELATED RISKS

Additional Information on Types of Investments

Our Definition of International. A company will generally be considered international if organized or headquartered outside the United States. A business organized or headquartered in the U.S. also qualifies as international 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 or headquartered outside the United States may still be considered U.S. if its operations are primarily in the United States.

International Fund. At December 31, 2004, approximately 38% of the International Fund’s stocks were Japanese. This weighting in Japan is a result of individual stock selection, not a policy of concentrating in Japan. The Fund does not limit the percentage of assets invested in any particular geographic region or country. The International Fund’s current concentration in Japanese issuers may expose it to the risks of adverse social, political and economic events that occur in Japan or affect the Japanese markets, and could cause the Fund’s performance to be more volatile than that of more geographically diversified funds. Special risks associated with investments in Japanese companies could include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, the effect of company cross-ownership on trading markets, a lack of comprehensive company information, political instability, differing auditing or legal standards, and laws or regulations which may create restrictions on investments by non-Japanese owners.

The Fund may also invest in U.S. or foreign closed-end investment companies which invest in particular countries or regions when direct investments in those areas would be difficult or less liquid. When appropriate, the Fund may invest in foreign governmental and commercial bonds, and in other foreign money market instruments. The majority of investments will generally be in companies located in Canada, Australia, or the developed countries of Europe, the Far East, or South America.

We use two primary methods of appraisal. The first assesses the company’s liquidation value based on the current economic worth of corporate assets and liabilities. The second method 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. Our appraisal should represent the price that rational, independent buyers and sellers would negotiate in an arms length sale. We then check our appraisals against our data base of comparable historic transactions.

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

	•	Good Business. A number of qualities characterize an attractive business. 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. Managements of the businesses we own should have 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 be convinced 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, foreign names to the International Fund, and mid and large-cap stocks to the Partners Fund, although more than one Fund may own a single security. For example, an overseas company might be in both the International 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 might purchase that security.

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

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	•	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 three to five years. We will hold the stock as long as 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 5% to approximately 30% across the Funds, and is usually well below 50%. There are no limits on portfolio turnover, however, and we sell portfolio holdings whenever we believe that sales would benefit Fund shareholders.

Other Investments. All Funds may invest a portion of assets in cash equivalents and a wide variety of securities other than common stock, including preferred stock, debt securities, warrants, puts, calls, options, financial futures, and combinations of these instruments. Current income is not an objective.

Cash Reserves. Normally, cash reserves and money market instruments do not exceed 15% of net assets. If, however, we have difficulty finding qualifying investments, all or any portion of Fund assets may be held in cash reserves until we can find securities that meet our investment criteria. 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 and International Funds. Holding cash reserves can penalize short-term performance in rising markets, but during market declines cash 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, such conditions generally create opportunities for us to put excess cash to work.

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Other Risks of Investing Which Apply To All Funds

The primary risks of investing in the Longleaf Partners Funds appear on pages 5-7 of this Prospectus. Those risks include general market conditions, business ownership, non-diversification, possible limited liquidity, foreign market, and foreign currency hedging risks. Other risks include the following:

Puts, Calls, Options, Short Sales and Financial Futures. The Funds may invest selectively in a wide variety of put and call options, financial 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 or as an alternative to owning the underlying security. When used in conjunction with each other, these techniques can reduce market risks. If used separately, these instruments or 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 a Fund were not able to close out its position, a significant loss could occur.

Restricted and Illiquid Securities. Each Fund may invest up to 15% of its net assets in unregistered and not readily marketable securities. 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. When the securities are not saleable, adverse market conditions could lower the eventual sale price.

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 grade corporate and governmental bonds. High yield or non-investment grade bonds are more risky than investment grade securities. They may be less sensitive to interest rate changes, but may be more sensitive to economic downturns or adverse corporate developments.

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

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PORTFOLIO MANAGEMENT
AND FUND OPERATIONS

Investment Adviser. Southeastern Asset Management, Inc. (“Southeastern”) is the Funds’ investment adviser. Formed in 1975, the firm has 30 years of experience managing securities portfolios for institutional investors and individuals. Located in Memphis, Tennessee, Southeastern managed more than $31 billion in private account and mutual fund assets at December 31, 2004.

