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LONGLEAF PARTNERS FUND
LONGLEAF PARTNERS SMALL-CAP FUND
Series of
LONGLEAF PARTNERS FUNDS TRUST
Investment Counsel
SOUTHEASTERN ASSET MANAGEMENT, INC.
6075 Poplar Ave., Suite 900
Memphis, TN 38119
(800) 488-4191 (901) 761-2474
LOGO
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SUPPLEMENT TO PROSPECTUS DATED MARCH 24, 1997
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PROPOSED CHANGES IN INVESTMENT RESTRICTIONS
Longleaf Partners Fund and Longleaf Partners Small-Cap Fund will hold their 1997
Annual Meeting of Shareholders on May 13, 1997. At this Meeting, shareholders
will vote on re-election of the Board of Trustees and ratification of the
selection of the independent public accountants, as well as considering the
following proposals:
- Approval or disapproval of a proposal to adopt the diversification
standards of the Internal Revenue Code as fundamental policies, thereby
changing the Fund from a diversified fund under the Investment Company
Act of 1940 which requires that at least 75% of the portfolio be
diversified, to a non-diversified fund using the IRS diversification
standards which require that at least 50% of the portfolio be
diversified.
- Approval or disapproval of several proposals to amend the Funds'
fundamental investment restrictions to eliminate those no longer required
by state law and provide the Funds with additional investment
flexibility. Proposed changes include, among others, increasing the
Funds' limitation on borrowing from 15% to 30% of total assets and
authorizing the use of put and call options and combinations of such
options, primarily for purposes of hedging including hedging portfolio
holdings in foreign securities with foreign currency thereby enabling the
Funds to reduce market risks and manage tax liabilities more effectively.
If these proposals are approved by shareholders, the Funds will issue a new
Prospectus containing these and other changes. In the new Prospectus, the Funds
will be able to invest a maximum of 30% of total assets in foreign securities,
compared with 20% at present. Prospective shareholders may obtain additional
information by calling the Funds at (800) 761-2509.
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.
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.
