nvq

0000950123-09-064217.txt : 20091119 0000950123-09-064217.hdr.sgml : 20091119 20091119125332 ACCESSION NUMBER: 0000950123-09-064217 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20091119 DATE AS OF CHANGE: 20091119 EFFECTIVENESS DATE: 20091119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LONGLEAF PARTNERS FUNDS TRUST CENTRAL INDEX KEY: 0000806636 IRS NUMBER: 000000000 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-04923 FILM NUMBER: 091195239 BUSINESS ADDRESS: STREET 1: C/O SOUTHEASTERN ASSET MANAGEMENT STREET 2: 6410 POPLAR AVE, SUITE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9017612474 MAIL ADDRESS: STREET 1: C/O SOUTHEASTERN ASSET MANAGEMENT STREET 2: 6410 POPLAR AVE, SUITE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT FUNDS TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT VALUE TRUST DATE OF NAME CHANGE: 19881220

0000806636 S000009311 Longleaf Partners Fund

C000025443 Longleaf Partners Fund llpfx

0000806636 S000009312 Longleaf Partners Small-Cap Fund

C000025444 Longleaf Partners Small-Cap Fund llscx

0000806636 S000009313 Longleaf Partners International Fund

C000025445 Longleaf Partners International Fund llinx

N-Q 1 g20167nvq.htm FORM N-Q nvq

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04923

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 offices)	(Zip code)

Andrew R. McCarroll, Esq.
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900, Memphis, TN 38119

(Name and address of agent for service)

Registrant’s telephone number, including area code: (901) 761-2474

Date of fiscal year end: December 31

Date of reporting period: September 30, 2009

Item 1. — Schedule of Investments

Longleaf Partners Fund
Schedule of Investments
September 30, 2009
(Unaudited)


	Shares		Value
Common Stock 85.8%
Broadcasting and Cable 14.3%
The DIRECTV Group, Inc.*		26,244,000	$	723,809,520
Liberty Media Entertainment Corporation – Class A*		13,174,999		409,874,219

				1,133,683,739

Construction Materials 4.8%
Cemex S.A.B. de C.V. ADS (Foreign)*		29,459,040		380,610,797

Entertainment 5.9%
The Walt Disney Corporation		17,035,082		467,783,352

Hotels 4.9%
Marriott International, Inc.^(c)		13,963,769		385,260,387

Insurance Brokerage 3.3%
Aon Corporation		6,361,677		258,856,637

Internet and Catalog Retail 5.3%
Liberty Media Holding Corporation – Interactive Series A*		38,289,181		420,032,316

Multi-Industry 4.8%
Koninklijke (Royal) Philips Electronics N.V.		12,144,000		295,709,670
Koninklijke (Royal) Philips Electronics N.V. ADR		3,406,731		82,987,967

				378,697,637


Natural Resources 13.0%
Chesapeake Energy Corporation		25,596,576		726,942,758
Pioneer Natural Resources Company^(a)		8,657,900		314,195,191

				1,041,137,949


Property & Casualty Insurance 8.6%
Berkshire Hathaway Inc. – Class A*		2,863		289,163,000
The NipponKoa Insurance Company, Ltd.^(a)		63,701,000		398,818,715

				687,981,715


Restaurants 4.8%
Yum! Brands, Inc.		11,410,958		385,233,942

Technology 8.1%
Dell Inc.^(c)*		42,430,665		647,491,948

Telecommunications 5.2%
Level 3 Communications, Inc.^(a)*		142,006,754		197,389,388
Telephone and Data Systems, Inc.		1,530,800		47,470,108
Telephone and Data Systems, Inc. – Special		5,666,200		168,172,816

				413,032,312


	Shares			Value

Transportation 2.8%
FedEx Corporation		2,930,629		$	220,441,913

Total Common Stocks (Cost $6,177,026,190)					6,820,244,644


		Principal Amount
Corporate Bonds 1.5%
Telecommunications 1.5%
Level 3 Communications, Inc., 15% Convertible Senior Notes due 1-15-13^(a)(b)(Cost $100,062,000)		100,062,000			118,698,548

