<PAGE> 1
EXHIBIT 23(c)
ORGANIZED IN THE COMMONWEALTH OF
MASSACHUSETTS
LONGLEAF PARTNERS FUND
======================
An Open End Management Investment Company
Seeking Long Term Capital Growth
A SERIES OF LONGLEAF PARTNERS FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
SEE REVERSE SIDE FOR
ADDITIONAL PROVISIONS
THIS CERTIFIES that is the owner of
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 543069 10 8
FULLY PAID AND NONASSESSABLE SHARES OF BENEFICIAL INTEREST OF NO PAR VALUE
Longleaf Partners Fund is a series of Longleaf Partners Funds Trust,
which was established as a series Massachusetts Business Trust (hereinafter
called the "Trust") under a Declaration of Trust dated November 25, 1986, as
amended from time to time.
This Certificate and the Shares represented hereunder are transferrable
on the books of the Trust by the registered holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is issued by the Trustees of Longleaf Partners Fund, a
series of Longleaf Partners Funds Trust not individually but as Trustees of its
assets, and is not valid unless countersigned by the Transfer Agent.
Witness the facsimile seal of this Trust and the facsimile signatures
of the duly authorized members of the Board of Trustees.
Dated:
[SEAL]
/s/ O. Mason Hawkins /s/ G. Staley Cates
--------------------------------- ---------------------------------
CHAIRMAN OF THE BOARD OF TRUSTEES TRUSTEE
---------------------------------
COUNTERSIGNED: PFPC INC.
4400 COMPUTER DRIVE
WESTBOROUGH, MA 01581
BY
---------------------------------
AUTHORIZED OFFICER
<PAGE> 2
ORGANIZED IN THE COMMONWEALTH OF
MASSACHUSETTS
LONGLEAF PARTNERS SMALL-CAP FUND
================================
An Open End Management Investment Company
Seeking Long Term Capital Growth
A SERIES OF LONGLEAF PARTNERS FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
SEE REVERSE SIDE FOR
ADDITIONAL PROVISIONS
THIS CERTIFIES that is the owner of
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 543069 20 7
FULLY PAID AND NONASSESSABLE SHARES OF BENEFICIAL INTEREST OF NO PAR VALUE
Longleaf Partners Fund Small-Cap Fund is a series of Longleaf Partners
Funds Trust, which was established as a series Massachusetts Business Trust
(hereinafter called the "Trust") under a Declaration of Trust dated November 25,
1986, as amended from time to time.
This Certificate and the Shares represented hereunder are transferrable
on the books of the Trust by the registered holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is issued by the Trustees of Longleaf Partners Fund, a
series of Longleaf Partners Funds Trust not individually but as Trustees of its
assets, and is not valid unless countersigned by the Transfer Agent.
Witness the facsimile seal of this Trust and the facsimile signatures
of the duly authorized members of the Board of Trustees.
Dated:
[SEAL]
/s/ O. Mason Hawkins /s/ G. Staley Cates
--------------------------------- ---------------------------------
CHAIRMAN OF THE BOARD OF TRUSTEES TRUSTEE
---------------------------------
COUNTERSIGNED: PFPC INC.
4400 COMPUTER DRIVE
WESTBOROUGH, MA 01581
BY
---------------------------------
AUTHORIZED OFFICER
<PAGE> 3
ORGANIZED IN THE COMMONWEALTH OF
MASSACHUSETTS
LONGLEAF PARTNERS REALTY FUND
=============================
An Open End Management Investment Company
Seeking Long Term Capital Growth
A SERIES OF LONGLEAF PARTNERS FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
SEE REVERSE SIDE FOR
ADDITIONAL PROVISIONS
THIS CERTIFIES that is the owner of
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 543069 30 6
FULLY PAID AND NONASSESSABLE SHARES OF BENEFICIAL INTEREST OF NO PAR VALUE
Longleaf Partners Realty Fund is a series of Longleaf Partners Funds
Trust, which was established as a series Massachusetts Business Trust
(hereinafter called the "Trust") under a Declaration of Trust dated November 25,
1986, as amended from time to time.
This Certificate and the Shares represented hereunder are transferrable
on the books of the Trust by the registered holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is issued by the Trustees of Longleaf Partners Fund, a
series of Longleaf Partners Funds Trust not individually but as Trustees of its
assets, and is not valid unless countersigned by the Transfer Agent.
Witness the facsimile seal of this Trust and the facsimile signatures
of the duly authorized members of the Board of Trustees.
Dated:
[SEAL]
/s/ O. Mason Hawkins /s/ G. Staley Cates
--------------------------------- ---------------------------------
CHAIRMAN OF THE BOARD OF TRUSTEES TRUSTEE
---------------------------------
COUNTERSIGNED: PFPC INC.