Code of Ethics. To align our interests with those of shareholders and prevent conflicts of interest, our Code of Ethics requires all employees and their spouses to limit their investments in publicly offered equity securities to shares of the Longleaf Partners Funds, unless granted prior clearance 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 is available in the Statement of Additional Information, which is available without charge upon request by calling (800) 445-9469, option 1, or by visiting our website, www.longleafpartners.com.

Management Services. Southeastern manages the securities portfolios of the three 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.

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

All of the Funds have a contractual expense limitation included in their investment counsel agreements with Southeastern, requiring Southeastern to reduce its fees to the extent necessary to limit normal annual operating expenses to a stated percentage of average net assets per annum, excluding interest, taxes, brokerage commissions, and extraordinary expenses. The investment counsel and fund administration fees are included in normal operating expenses. Shareholder approval is required to amend or remove these expense limitations. The expense limitation for the Partners and Small-Cap Funds is 1.50% of average net assets annually; the expense limitation for the International Fund is 1.75% of average net assets annually. 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 the Statement of Additional Information, which is available without charge upon request by calling (800) 445-9469, option 1, or by visiting our website, www.longleafpartners.com. Beginning with Longleaf’s annual report for the period ended December 31, 2005, this discussion will be included in our annual reports.

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Portfolio Managers. The individuals identified as portfolio managers are senior members of the 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 manager, and each portfolio manager’s ownership of Fund securities.

Team Approach. Day-to-day management of portfolios is a team effort, requiring the involvement of Southeastern’s full research staff as well as administrative support. Regarding research, 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 (total of 9, including portfolio managers) is a generalist, charged with producing ideas for any portfolio in any industry or country. Once an idea is generated, it faces the scrutiny of the full research team, and must qualify under Southeastern’s strict investment criteria. No investment is approved unless the concerns of each analyst on the team have been addressed. This team approach reinforces Southeastern’s disciplines, as it requires each team member to participate in the analysis and evaluation of every analyst’s ideas. Once an idea has qualified for investment, the research team decides the mandates for which an investment is appropriate. A portfolio manager then instructs Southeastern’s trading department regarding the purchase or sale of securities, and the types of accounts affected.

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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 three Funds. A majority 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 on the following pages.

Audit Committee. Mr. Deloach serves as Chairman of the Audit Committee, which is composed of Messrs. Carpenter, Connell, Deloach, Melnyk, Ray, and Steger. All members of the Audit Committee are classified as independent or “non-interested” Trustees. The Audit Committee has adopted a Charter, and holds private meetings each year with representatives of the audit firm.

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Board of Trustees

O. Mason Hawkins, CFA*, Trustee and Co-Portfolio Manager.
Founder and Director, Southeastern Asset Management, Inc. (since 1975).
Education: B.S.B.A., Finance, University of Florida, 1970; M.B.A., University of Georgia, 1971.

Margaret H. Child*, Trustee.
Marketing Consultant since 2005. Chief Marketing Officer, Bingham McCutchen, LLP (1999-2004) (an international law firm); Director of Marketing, Arthur Andersen L.L.P. (accounting firm), Atlanta, GA office (1998-1999), Memphis, TN office (1991-1998).
Education: B.A., Harvard College of Harvard University, 1978.

Chadwick H. Carpenter, Trustee.
Private investor and consultant since 1998. Previously, Senior Executive Officer at Progress Software Corporation (software development for commercial applications), Bedford, MA (1983-1998).
Education: B.S., Electrical Engineering, Massachusetts Institute of Technology, 1971; M.S., Electrical Engineering, Massachusetts Institute of Technology, 1972.

Daniel W. Connell, Jr., Trustee.
President and CEO, Twilight Ventures, LLC (investment holding company) since 2004; Senior Vice President—Marketing, Jacksonville Jaguars, Ltd. (National Football League franchise), Jacksonville, FL (1994-2004); Chairman, Jacksonville Chamber of Commerce (1997); Commissioner, Jacksonville Economic Development Commission; Advisory Director, First Union National Bank of Florida.
Education: B.S.B.A., University of Florida, 1970.