Short-Term Obligations 13.0%
Repurchase Agreement with State Street Bank, 0.01% due 10/1/09, Repurchase price $335,260,093 (Collateral: $272,775,000 U.S. Treasury Bonds, 3.58%-3.96%, due 11/15/21 to 5/15/39, Value $341,966,590)		335,260,000			335,260,000
U.S. Treasury Bills, 0.13%-0.15% due 10/15/09 to 12/10/09		700,000,000			699,958,300

Total Short-Term Obligations (Cost $1,035,178,334)					1,035,218,300

Total Investments (Cost $7,312,266,524)		100.3	%		7,974,161,492
Other Assets and Liabilities, Net		(0.3	)		(23,325,889	)

Net Assets		100.0	%	$	7,950,835,603

Net asset value per share				$	22.99

FORWARD CURRENCY CONTRACTS


Currency Sold and Settlement Date	Currency Units Sold	Currency Market Value		Unrealized Loss

Japanese Yen 12/18/09	8,000,000,000	$	89,170,489	$	(8,764,439	)
Japanese Yen 3/26/10	4,900,000,000		54,658,341		(3,230,969	)

		$	143,828,830	$	(11,995,408	)

OPTIONS WRITTEN

Description	Contracts	Market Value		Unrealized Loss

Marriott International, Inc. Call, January 2010, Strike Price $30	12,000,000	$	18,720,000	$	(2,490,000	)

* Non-income producing security.


^(a)	Affiliated issuer, as defined under Section 2(a)(3) of the Investment Company Act of 1940 (ownership of 5% or more of the outstanding voting securities of the issuer).


^(b)	Illiquid and board valued.


^(c)	A portion designated as collateral for forward currency contracts and option contracts.

See footnotes on page 8.

Longleaf Partners Small-Cap Fund

Schedule of Investments

September 30, 2009
(Unaudited)


	Shares	Value
Common Stock 98.4%
Construction Materials 4.4%
Texas Industries, Inc.^(a)	2,514,100	$	105,567,059

Education & Media 6.5%
The Washington Post Company – Class B	337,855		158,143,168

Entertainment 4.9%
Discovery Communications, Inc. – Class C*	4,545,704		118,324,675

Financial Services 4.3%
The First American Corporation	3,203,969		103,712,477

Funeral Services 5.1%
Service Corporation International^(a)	17,540,716		122,960,419

Grocery – Retail 3.4%
Ruddick Corporation^(a)	3,107,459		82,720,559

Information Technology 6.3%
Fair Isaac Corporation^(a)	7,076,400		152,071,836

Insurance Brokerage 4.0%
Willis Group Holdings Limited	3,398,000		95,891,560

Manufacturing 3.8%
Worthington Industries, Inc.^(a)	6,581,000		91,475,900

Medical and Photo Equipment 4.5%
Olympus Corporation	4,096,000		108,600,011

Natural Resources 9.4%
Pioneer Natural Resources Company	4,004,300		145,316,047
Potlatch Corporation^(a)	2,887,000		82,135,150

			227,451,197


Property & Casualty Insurance 17.6%
Everest Re Group, Ltd.	1,335,000		117,079,500
Fairfax Financial Holdings Limited	579,772		214,938,874
Markel Corporation*	288,000		94,988,160

			427,006,534


Restaurants 7.7%
DineEquity, Inc.^(a)*	2,978,100		73,707,975
Wendy’s/Arby’s Group, Inc.	23,197,597		109,724,634

			183,432,609


Retail 5.3%
Dillards, Inc. – Class A^(a)	9,050,748		127,615,547


	Shares				Value
Telecommunications 11.2%
Level 3 Communications, Inc.*		52,451,000		$	72,906,890
tw telecom inc.^(a)*		14,732,670			198,154,411

					271,061,301

Total Common Stocks (Cost $2,553,961,589)					2,376,034,852


	Principal
	Amount
Short-Term Obligations 1.2%
Repurchase Agreement with State Street Bank, 0.01% due 10/1/09 Repurchase price $28,041,008 (Collateral: $19,790,000 U.S. Treasury Bond, 3.58%, due 11/15/21, Value $28,608,424)		28,041,000			28,041,000

Total Investments (Cost $2,562,002,589)		99.6	%		2,404,075,852
Other Assets and Liabilities, Net		0.4			9,852,578

Net Assets		100.0	%	$	2,413,928,430

Net asset value per share				$	20.27

* Non-income producing security.


