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LONGLEAF PARTNERS FUNDS TRUST
SUPPLEMENT TO MAY 1, 1998 PROSPECTUS
[LOGO]
Longleaf Partners Small-Cap Fund
Change in Definition of Small Capitalization Companies
On August 7, 1998, the Board of Trustees of Longleaf Partners Small-Cap
Fund authorized a change in the definition of small capitalization companies in
which the Fund invests its portfolio. Under the new definition, at least 65% of
the Fund's total assets will be invested in companies within the capitalization
range of companies included in the Russell 2000 stock index. Previously,
companies with a market capitalization of less than $1 billion were considered
as "small-cap" companies.
At June 30, 1998, the market capitalization of companies included in the
Russell 2000 ranged from a low of $110 million to a high of $2.5 billion. To the
extent that the market-cap of companies in the Russell 2000 changes in the
future, the size of the maximum market-cap of companies in which the Small-Cap
Fund will be able to invest at least 65% of its total assets will
correspondingly change.
The Small-Cap Fund adopted the Russell 2000 as its official comparative
stock index at the end of the third quarter of 1997. However, the Fund continued
to use $1 billion as the stated maximum capitalization for a small-cap company,
which has limited the universe of undervalued companies available for
investment. The present change in the Fund's definition of "small-cap"
companies, which recognizes the general market-cap increase during the 1990's,
will increase the Fund's universe of potential investments and is consistent
with the earlier adoption of the Russell 2000 as the Small-Cap Fund's official
comparative index.
LONGLEAF PARTNERS FUNDS
MANAGED BY
SOUTHEASTERN ASSET MANAGEMENT, INC.
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(800) 445-9469 (901) 761-2474