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Rex M. Deloach, Trustee.
President, Financial Insights, Inc. (financial consulting and litigation support), Oxford, MS (since 2002); Vice President, The Oxford Company (private land and timber investments), Oxford, MS (since 1994).
Education: B.B.A., University of Memphis, 1963.

Steven N. Melnyk, Trustee.
Real Estate Development, The Sea Island Company, since 2005; Private investor and consultant (since 1997). President, Riverside Golf Group, Inc. (design, construction and operation of golf courses), Jacksonville, FL (1987-Present); Golf commentator and sports marketing executive, ABC Sports (1991-2004); Founding director and former Chairman, First Coast Community Bank, Fernandina Beach, FL; Winner of U.S. Amateur Championship (1969); British Amateur Championship (1971).
Education: B.S.B.A., Industrial Management, University of Florida, 1969.

C. Barham Ray, Trustee.
Chairman of the Board and Secretary, SSM Corporation (venture capital firm), Memphis, TN (since 1974); Director, Financial Federal Savings Bank, Memphis, TN.
Education: B.A., Vanderbilt University, 1968; M.B.A., University of Virginia, 1973.

Perry C. Steger, Chairman of the Board.
President, Steger & Bizzell Engineering, Inc. (consulting civil engineering firm) Austin, TX (since 2003; project manager 1984-1990); Director of Product Strategy, National Instruments, Inc. (measurement and automation products), Austin, Texas (1996-2003). Founded Georgetown Systems, Inc. to develop and market industrial automation software, which was acquired by National Instruments, Inc. in April 1996.
Education: B.S., Civil Engineering, University of Texas, 1984.

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SHAREHOLDER MANUAL

General Information

All Funds are Closed to New Investors. The Partners Fund, International Fund and Small-Cap Fund are closed to new shareholders unless you meet one of the exceptions outlined on page 30. The Funds are not for offer or sale outside the United States or to non-U.S. persons.

Minimum Initial Investment. The minimum initial investment for each account is $10,000. Exceptions to the investment minimum are outlined on page 29. 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.

Transfer Agent. PFPC of Westborough, Massachusetts, handles all shareholder purchases, redemptions and account changes. Please direct your requests and questions about your account to PFPC at (800) 445-9469, option 0. Southeastern Asset Management, Inc. (“Southeastern”) does not process transactions and will forward any account maintenance correspondence and transaction instructions received in Memphis to PFPC. These items will be processed when they are received by PFPC.

Account Access Information. You may obtain personal account information on the Funds’ website, www.longleafpartners.com, by calling our automated information line, (800) 445-9469, option 3, or by calling our shareholder services associates at (800) 445-9469, option 0.

Frequent Trading. The Funds do not permit market-timing. Do not invest in the Funds if you are a market-timer. The Funds are intended for long-term investors. Under policies and procedures established by the Board, frequent trading of Fund shares, also known as “market-timing,” is not permitted. Excessive trading into or out of a Fund may harm the Fund’s performance by disrupting portfolio management strategies, by increasing expenses or by diluting the value of fund shares held by long-term shareholders. Accordingly, if you engage in frequent trading of Fund shares (whether you hold Longleaf directly or through an intermediary) a Fund may suspend or terminate your trading privileges. A Fund may consider a shareholder’s history in any Fund, including trading history in other accounts under common ownership or control, in determining whether to suspend or terminate your trading privileges. Generally, a redemption within six months of a purchase is presumed to be market timing, and if detected, additional purchases to the account are barred. Shareholders may be allowed to make additional purchases if they demonstrate to the Fund’s satisfaction that their redemption was not market timing (ie, medical emergency, other hardship, etc.). Such

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shareholders will be put on a “watch list,” however, and banned from further purchases if additional evidence of timing or short-term trading is detected. All purchases are subject to acceptance by the Funds. The Funds reserve the right to reject any purchases they suspect to be market-timing.

