Filed Pursuant to Rule 485(b)
Registration Nos. 33-10472
811-04923
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | x | |||
Pre-Effective Amendment No. | ¨ | |||
Post-Effective Amendment No. 42 | x |
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | x | |||
Amendment No. 42 | x |
LONGLEAF PARTNERS FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
c/o Southeastern Asset Management, Inc.
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(Address of Principal Executive Office)
Registrants Telephone Number, including area code: (901) 761-2474
Andrew R. McCarroll, Esq.
Southeastern Asset Mgmt., Inc.
6410 Poplar Ave., Ste. 900
Memphis, TN 38119
901-761-2474
(Name and Address of Agent for Service)
Approximate date of commencement of proposed public offering: As soon as practical after the effective date of the Registration Statement.
It is proposed that this filing will become effective (check appropriate box)
x | immediately upon filing pursuant to paragraph (b) |
¨ | on , pursuant to paragraph (b) |
¨ | 60 days after filing pursuant to paragraph (a)(1) |
¨ | on , pursuant to paragraph (a)(1) |
¨ | 75 days after filing pursuant to paragraph (a)(2) |
¨ | on (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
¨ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
SIGNATURES*
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Longleaf Partners Funds Trust, a Massachusetts business trust (the Master Fund) now having four series or portfolios, Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, Longleaf Partners International Fund and Longleaf Partners Global Fund, certifies that it has met all the requirements for effectiveness pursuant to Rule 485(b) under the Securities Act of 1933 and that it has duly caused this Post Effective Amendment No. 42 to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Memphis and State of Tennessee, on this 17th day of January, 2013.
LONGLEAF PARTNERS FUNDS TRUST (THE MASTER FUND) | ||||
LONGLEAF PARTNERS FUND | ||||
LONGLEAF PARTNERS SMALL-CAP FUND | ||||
LONGLEAF PARTNERS INTERNATIONAL FUND | ||||
LONGLEAF PARTNERS GLOBAL FUND | ||||
By: | /s/ O. Mason Hawkins | |||
O. Mason Hawkins | ||||
Chairman and Chief Executive Officer | ||||
Southeastern Asset Management, Inc. | ||||
Functioning as principal executive officer under agreements with Longleaf Partners Funds Trust and its separate series | ||||
By: | /s/ Julie M. Bishop | |||
Julie M. Bishop | ||||
Mutual Fund Chief Financial Officer & Principal | ||||
Southeastern Asset Management, Inc. | ||||
Functioning as principal financial and accounting officer under agreements with Longleaf Partners Funds Trust and its separate series | ||||
By: | /s/ Andrew R. McCarroll | |||
Andrew R. McCarroll | ||||
General Counsel & Principal | ||||
Southeastern Asset Management, Inc. | ||||
Functioning as principal legal officer under agreements with Longleaf Partners Funds Trust and its separate series |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 42 to the Registration Statement of Longleaf Partners Funds Trust on Form N-1A has been signed below by the following persons in the capacities indicated on the dates indicated.
Signature |
Title |
Date |
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INTERESTED TRUSTEES | ||||||||
/s/ O. Mason Hawkins** |
Trustee | January 17, 2013 | ||||||
O. Mason Hawkins | ||||||||
/s/ Margaret H. Child** |
Trustee | January 17, 2013 | ||||||
Margaret H. Child | ||||||||
NON-INTERESTED TRUSTEES | ||||||||
/s/ Chadwick H. Carpenter, Jr.** |
Trustee | January 17, 2013 | ||||||
Chadwick H. Carpenter, Jr. | ||||||||
/s/ Daniel W. Connell, Jr.** |
Trustee | January 17, 2013 | ||||||
Daniel W. Connell, Jr. | ||||||||
/s/ Rex M. Deloach** |
Trustee | January 17, 2013 | ||||||
Rex M. Deloach | ||||||||
/s/ Steven N. Melnyk** |
Trustee | January 17, 2013 | ||||||
Steven N. Melnyk | ||||||||
/s/ C. Barham Ray** |
Trustee | January 17, 2013 | ||||||
C. Barham Ray | ||||||||
/s/ Perry C. Steger** |
Chairman of the Board | January 17, 2013 | ||||||
Perry C. Steger |
**By: | /s/ Andrew R. McCarroll | |
Andrew R. McCarroll | ||
Attorney-in-Fact | ||
January 17, 2013 |
(*) As of the date of execution of this Post-Effective Amendment No. 42, the Board of Trustees of each Series consists of eight individuals, as shown above. Each Trustee is a Trustee of each Series, and each is signing this Post-Effective Amendment on behalf of each such Series.
(**) Executed by Andrew R. McCarroll pursuant to a Power of Attorney dated as of May 19, 2011.
NOTICE
A Copy of the Declaration of Trust of Longleaf Partners Funds Trust (the Registrant) is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by the above Trustees or officers of the Registrant in their capacities as Trustees or as officers and not individually, and any obligations arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually, but instead are binding only upon the assets and property of the Registrant.
EXHIBIT INDEX
Index No. |
Description of Exhibit | |||
EX-101.INS | XBRL Instance Document | |||
EX-101.SCH | XBRL Taxonomy Extension Schema Document | |||
EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |||
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase | |||
EX-101.LAB | XBRL Taxonomy Extension Labels Linkbase | |||
EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
Longleaf Partners Small-Cap Fund | |||||||||||||||||||||||||||||||
Small-Cap Fund Summary | |||||||||||||||||||||||||||||||
Investment Objective and Policy | |||||||||||||||||||||||||||||||
Longleaf Partners Small-Cap Fund seeks long-term capital growth. The Fund seeks to achieve this objective by investing primarily in a limited number of small-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 Small-Cap Fund. | |||||||||||||||||||||||||||||||
Transaction Fees and Expenses (sales charges or loads) (fees paid directly from your investment) |
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
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Example of Fund Expenses. | |||||||||||||||||||||||||||||||
This example helps compare the cost of investing in the Small-Cap 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. | |||||||||||||||||||||||||||||||
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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 37.33% 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:
The Small-Cap Fund normally invests at least 80% of net assets plus any borrowings for investment purposes in the equity securities, including convertible securities, of a limited number of companies whose market capitalizations at the time of purchase are considered small cap. 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 did not invest significantly in derivative instruments over its last fiscal year, it reserves the right to do so at any time when Southeastern believes it would benefit the Fund. 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. Definition of Small-Cap ▪ Currently, a company will be considered small cap if its market capitalization at the time of purchase is within the range of companies in the Russell 2000 Index, the S&P Small-Cap 600 Index, or the Wilshire US Small-Cap Index during the most recent 12-month period (based on month-end data). This capitalization range will change over time. At November 30, 2012, the top of this range was $5.2 billion. |
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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 either 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. Small-Cap Risks ▪ Smaller companies may have more limited product lines, markets, and financial resources than larger companies, and to the extent recently established, may have limited or no operating history to evaluate. In addition, their securities may trade less frequently and in more limited volume than those of larger companies. Small-cap stocks may be more volatile than those of larger companies and, where trading volume is thin, our ability to dispose of such securities may be more limited. 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. |
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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 longleafpartners.com or (800) 445-9469. | |||||||||||||||||||||||||||||||
Past Fund Performance Total Return (%) | |||||||||||||||||||||||||||||||
Best Quarter in last 10 years 2nd Quarter of 2003 26.50% Worst Quarter in last 10 years 4th Quarter of 2008 (28.21)% |
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Average Annual Total Returns at December 31, 2011 | |||||||||||||||||||||||||||||||
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