^(a)	Affiliated issuer, as defined under Section 2(a)(3) of the Investment Company Act of 1940 (ownership of 5% or more of the outstanding voting securities of the issuer).

See footnotes on page 8.

Longleaf Partners International Fund

Schedule of Investments

September 30, 2009
(Unaudited)


	Shares	Value
Common Stock 95.2%
Beverages 2.6%
Diageo plc	3,742,000	$	57,410,985

Construction Materials 5.9%
Cemex S.A.B. de C.V. ADS*	10,118,000		130,724,560


Hospitality Services 12.6%
Accor S.A.^(a)	1,987,500		110,636,414
Genting Berhad^(a)	85,505,400		169,479,065

			280,115,479


Industrial 4.6%
Linde AG	935,487		101,411,960

Insurance Brokerage 4.5%
Willis Group Holdings Limited	3,586,000		101,196,920

Medical and Photo Equipment 4.8%
Olympus Corporation (Japan)^(a)	4,012,000		106,372,863

Multi-Industry 19.6%
ACS, Actividades de Construccion Y Servicios, S.A.	2,995,353		156,219,827
Cheung Kong Holdings Limited (Hong Kong)^(a)	12,893,000		163,615,273
Ingersoll-Rand Company Limited	251,148		7,702,709
Koninklijke (Royal) Philips Electronics N.V.	793,000		19,309,764
Koninklijke (Royal) Philips Electronics N.V. ADR	3,683,000		89,717,880

			436,565,453


Natural Resources 5.9%
EnCana Corporation	650,000		37,446,500
Japan Petroleum Exploration Co., Ltd.^(a)	1,816,900		92,702,078

			130,148,578


Property & Casualty Insurance 22.2%
Fairfax Financial Holdings Limited	598,543		221,897,846
The NipponKoa Insurance Company, Ltd.^(a)	28,556,000		178,783,178
Sompo Japanese Insurance Company Inc.	13,995,000		94,167,883

			494,848,907


Restaurants 4.5%
Yum! Brands, Inc.	2,939,500		99,237,520


	Shares		Value

Securities Brokerage 3.3%
Daiwa Securities Group, Inc.^(a)		14,441,000	$	74,485,412

Technology 4.7%
Dell Inc. (United States)^(a)*		6,832,800		104,268,528


Total Common Stocks (Cost $1,915,846,962)				2,116,787,165



	Principal
	Amount

Short-Term Obligations 4.5%
Repurchase Agreement with State Street Bank, 0.01% due 10/1/09, Repurchase price $50,818,014 (Collateral: $41,235,000 U.S. Treasury Bonds, 3.14%-3.58%, due 8/15/18 to 11/15/21, Value $51,834,566)		50,818,000			50,818,000

U.S. Treasury Bill, 0.19% due 10/22/09		50,000,000			49,999,200

Total Short-Term Obligations (Cost $100,817,472)					100,817,200

Total Investments (Cost $2,016,664,379)		99.7	%		2,217,604,365
Other Assets and Liabilities, Net		0.3			5,905,986

Net Assets		100.0	%	$	2,223,510,351

Net asset value per share				$	13.46

FORWARD CURRENCY CONTRACTS


Currency Sold and Settlement Date	Currency Units Sold	Currency Market Value		Unrealized Loss

Euro 12/18/09	45,000,000	$	65,844,488	$	(5,332,989	)
Euro 3/26/10	43,000,000		62,898,684		(2,797,583	)

Japanese Yen 12/18/09	8,000,000,000		89,170,489		(8,764,439	)
Japanese Yen 2/26/10	9,800,000,000		109,293,371		(8,893,821	)
Japanese Yen 3/26/10	5,750,000,000		64,139,890		(5,104,729	)
Malaysian Ringgit 12/17/09	72,000,000		20,735,655		(324,404	)
Malaysian Ringgit 3/26/10	145,000,000		41,622,842		(869,610	)
Malaysian Ringgit 6/25/10	30,000,000		8,595,118		(65,120	)

		$	462,300,537	$	(32,152,695	)

* Non-income producing security.