While Longleaf monitors for market-timing activity and will not knowingly permit market-timing in the Funds, certain accounts include multiple investors whose transactions are netted against one another before an order is placed with the Funds. The netting effect in these accounts makes identifying and eliminating market-timers more difficult. Some intermediaries have their own market timing policies and procedures, which may be different or less restrictive than those applied by Longleaf. Longleaf endeavors to work with intermediaries to stop market timing, and reserves the right to impose restrictions on individual traders in omnibus accounts, or the entire account, if an intermediary is not effective in policing timing activity.

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.

A delay or failure to produce the Identifying Information or required documentation will render the application “not in good order,” and no purchase will be allowed until the requested information has been received. When the Identifying Information or documentation has been supplied and the application is in good order, the Funds will process the application and initiate procedures to verify the shareholder’s identity. If the Funds cannot verify a shareholder’s identity, further purchases will be disallowed and that account may be closed. If the account is closed, the shareholder will receive proceeds based on the next calculated net asset value of the Fund(s) in which the shareholder invested. The Funds, by written notice to a shareholder, may suspend the payment of withdrawal proceeds if necessary to comply with anti-money laundering regulations applicable to the Funds, Southeastern or any of the Funds’ service providers. In addition, the Funds will share the identity of shareholders with federal regulators if required to do so by law and may report a failure to verify a shareholder’s identity with federal authorities 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.

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Privacy Of Personal Information

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

	•	Information on applications or other 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 nonpublic personal information would be shared with non-affiliated third parties.

By Wire Transfer:

	•	Call the Funds at (800) 445-9469 (option 0) to establish a new account.
	•	Be prepared to fax a completed account application.
	•	If your application includes all required data elements, you will receive an account number. Please note this number on the top of your application.
	•	Using your new account number, instruct your bank to wire funds as follows:

     PNC Bank
     Pittsburgh, PA
     ABA #031000053
     Account Number: 8606905185
     Specify Longleaf Partners Funds #________

     #133 (Partners Fund)
     #136 (International Fund)
     #134 (Small-Cap Fund)

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

•

You must send the original application to the transfer agent. Until the transfer agent receives your signed application, your account will be subject to back up withholding and no redemptions can be paid.

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, State Street Bank and Trust Co., 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 our transfer agent, PFPC. 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 foreign bank.

By Wire Transfer. Follow the wire instructions shown previously. These instructions also appear on the last page of your account statement.

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)

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445-9469, option 0, 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 computed on the next business day following your telephone purchase request. 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, option 0. If stopped, you can restart your monthly investment by calling us at (800) 445-9469, option 0, within 6 months of the time your automatic investment was stopped. You must send written instructions to make other changes to your automatic investment or to restart your automatic investment if it has been stopped for more than 6 months.

Certificates. If you would like to receive Fund share certificates for your investments, you must send a written request with a Medallion Signature Guarantee 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 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.

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.

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.

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•	Employees of Southeastern and their family members and employees of Longleaf service providers may open new accounts with a $1,000 initial investment.

Closed Fund Exceptions. The Partners, International, and Small-Cap Funds closed to new investors on July 16, 2004, February 6, 2004, and July 31, 1997, respectively. 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 immediate family members 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 an investment advisory relationship with Southeastern of at least $25,000,000.
•	Employees of Southeastern and their family members and employees of Longleaf service providers may open new accounts.

If you redeem your account in a closed Fund below the minimum initial investment amount of $10,000, you will not be allowed to make further investments unless that Fund reopens.

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 sending the formal redemption request. We must have received a completed and signed account application or W-9 form before releasing your 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 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, option 0, 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.
•	Calls received before the close of the New York Stock Exchange receive that day’s price.

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•	Calls received after the close of the New York Stock Exchange receive the next 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 placed. 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 name—Partners Fund (#133); International Fund (#136); Small-Cap Fund (#134);
	•	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 for redemptions over $100,000 or if the proceeds will be sent to a destination not previously established on the account;
	•	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, option 0, if you have questions about these requirements.

Redemption requests and required documentation should be sent as follows:

Items delivered to the P.O. Box are not deemed “received” until they arrive at PFPC for processing. Time critical items requiring proof of receipt should be sent to the Pawtucket, RI 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

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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, option 0. If stopped, you can restart your automatic withdrawal by calling us at (800) 445-9469, option 0, 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 they have 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. The Funds may charge a redemption fee (payable to the Funds) if required by law or if the Funds’ Trustees determine a fee would discourage short-term speculators and market timers.

