<PAGE> 1
LONGLEAF PARTNERS FUNDS TRUST
6075 Poplar Ave., Suite 900
Memphis, TN 38119
(901) 818-5200
February 5, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice - Opinion of Counsel
Gentlemen:
This letter is written with respect to the Rule 24f-2 Notice of Longleaf
Partners Fund Funds Trust filed on behalf of Longleaf Partners Fund ("Series
One") Longleaf Partners Small-Cap Fund ("Series Two"), and Longleaf Partners
Realty Fund ("Series Three"), for the fiscal year ended December 31, 1996.
Longleaf Partners Funds Trust is a Massachusetts business trust ("the
Registrant"), which has filed a Registration Statement on Form N-1A with the
Securities and Exchange Commission, registering an indefinite number of shares
of beneficial interest of no par value ("the Shares") for each Series.
As General Counsel of the Registrant (including each Series), I have examined
such records and reviewed such questions of law as deemed necessary or
appropriate for the purposes of this opinion. On the basis of such examination
and review, you are advised that, in my opinion, proper organizational
proceedings have been taken by the Registrant and each Series so that the
Shares have been validly authorized. In addition, the Shares have been issued
and sold in accordance with the terms of the Registration Statement, with each
Series receiving the net asset value per share.
Accordingly, it is my opinion that the Shares which were sold by each of the
two Series named above during the fiscal year ended December 31, 1996, as
detailed in the accompanying Rule 24f-2 Notice of even date, were validly
authorized, legally issued and, upon such issuance, were fully paid and
non-assessable upon receipt of the net asset value per share. Such opinion
excludes the contingency of bankruptcy of the Issuer and any resulting
liabilities created by such a bankruptcy.
Very truly yours,
Charles D. Reaves
General Counsel
Longleaf Partners Funds Trust
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APPENDIX I. U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instruction at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Longleaf Partners Funds Trust
6075 Poplar Ave, Suite 900
Memphis, TN 38119
2. Name of each series or class of funds for which this notice is filed:
Longleaf Partners Fund (Series One)
Longleaf Partners Small-Cap Fund (Series Two)
Longleaf Partners Realty Fund (Series Three)
3. Investment Company Act File Number: 811-4923
Securities Act File Number: 33-10472
4. Last day of fiscal year for which this notice is filed: 12-31-96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the fiscal
year:
See item 10.
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$415,870,053.96 representing 18,238,895.919 shares (Series One)
$108,358,068.42 representing 6,357,662.665 shares (Series Two)
$150,091,325.90 representing 11,949,427.226 shares (Series Three)
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
$234,252,018.15 representing 10,180,443.978 shares (Series One)
$12,582,526.73 representing 706,090.143 shares (Series Two)
$999,869.62 representing 71,778.135 shares (Series Three)
12. Calculation of registration fee:
<TABLE>
<S> <C> <C>
(Series One)
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $ 415,870,053.96
-----------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 234,252,018.15
-----------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 385,297,441.49
-----------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
-----------------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 264,824,630.62
-----------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): x .00030303
-----------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $80,249.81
=================
</TABLE>
<TABLE>
<S> <C> <C>
(Series Two)
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $ 108,358,068.42
-----------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 12,582,526.73
-----------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 38,164,598.71
-----------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
-----------------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 82,775,996.44
-----------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): x .00030303
-----------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $25,083.61
=================
</TABLE>
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<TABLE>
<S> <C> <C>
(Series Three)
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $ 150,091,325.90
-----------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 999,869.62
-----------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 11,212,497.74
-----------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
-----------------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 139,878,697.78
-----------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): x .00030303
-----------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $42,387.44
=================
</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 7, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* CHARLES D. REAVES -- EX. V.P.
------------------------------------------------
JULIE M. DOUGLAS -- EX. V.P.-OPS
------------------------------------------------
Date: February 7, 1997
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* Please print the name and title of the signing officer below the signature.