^(a)	All or a portion designated as collateral for forward currency contracts.

See footnotes on page 8.

Longleaf Partners Funds Trust
Notes to Schedules of Investments
September 30, 2009
(Unaudited)

1. Organization, Significant Accounting Policies, and other investment related disclosures are hereby incorporated by reference from the June 30, 2009 Semi-Annual Report previously filed with the Securities and Exchange Commission on Form N-CSR.

2. Unrealized Appreciation (Depreciation) and Tax Cost

The net federal income tax unrealized appreciation (depreciation) and federal tax cost of investments held by each fund as of the period end were as follows:


	Partners Fund			Small-Cap Fund			International Fund
Unrealized Appreciation	$	1,681,600,172		$	324,782,955		$	472,121,282
Unrealized Depreciation		(1,019,705,204	)		(482,709,692	)		(271,181,296	)
Net Unrealized Appreciation		661,894,968			(157,926,737	)		200,939,986

Cost for Federal Income Tax Purposes	$	7,333,227,060		$	2,563,921,290		$	2,016,664,379

3. Investments in Affiliates

Under Section 2(a)(3) of the Investment Company Act of 1940, a portfolio company is defined as “affiliated” if a Fund owns five percent or more of its voting stock. Each Fund held at least five percent of the outstanding voting stock of the following companies during the period ended September 30, 2009.


	Shares^(a) at			Market Value
	September 30, 2009			September 30, 2009		December 31, 2008
Partners Fund
Level 3 Communications, Inc.^*		142,006,754		$	197,389,388	$	107,518,428
Level 3 Communications, Inc.
6% Convertible Subordinated Notes due 3-15-10		–			–		28,000,000
Level 3 Communications, Inc.
15% Convertible Senior Notes due 1-15-13		100,062,000	^(b)		118,698,548		96,289,663
The NipponKoa Insurance Company, Ltd.		63,701,000			398,818,715		495,581,331
Pioneer Natural Resources Company		8,657,900			314,195,191		140,084,822
Sun Microsystems, Inc.^*		–			–		204,278,320
Sun Microsystems, Inc. Call January 2010 Strike price $10		–			–		1,375,000

					1,029,101,842		73,707,564

Small-Cap Fund
Del Monte Foods Company		–			–		87,693,480
Dillards, Inc.		9,050,748			127,615,547		35,931,470
DineEquity, Inc.^*		2,978,100			73,707,975		34,426,836
Fair Isaac Corporation		7,076,400			152,071,836		119,308,104
Potlach Corporation		2,887,000			82,135,150		39,136,154
Ruddick Corporation		3,107,459			82,720,559		85,921,241
Service Corporation International		17,540,716			122,960,419		70,833,325
Texas Industries, Inc.		2,514,100			105,567,059		86,736,450
tw telecom, inc^*		14,732,670			198,154,411		124,785,715
Worthington Industries, Inc.		6,581,000			91,475,900		72,522,620

				$	1,036,408,856	$	757,295,395

Purchases, sales and dividend income for these affiliates for the period ended September 30, 2009 were as follows:

Purchases

Sales

Dividend or
Interest Income^(c)

Partners Fund

Level 3 Communications, Inc.^*

$ –

$ 17,343,163

$ –

Level 3 Communications, Inc.
6% Convertible Subordinated
Notes due 3-15-10

–

38,900,000

5,810,393

^(d)

Level 3 Communications, Inc.
15% Convertible Senior
Notes due 1-15-13

–

11,243,133

^(d)

The NipponKoa Insurance Company, Ltd.

–

4,812,504

Pioneer Natural Resources Company

–

692,632

Sun Microsystems, Inc.^*

–

485,661,990

–

Sun Microsystems, Inc. Call
January 2010 Strike price $10

–

851,495

–

$ 542,756,648

22,558,662

Small-Cap Fund

Del Monte Foods Company

–

97,094,858

864,000

Dillards, Inc.

–

1,086,090

DineEquity, Inc.^*

–

Fair Isaac Corporation

–

424,584

Potlach Corporation

33,544,406

–

4,417,110

Ruddick Corporation

–

1,118,685

Service Corporation International

22,775,973

10,008,997

2,180,263

Texas Industries, Inc.