Account Changes. You may change the address on your account by calling us at (800) 445-9469, option 0, or while accessing your account information on our website at www.longleafpartners.com, or by sending a written request to our transfer agent, PFPC. 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 for more than $100,000.
	•	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 transfer, rollover, or other distribution of more than $100,000 from your IRA account.
	•	You are requesting changes to the ownership of an account with a value greater than $100,000.
	•	Your partial redemption request is accompanied by a request to change your account registration or account privileges.
	•	You are requesting a redemption within 30 days of a change of address.
	•	You are adding or changing bank wire or electronic transfer instructions on your account.

There may be circumstances in addition to those listed above that require a Medallion Signature Guarantee. Please contact us at (800) 445-9469, option 0, if you have questions regarding these requirements.

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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, as photocopies or fax copies are not accepted. The surety bond coverage of the Medallion Signature Guarantee on your request must be equal to, or greater than, the value of the requested transaction, and the guarantee must have unlimited effectiveness. Notarization is not an acceptable Medallion Signature Guarantee.

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. These reports are mailed to shareholders and are available on the Funds’ website at www.longleafpartners.com, or by calling us at (800) 445-9469, option 1.

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 National Association of Securities Dealers (NASD) 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

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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.

We usually price foreign securities at the latest market close in the foreign market, which may be at different times or days than the close of the New York Stock Exchange. If events occur which could materially affect the NAV between the close of the foreign market and normal pricing at the close of the New York Stock Exchange, we may price the foreign securities at fair value as determined by the Board of Trustees, consistent with any regulatory guidelines.

Because the Funds are closed on days that foreign markets may be open, the prices of foreign holdings may change on days when investors do not have access to the Funds.

The Statement of Additional Information, which is a separate document, contains more information on how we price portfolio securities.

certain holding period requirements is taxed at long-term capital gain rates. Long-term capital gains from securities held by the Funds for one year or more 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.

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

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Financial Highlights

The financial highlights table is intended to help you understand each Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).

The presentation is for a share outstanding throughout each period.

(a)		Total return reflects the rate that an investor would have earned on investment in the Fund during each period, assuming reinvestment of all distributions.
(b)		Expenses presented include dividend expense and brokerage fees for short-sales. The operating expense ratios for 2002, 2001 and 2000 were 1.69%, 1.73% and 1.74%, respectively.

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This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Funds’ financial statements, are included in the Statement of Additional Information and annual report, which are available upon request.

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Investment Counsel
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119

Transfer and Dividend Agent
PFPC Inc.
Westborough, MA

Custodian
State Street Bank & Trust Company
Boston, MA

Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Baltimore, MD
Boston, MA

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This Prospectus does not constitute an offering in any jurisdiction in which such offering would not be lawful.

You can find more information about the investment objectives and policies, the risks of investing, Fund operations and Longleaf’s Proxy Voting Policies and Procedures in the Statement of Additional Information (SAI). The SAI is incorporated by reference in this Prospectus, and you may request a free copy by visiting our website or calling (800) 445-9469, option 1.

You can also find more information about the Longleaf Partners Funds in our annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find a discussion of market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. To obtain a free copy of the latest annual or semi-annual report, to request additional information, or to make shareholder inquiries, please visit our website or call (800) 445-9469, option 1.

The Securities and Exchange Commission maintains a website that contains the Funds’ periodic financial reports to shareholders, amendments to its registration statement which include the Prospectus and Statement of Additional Information, and other required filings. An investor may review these materials free of charge by accessing the SEC’s website at http://www.sec.gov.

These materials may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., or after paying a duplicating fee, by written request to the SEC’s Public Reference Section, Washington D.C., 20549-0102, or electronic request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for more information.

The Securities and Exchange Commission Investment Company Act File Number for the Longleaf Partners Funds is 811-4923.

MANAGED BY:

SOUTHEASTERN ASSET MANAGEMENT, INC.
6410 POPLAR AVE.
SUITE 900
MEMPHIS, TN 38119
www.longleafpartners.com
(800) 445-9469