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LONGLEAF PARTNERS FUND
Investment Counsel
[LOGO](SM) SOUTHEASTERN ASSET MANAGEMENT, INC.
6075 Poplar Ave., Suite 900
Memphis, TN 38119
(800) 488-4191 (901) 761-2474
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SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1996
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CLOSING OF LONGLEAF PARTNERS FUND TO NEW INVESTORS
Longleaf Partners Fund has been closed to new investors since September 15,
1995. Investors having existing accounts may add to these accounts at any time.
Should any current investor reduce that account below the minimum initial
investment of $10,000 or close the account, no further investments can be made
until the Fund has been reopened to the public.
The Fund will accept new accounts from family members and relatives of current
investors; from affiliates of current investors, which includes individuals who
are participants in a profit sharing or other retirement plan which is invested
in Longleaf Partners Fund; and from investors having private accounts managed by
Southeastern Asset Management, Inc. and affiliates of such accounts.
The Board of Trustees of Longleaf Partners Fund will consider reopening the Fund
to additional investors at a future date if it appears that accepting new
accounts would be in the best interests of the Fund and its present
shareholders.
These limitations on new and additional investments do not apply to Longleaf
Partners Small-Cap Fund, which is also offered through this Prospectus, and the
Small-Cap Fund continues accepting applications for new accounts.