4400 COMPUTER DRIVE
WESTBOROUGH, MA 01581
BY
---------------------------------
AUTHORIZED OFFICER
<PAGE> 4
ORGANIZED IN THE COMMONWEALTH OF
MASSACHUSETTS
LONGLEAF PARTNERS INTERNATIONAL FUND
====================================
An Open End Management Investment Company
Seeking Long Term Capital Growth
A SERIES OF LONGLEAF PARTNERS FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
SEE REVERSE SIDE FOR
ADDITIONAL PROVISIONS
THIS CERTIFIES that is the owner of
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 543069 40 5
FULLY PAID AND NONASSESSABLE SHARES OF BENEFICIAL INTEREST OF NO PAR VALUE
Longleaf Partners International Fund is a series of Longleaf Partners
Funds Trust, which was established as a series Massachusetts Business Trust
(hereinafter called the "Trust") under a Declaration of Trust dated November 25,
1986, as amended from time to time.
This Certificate and the Shares represented hereunder are transferrable
on the books of the Trust by the registered holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is issued by the Trustees of Longleaf Partners Fund, a
series of Longleaf Partners Funds Trust not individually but as Trustees of its
assets, and is not valid unless countersigned by the Transfer Agent.
Witness the facsimile seal of this Trust and the facsimile signatures
of the duly authorized members of the Board of Trustees.
Dated:
[SEAL]
/s/ O. Mason Hawkins /s/ G. Staley Cates
--------------------------------- ---------------------------------
CHAIRMAN OF THE BOARD OF TRUSTEES TRUSTEE
---------------------------------
COUNTERSIGNED: PFPC INC.
4400 COMPUTER DRIVE
WESTBOROUGH, MA 01581
BY
---------------------------------
AUTHORIZED OFFICER
<PAGE> 5
The Trust will furnish to any shareholder upon request and without charge, a
full statement of the designations, preferences, limitations, and relative
rights of the shares authorized to be Issued.
----------------
The following abbreviations, when used in the inscription on the line
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
---------- ---------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
--------------------------
(State)
Additional abbreviations may also be used though not in the above list.
----------------
For value received, hereby sell, assign, and transfer unto
----------------
PLEASE INSERT SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER OF ASSIGNEE.
----------------------------
----------------------------
-------------------------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-----------------------------------------------------------------------, Shares
of Beneficial Interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint
---------------------------------------------
Attorney
----------------------------------------------------------------------
to transfer the said Shares on the books of the within-named Trust with full
power of substitution in the premises.
Dated
-----------------------
------------------------------------
------------------------------------
NOTICE: THE SIGNATURES TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER AND MUST BE
MEDALLION GUARANTEED BY AN
INSTITUTION THAT IS AN EMERALD
GUARANTOR UNDER A SIGNATURE
MEDALLION GUARANTEE PROGRAM.
ADDITIONAL PROVISIONS
THE HOLDER AND EVERY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE OR OF
THE SHARES REPRESENTED HEREBY OR OF ANY INTEREST THEREIN ACCEPTS AND AGREES TO
BE BOUND BY THE PROVISIONS OF THE DECLARATION OF TRUST AND ALL AMENDMENTS
THERETO, ALL OF WHICH ARE FILED WITH THE SECRETARY OF THE COMMONWEALTH OF
MASSACHUSETTS AND RECORDED IN THE OFFICE OF THE CITY CLERK, CITY OF BOSTON,
SUFFOLK COUNTY, COMMONWEALTH OF MASSACHUSETTS, AND SUCH BY-LAWS OF THE TRUST AS
MAY BE FROM TIME TO TIME ADOPTED BY THE TRUSTEES (COPIES OF WHICH ARE ON FILE AT
THE PRINCIPAL OFFICE OF THE TRANSFER AGENT OF THE TRUST) ALL OF WHICH PROVISIONS
ARE HEREBY INCORPORATED BY REFERENCE AS FULLY AS IF SET FORTH HEREIN IN THEIR
ENTIRETY. THE DECLARATION OF TRUST PROVIDES THAT THE TRUST DOCUMENT AND THE
NAMES "LONGLEAF PARTNERS FUND" AND "LONGLEAF PARTNERS FUNDS TRUST" REFER TO THE
TRUSTEES NOT PERSONALLY BUT AS SUCH TRUSTEES AND NO TRUSTEE, SHAREHOLDER,
OFFICER, OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, NOR
SHALL RESORT BE HAD TO PRIVATE PROPERTY OF ANY TRUSTEE, SHAREHOLDER, OFFICER, OR
EMPLOYEE OF THE TRUST FOR THE SATISFACTION OF ANY OBLIGATION OR CLAIM IN
CONNECTION WITH THIS CERTIFICATE OR THE SHARES OF BENEFICIAL INTEREST IN THE
TRUST ESTATE REPRESENTED HEREBY.
