Longleaf Partners Fund

Partners Fund Summary

Investment Objective and Policy

Longleaf Partners Fund seeks long-term capital growth. The Fund seeks to achieve this objective by investing primarily in a limited number of mid- and large-cap U.S. companies we believe to be significantly undervalued. Current income is not an objective.

Fees and Expenses

The following table shows the fees and expenses you may pay to buy and hold shares of the Partners Fund.

Shareholder Fees (USD $)	Longleaf Partners Fund
Transaction Fees and Expenses (sales charges or loads) (fees paid directly from your investment)	none

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses	Longleaf Partners Fund
Management Fees	0.76%
12b-1 Fees	none
Other Expenses	0.15%
Total Annual Fund Operating Expenses	0.91%

Example of Fund Expenses.

This example helps compare the cost of investing in the Partners Fund with other mutual funds. The table shows what you would pay in expenses over time, whether or not you sold your shares at the end of each period. The example assumes a $10,000 investment, a 5% total return each year, and no changes in expenses. Your actual costs may be higher or lower than those shown.

Expense Example (USD $)	One Year	Three Years	Five Years	Ten Years
Longleaf Partners Fund	93	290	504	1,120

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 23.55% of the average value of its portfolio.

Principal Investment Strategy

The Fund seeks superior long-term performance by acquiring equity securities that we believe meet our qualitative and quantitative criteria:

• Good businesses that are understandable, financially sound, competitively entrenched, and will generate growing free cash flow;

• Good management partners who are capable operators, responsible capital allocators, trustworthy, and shareholder-oriented; and

• Good price that is 60% or less of our conservative appraisal determined through fundamental financial analysis using disciplines we've applied over 37 years. We believe purchasing equities at prices substantially less than their intrinsic worth will protect capital from significant permanent loss and provide the opportunity for substantial appreciation if the market recognizes the company's value.

We sell securities when they approach our appraisals, when we perceive a change in company fundamentals, a decline in attractiveness relative to other issues, or if the original reasons for purchase materially change.

The Fund primarily owns common stock but may purchase other types of securities. The Fund may invest up to 30% of assets in non-U.S. securities, which could include emerging market issuers, and may achieve its exposure to non-U.S. securities through investing in American depositary receipts (ADRs). The Fund may purchase and sell (write) put and call options, futures contracts and options on futures contracts, swaps and other similar instruments and may engage in short sales. Although the Fund reserves the right to invest in derivatives of any kind when Southeastern believes it would benefit the Fund, during the last fiscal year it employed swaps and option strategies to seek enhanced returns.

The Fund is "non-diversified," which means that it may invest a significant portion of its assets in a relatively small number of issuers, and generally invests in 15 to 25 companies.

Principal Investment Risks

The following are summaries of the principal risks of investing in the Fund. For additional risk information that you should consider, see Risks of Investing in the Fund’s statutory prospectus.

Stock Market Risk · Equity prices fluctuate in response to actual or perceived developments at individual companies, within particular industries or sectors or general economic conditions. If the Fund’s price declines and you redeem your shares, you could lose money.

Investment Selection Risk · Investments might not reach what we believe are their true values because the market fails to recognize the value or because we misjudged it.

Corporate Ownership Risks · As partial owners of companies, we face a number of risks inherent in owning a business, such as operational, financial and regulatory risk. If businesses we own in the Funds do not successfully address these risks, their business values and stock prices may decline and negatively impact your Fund shares.

Non-Diversification Risk · Because the Fund is non-diversified under federal securities laws and generally invests in 15 to 25 companies, each holding will have a greater impact on the Fund’s total return, and share value could fluctuate more than if a greater number of securities were held.

Non-U.S. Investment Risks · Non-U.S. investment risks can include political and economic changes, non-U.S. withholding taxes, exchange controls, confiscation, non-U.S. governmental restrictions, differences in accounting and auditing standards, more limited availability of public information and market illiquidity.

In addition, non-U.S. securities are generally denominated and traded in non-U.S. currencies, and the Fund may invest in derivative instruments that provide exposure to non-U.S. currencies. The exchange rates between currencies can fluctuate daily. As a result, the values of a Fund’s non-U.S. securities may be affected by changes in exchange rates between non-U.S. currencies and the U.S. dollar, as well as between currencies of countries other than the U.S. In some cases, the Fund may try to hedge to reduce the impact of currency exchange fluctuation, but does not intend to do so routinely. As a result, the Fund’s price will be more susceptible to currency fluctuations.

Non-U.S. investment risks may be more pronounced in emerging markets.

Derivatives Risks · The Fund’s use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities, currencies and other traditional investments. To the extent it invests in derivative instruments, the Fund could lose more than the principal amount invested, and the use of certain derivatives may subject the Fund to the potential for unlimited loss. A derivative investment may not perform as we expect, may become illiquid and may result in loss if the Fund’s counterparty is unable or unwilling to meet its obligations. Derivatives also involve the risk of mispricing or improper valuation, the risk of ambiguous documentation, and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. In addition, the use of derivatives may increase or accelerate the amount of taxes payable by shareholders.

Performance

The bar chart and performance table illustrate the variability of returns and provide some indication of the risks of investing by showing the changes in performance from year to year, as well as how the Fund's average annual returns for the 1, 5 and 10 years compare with a broad-based securities market index. Past performance (before and after taxes) does not indicate how the Fund will perform in the future. Free updated performance information can be obtained at southeasternasset.com or (800) 445-9469.

Past Fund Performance Total Return (%)

Best Quarter
in last 10 years.
2nd Quarter of 2009
26.63%

Worst Quarter
in last 10 years.
4th Quarter of 2008
(34.74)%

Average Annual Total Returns at December 31, 2011

Average Annual Total Returns		One Year	Five Year	Ten Year
Longleaf Partners Fund	[1]	(2.85%)	(2.85%)	3.74%
Return After Taxes on Distributions Longleaf Partners Fund	[1][2]	(3.37%)	(3.25%)	3.28%
Return After Taxes on Distributions and Sale of Fund Shares Longleaf Partners Fund	[1][2]	(1.36%)	(2.46%)	3.21%
S&P 500 Index Longleaf Partners Fund	[3]	2.11%	(0.25%)	2.92%

[1] (net of fees and expenses)

[2] After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

[3] Comparative Index (no deductions for fees, expenses, or taxes)