–

565,673

tw telecom, inc.^*

–

Worthington Industries, Inc.

–

2,434,970

$ 56,320,379

$ 107,103,855

$ 13,091,375

       ^*   Non-income producing.

      ^(a)   Common stock unless otherwise noted.
      ^(b)   Principal amount.
      ^(c)   Dividend income unless otherwise noted.
      ^(d)   Interest income.

4. Fair Value for Financial Reporting

Statement of Financial Accounting Standards No. 157 (“FAS 157”) establishes a single definition of fair value for financial reporting, creates a three-tier framework for measuring fair value based on inputs used to value the Funds’ investments, and requires additional disclosure about the use of fair value measurements. The hierarchy of inputs is summarized below.

• Level 1 — quoted prices in active markets for identical investments

• Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds,
credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

Observable inputs are those based on market data obtained from sources independent of the Funds’, and unobservable inputs reflect the Funds’ own assumptions based on the best information available. The input levels are not necessarily an indication of risk or liquidity associated with investing in those securities.

A summary of the inputs used in valuing the Funds' net assets as of September 30, 2009 follows:


	Partners Fund					Small-Cap Fund				International fund
			Other Financial					Other Financial				Other Financial
			Instruments					Instruments				Instruments
	Investment		(Unrealized			Investment		(Unrealized		Investment		(Unrealized
	in Securities		Depreciation)*			in Securities		Depreciation)*		in Securities		Depreciation)*
Level 1 — quoted prices	$	7,855,462,944	$	(11,995,408	)	$	2,404,075,852	$	–	$	2,217,604,365	$	(32,152,695	)
Level 2 — significant other observable inputs		118,698,548		(2,490,000	)		–		–		–		–
Level 3 — significant unobservable inputs		–		–			–		–		–		–

Total	$	7,974,161,492	$	(14,485,408	)	$	2,404,075,852	$	–	$	2,217,604,365	$	(32,152,695	)


*		- Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as forward currency contracts and options written which are valued at the unrealized appreciation/depreciation of the investment. These financial instruments are presented following the Portfolio of Investments.

Item 2. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the design and operation of such procedures are effective and provide reasonable assurance that information required to be disclosed by the investment company in this report is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

(b) At the date of filing this Form N-Q, the registrant’s principal executive officer and principal financial officer are aware of no changes in the registrant’s internal control over financial reporting during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

Separate certifications by the registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Longleaf Partners Funds Trust


By		/s/ O. Mason Hawkins
		O. Mason Hawkins
		Trustee

Date		November 19, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By		/s/ O. Mason Hawkins
		O. Mason Hawkins
		Chairman and CEO, Southeastern Asset Management, Inc. Functioning as principal executive officer under agreements with Longleaf Partners Funds Trust and its separate series.

Date		November 19, 2009

By		/s/ Julie M. Bishop
		Julie M. Bishop
		Vice President and CFO-Mutual Funds, Southeastern Asset Management, Inc. Functioning as principal financial officer under agreements with Longleaf Partners Funds Trust and its separate series.

Date		November 19, 2009

EX-99.CERT 2 g20167exv99wcert.htm EX-99.CERT exv99wcert

CERTIFICATIONS

I, O. Mason Hawkins, certify that:

1. I have reviewed this report on Form N-Q of the Longleaf Partners Funds Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule
30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 19, 2009		/s/ O. Mason Hawkins
		O. Mason Hawkins
		Chairman and CEO, Southeastern Asset Management, Inc. Functioning as principal executive officer under agreements with Longleaf Partners Funds Trust and its separate series.

A signed original of this written statement has been provided to Longleaf Partners Funds Trust and will be retained by Longleaf Partners Funds Trust and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATIONS

I, Julie M. Bishop, certify that:

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 19, 2009		/s/ Julie M. Bishop
		Julie M. Bishop
		Vice President and CFO-Mutual Funds, Southeastern Asset Management, Inc. Functioning as principal financial officer under agreements with Longleaf Partners Funds Trust and its separate series.

1.		I have reviewed this report on Form N-Q of the Longleaf Partners Funds Trust;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: