Form 40-24B2

Longleaf Partners Fund

Q2 2012 Review (at 6/30/12)

Net Assets

# of Positions

Cash (as % of Assets)

Wtd Avg. Mkt Cap


Q2 Performance Contribution
Top 3 Contributors	Stock Return		Portfolio Contribution
Disney		11 %		0.44 %
Travelers Cos.		9		0.39
Abbott Labs		6		0.25

Bottom 3 Contributors	Stock Return		Portfolio Contribution
Dell		-25 %		-2.48 %
Chesapeake Energy		-20		-1.33
CEMEX		-13		-0.78


Sector Weights
	Partners Fund	S&P 500
Financials	28.6 %	14.4 %
Consumer Discretion	19.2	11.1
Energy	12.0	10.8
Materials	10.3	3.3
Industrials	10.3	10.5
Telecom	5.0	3.2
Technology	4.7	19.7
Health Care	4.5	12.0
Consumer Staples	--	11.3
Utilities	--	3.7
Cash & Other	5.4
TOTAL	100 %	100 %

Portfolio Adjustments

New Positions:

•

Chesapeake Energy Preferred

•

Berkshire Hathaway Class B

•

Vivendi

Full Eliminations:

•

Colgate-Palmolive


Top Ten Holdings
	Weight
Chesapeake Energy (common and preferred)		7.3	%
Loews		6.9
DIRECTV		6.4
AON		6.0
CEMEX (common and bonds)		5.4
FedEx		5.3
Philips Electronics		5.0
Vulcan Materials		4.9
Bank of New York Mellon		4.8
Dell		4.7
Total		56.7	%

This document is for institutional investors only. Top ten holdings do not reflect derivative investments. Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Please call (800)445-9469 or view southeasternasset.com to see current performance, which may be lower or higher than the performance quoted, and the semi-annual report to shareholders for additional commentary. View southeasternasset.com/mutual_fund_documents/prospectus for the Fund’s Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Funds. The annual expense ratio for the Longleaf Partners Fund is 0.91%. The risks associated with an investment in the Longleaf Partners Fund are detailed on page 2 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, and derivatives risk. Disney was 4.7%, Abbott was 4.5%, Travelers was 4.4% and Intercontinental Hotels was 4.4% of the portfolio. Discussion of particular investments is not a recommendation to buy or sell any security. Funds Distributed by: Rafferty Capital Markets, LLC.

Disney: results were ahead of expectations with higher ad revenues at ESPN and the Disney channels, lower programming and production costs at ABC, and higher attendance and spending at the theme parks.

Travelers: among the top U.S. property/casualty insurers, the company beat earnings expectations, raised its dividend, and repurchased 6 million shares. A lower combined ratio reflected stronger pricing and solid underwriting.

Dell: Dell’s disappointing earnings were primarily driven by a steeper decline than anticipated in notebook revenues. We lowered our appraisal to reflect slower notebook revenues and adjusted margin growth in the enterprise business to account for a larger sales force and the time lag to fully integrate acquired products. Our new appraisal equates to the company’s value a year ago. Results in the quarter supported the overall case for Dell transforming from low margin, declining hardware to growing, higher margin solutions. Enterprise grew 5% and represented over half of adjusted operating income. The broader migration to mobile and cloud computing will accelerate the transition pace. The company repurchased shares at a 4% annualized rate. Dell trades at less than 4.5 times free cash flow adjusting for the net cash.

Chesapeake: impacted by decade-low natural gas prices, governance questions, and concerns over 2012 cash needs that pressured the stock. The company owns some of the best oil and gas acreage in the U.S. at an extremely low cost. We became more active in the quarter to overhaul the board and encourage a focus on near-term financing and cost management. As a result, seven of the nine board members will have been pre-approved and/or submitted by Southeastern. This group is committed to prudently growing value per share and gaining recognition for that value. Following the governance transformation, we slightly increased our position via convertible preferreds which have an attractive yield and a convert price that is significantly below our appraisal.

Cemex: in spite of retreating in the quarter, Cemex remained among the Fund’s best performers for 2012. Results have been strong this year with increased volumes in the U.S. and South America and solid pricing in Mexico. The U.S. has turned EBITDA (earnings before interest, taxes, depreciation, amortization) positive for the first time since 2008, and the recent two year federal road bill extension will unlock needed funds for important highway projects. Additionally, Cemex and the banks that comprise half of its debt were renegotiating and extending terms at quarter end. We exchanged some of our equity for convertible bonds and swaps on those bonds to take advantage of the opportunity to move up the capital structure at an attractive yield to maturity and conversion price. We maintain a large percentage of Cemex’s upside while dramatically decreasing downside risk.

The Fund primarily owns industry leaders with vested and capable corporate partners. The market’s macro-driven volatility continues to swing performance somewhat dramatically over short intervals but has provided opportunities to make important adjustments to existing holdings and to find new investment qualifiers. Likewise, many of our management partners are building value per share through repurchasing stock at deep discounts, taking advantage of “Mr. Market’s” manic moves. The Fund trades at an attractive P/V in the low-60%s, and we expect values to continue to increase.

Proven Investment Thirty-seven years of successful results across multiple equity universes using the same Discipline in-depth, rigorous, research discipline to assess business value, quality, and management competence

Total AUM = $32.1 billion % Firm Separate Longleaf Mandate Assets AUM Accounts Funds

Global $9.9 B 31% $9.7 B $0.2 B US small cap $3.3 B 10% NA $3.3 B (closed) Non-US $1.7 B $0.3 B $1.4 B

Total Separate Account Relationships = 150 Total Assets Under Management =$32.1 billion 41% Longleaf Funds Years 27% Private Pension

Consistent leadership, deep cumulative knowledge, and a wide network of research contacts

Mason Hawkins, CFA (CEO) 40 37 Memphis Fraser Marcus 36 3 Memphis/London Staley Cates, CFA (CIO) 27 26 Memphis Doug Burton 24 1 Sydney Jim Thompson, CFA 24 14 Memphis Lee Harper 19 19 Memphis Ken Siazon 18 6 Singapore Peter Montgomery 15 2 Memphis Scott Cobb 17 6 London Gary Wilson, CFA 14 10 Memphis Lowry Howell, CFA 17

6 Memphis Gwin Myerberg 8 4 London Jason Dunn, CFA 15 15 Memphis John Owen 6 2 Memphis Josh Shores, CFA 10 5 London

ichael Johnson 13 2 Singapore Experience Tenure Location Doug Schrank 12 3 Memphis Ken Anthony 7 7 Memphis Jim Barton, CFA 21 14 Memphis

?Honorable and trustworthy ?Skilled operators ?Capable capital allocators ?Shareholder-oriented ?Properly incented

*P/V=60% or less where intrinsic value is determined by: ?Present value of free cash flow in each business segment ?Net asset value ?Comparable business sales

Long-term investment horizon, multi-year holding periods, low turnover. We sell when:

Sell high P/V to fund substantially lower P/V; swap low P/V for low P/V with significantly higher quality

4) Management proves incapable of building value and replacing leadership is not feasible Low chance of success in becoming active and using our size to effect change

In this illustration, which does not reflect performance of any particular security, an investment purchased at $20 and sold at $70 in five years creates a 29% CAGR. This assumes that 12% comes from the business’ value growth, and 17% comes from the stock moving from half of value at the outset to full value in five years. Actual investment performance and returns are not guaranteed.

Our Investment Process: Disciplined and Repeatable Thirty-seven years of in-depth research and rigorous decision process

¡Identify misunderstood, underfollowed, temporarily challenged, intensely disliked companies

¡Gain insight from our extensive network of industry competitors, clients, and others

Risk = the possibility of permanent capital loss, not benchmark deviation, tracking error, or price volatility

Use qualitative and quantitative criteria to minimize market risk (with margin of safety) and business ownership risks including financial, competitive, regulatory, and legal

Construction Populate with highest quality names below 60% P/V Target positions 18-22 names of 5% with occasional overweights Cash limit Hold cash if securities do not meet stringent criteria Industry limit 15-20% (3 direct competitors) Company ownership limit 15% in most cases

Optimization Trim positions at higher P/V and weighting; consider adding at P/V below 60%

3) Portfolio monitoring process reviews two areas. Implementation of research decisions and adherence to risk constraints

¡Daily review of portfolio tolerance limits using proprietary, customized systems

Business Owners Through public markets, own a limited number of companies with durable competitive strengths

Long-Term Investors Use short-term price fluctuations to acquire businesses with a large margin of safety

Disciplined Analysts Buy competitively entrenched, well-managed companies trading at deep discounts to conservative appraisals of intrinsic value (low “price-to-value” or “P/V”)

An Experienced, Global Team Guided by over three decades of consistent leadership, 11 analysts on three continents collaborate on all investment decisions

Partners with Our Clients Southeastern’s employees and related entities are the largest owners of the Longleaf Partners Funds. Employees must use funds advised by Southeastern to own public equities unless granted an exception

Total 100.0% Consumer Discretion Consumer Staples Energy Financials Health Industrials Technology Materials Telecom Utilities

Partners Fund Performance Portfolio Returns at 6/30/12 –Net of Fees Total Returns Average Annual Returns 14.95% 16.40%

10.38% 10.66% LLPF 9.49% 8.34% 8.74% 7.02% 6.80% 5.33% 5.45% 4.62% 4.77% S&P 500 0.22% -2.75% -3.47% -5.22% -5.65% 2Q YTD 1 Year 3 Year 5 Year 10 Year 15 Year 20 Year Since Cumulative Return Inception 4/8/87 LLPF -5.22 % 7.02 % -5.65 % 51.87 % -16.19 % 57.04 % 168.21 % 620.73 % 1,186.83 % S&P 500 -2.75 9.49 5.45 57.70 1.09 68.13 101.24 396.17 729.75 In 1987,S&P 500 was available only at month -end; therefore, we used S&P 500s value at 3/31/87 to calculate S&P 500 performance since public offering. Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index include reinvested dividends and distributions. Current performance ma y be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Please call (800)445-9469 or view southeasternasset.com for current performance or http://www.southeasternasset.com/mutual_fund_documents/prospectus for the Funds’ Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges and expenses of the Fund. The risks associated with an investment in the Longleaf Partners Fund are detailed on page 2 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non -diversification risk, non-US investment risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC. Southeastern Asset Management, Inc. Advisor to Longleaf Partners Funds 13

Partners Fund 5 Year Relative Returns Difference between LLPF and S&P 500 Index for rolling 5 year periods 4/8/87 – 6/30/12

-15. 0% -10. 0% -5. 0% 0. 0% 0% 5. 10. 0% 15. 0% 20. 0% Jun-92 Jun-93 Jun-94 S&P LLPF 500 Jun-95 Index Jun-96 Outperforms Jun-97 Outperforms Jun-98 Jun-99 Jun-00 Jun-01 Jun-02 Jun-03 Jun-04 Jun-05 Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11 Jun-12

*Partial year, initial public offering 4/8/87 Average annual total returns for the Fund and its benchmark for the one, five, and ten year period ended June 30, 2012 are as follows: Partners Fund: -5.65%, -3.47%, 4.62%; S&P 500: 5.45%, 0.22%,5.33%. In 1987, S&P 500 was available only at month-end; therefore, we used S&P 500s value at 3/31/87 to calculate S&P 500 performance since public offering. Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Please call (800)445-9469 or view southeasternasset.com for current performance or http://www.southeasternasset.com/mutual_fund_documents/prospectus for the Funds’ Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Fund. The risks associated with an investment in the Longleaf Partners Fund are detailed on page 2 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC. Southeastern Asset Management, Inc. Advisor to Longleaf Partners Funds 14

1987* -12.96% -13.27% 2001 10.34% -11.89% 1988 35.19% 16.61% 2002 -8.34% -22.10% 1989 23.26% 31.69% 2003 34.80% 28.68% 1990 -16.35% -3.10% 2004 7.14% 10.88% 1991 39.19% 30.47% 2005 3.62% 4.91% 1992 20.47% 7.62% 2006 21.63% 15.79% 1993 22.20% 10.08% 2007 -0.44% 5.49% 1994 8.96% 1.32% 2008 -50.60% -37.00% 1995 27.50% 37.58% 2009 53.60% 26.46% 1996 21.02% 22.96% 2010 17.89% 15.06% 1997 28.25% 33.36% 2011 -2.85% 2.11% 1998 14.28% 28.58% YTD 7.02% 9.49% 1999 2.18% 21.04% 2000 20.60% -9.10%

Average annual total returns for the Fund and its benchmark for the one, five, and ten year period ended June 30, 2012 are as follows: Partners Fund: -5.65%, -3.47%, 4.62%; S&P 500: 5.45%, 0.22%, 5.33%. In 1987, S&P 500 was available only at month-end; therefore, we used S&P 500s value at 3/31/87 to calculate S&P 500 performance since public offering. Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Please call (800)445-9469 or view southeasternasset.com for current performance or http://www.southeasternasset.com/mutual_fund_documents/prospectus for the Funds’ Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Fund. The risks associated with an investment in the Longleaf Partners Fund are detailed on page 2 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC.

Longleaf Partners Small-Cap Fund Profile at 6/30/12 Closed to new investors Fund Holdings % of Net Assets Texas Industries 8.8 % Madison Square Garden 6.6 Service Corporation 6.5 Lamar Advertising 5.3 Vail Resorts 5.0 The Washington Post 4.8 Martin Marietta Materials 4.7 tw telecom inc. 4.7 Saks 4.6 Level(3) Communications 4.2 Fairfax Financial 4.2 Scripps Networks 4.2 Everest Re 4.1 Quicksilver Resources 4.0 DineEquity 4.0 Wendy’s 3.9 Willis Group 3.7 Leucadia National 3.1 Potlatch 2.7 Markel 1.7 Cash & Other 9.2 TOTAL 100.0 % Portfolio Details Inception 2/21/89 Net Assets $3.3 billion Dividend Yield 1.0% Weighted Average Market Cap $3.2 billion YTD Expense Ratio 0.91% Turnover (5 year average) 27% Sector Weights v. Benchmark 50% LLSC 40% Russell 2000 30% Hundreds 20% 10% 0% EnergyCare Utilities Consumer Discretion Consumer Staples Financials Health Industrials Info Technology Materials Telecom Southeastern Asset Management, Inc. Advisor to Longleaf Partners Funds 16

Small-Cap Fund Performance Closed to new investors Portfolio Returns at 6/30/12 – Net of Fees Total Returns Average Annual Returns 23.33% 17.80% LLSC 13.16% Russell 2000 12.18% 10.54% 9.42% 9.70% 8.53% 8.96% 8.79% 7.00% 6.14% 2.96% 1.28%1.83% 0.54% -2.08% -3.47% 2Q YTD 1 Year 3 Year 5 Year 10 Year 15 Year 20 Year Since Inception

Cumulative Return 2/21/89 LLSC 2.96 % 13.16 % 1.28 % 87.60 % 9.47 % 146.13 % 300.82 % 896.49 % 938.15 %

Russell 2000 -3.47 8.53 -2.08 63.46 2.73 96.75 144.52 456.50 614.69 Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index include reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Please call (800)445- 9469 or view southeasternasset.com for current performance or http://www.southeasternasset.com/mutual_fund_documents/prospectus for the Funds’ Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges and expenses of the Fund. The risks associated with an investment in the Longleaf Partners Small-Cap Fund are detailed on page 6 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, small-cap risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC. Southeastern Asset Management, Inc. Advisor to Longleaf Partners Funds 17

Small-Cap Fund 5 Year Relative Returns Closed to new investors Difference between LLSC and Russell 2000 Index for rolling 5 year periods 2/21/89 – 6/30/12 0% -15. -10. 0% -5. 0% 0. 0% 0% 5. 0% 10. 15. 0% Jun-94 Jun-95 Jun-96 LLSC Jun-97 Jun-98 Outperforms Jun-99 Jun-00 Jun-01 Jun-02 Jun-03 Jun-04 Jun-05 Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11 Jun-12

*Partial year, initial public offering 2/21/89 * From public offering through 3/31/91, Fund was managed by a different portfolio manager. Average annual total returns for the Fund and its benchmark for the one, five, and ten year period ended June 30, 2012 are as follows: Small-Cap Fund: 1.28%, 1.83%, 9.42%; Russell 2000: -2.08%, 0.54%, 7.00%. Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Please call (800)445-9469 or view southeasternasset.com for current performance or southeasternasset.com/misc/prospectus.cfm for the Funds’ Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Fund. The risks associated with an investment in the Longleaf Partners Small-Cap Fund are detailed on page 6 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, small-cap risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC. Southeastern Asset Management, Inc. Advisor to Longleaf Partners Funds 18

Small-Cap Fund Yearly Performance Closed to new investors Calendar Year Performance Net of Fees at 6/30/12 Year Net Russell 2000 Year Net Russell 2000 1989*# 21.51% 9.06% 2005 10.75% 4.55% 1990* -30.05% -19.48% 2006 22.33% 18.37% 1991* 26.31% 46.04% 2007 2.80% -1.57% 1992 6.87% 18.41% 2008 -43.90% -33.79% 1993 19.83% 18.88% 2009 49.31% 27.17% 1994 3.64% -1.82% 2010 22.32% 26.85% 1995 18.61% 28.45% 2011 1.79% -4.18% 1996 30.64% 16.49% YTD 13.16% 8.53% 1997 29.04% 22.36% 1998 12.71% -2.55% 1999 4.05% 21.26% 2000 12.80% -3.02% 2001 5.45% 2.49% 2002 -3.74% -20.48% 2003 43.85% 47.25% 2004 14.78% 18.33% *Partial year, initial public offering 2/21/89 * From public offering through 3/31/91, Fund was managed by a different portfolio manager. Average annual total returns for the Fund and its benchmark for the one, five, and ten year period ended June 30, 2012 are as follows: Small-Cap Fund: 1.28%, 1.83%, 9.42%; Russell 2000: -2.08%, 0.54%, 7.00%. Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Please call (800)445-9469 or view southeasternasset.com for current performance or southeasternasset.com/misc/prospectus.cfm for the Funds’ Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Fund. The risks associated with an investment in the Longleaf Partners Small-Cap Fund are detailed on page 6 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, small-cap risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC. Southeastern Asset Management, Inc. Advisor to Longleaf Partners Funds 19

Longleaf Partners International Fund Profile at 6/30/12 Holdings % of Net Assets CEMEX (common & bonds) 8.0 % Lafarge 7.9 ACS 7.7 Ferrovial 6.6 Cheung Kong 6.4 Philips Electronics 6.0 Manabi 5.1 Fairfax 4.9 Willis 4.9 C&C 4.7 Nitori 4.5 Hochtief 4.3 Ingersoll-Rand 3.7 Melco 3.7 Accor 2.5 Vodaphone 2.4 Genting Berhad 2.2 Carrefour 1.9 HRT 1.7 Vivendi 0.9 Henderson Land (swap) 0.5 Anglo American/Kumba Iron (swap) -0.6 Dell (options) -1.2 Cash and other 11.5 Total 100.0 % Portfolio Details Inception 10/26/98 Net Assets $1.4 billion Dividend Yield 2.0% Weighted Average Market Cap $14.0 billion YTD Expense Ratio 1.27% Turnover (5 year average) 38% Country Weights (stocks and bonds) Spain 14.2% Ireland 13.2% France 13.2% Hong Kong 10.1% Mexico 8.0% Brazil 6.8% Netherlands 5.9% Canada 4.9% Japan 4.5% Germany 4.3% Malaysia 2.2% UK 2.4%

In 1998, EAFE was available only at month-end; therefore, we use EAFE’s value at 10/31/98 to calculate EAFE performance since public offering. Funds returns do not reflect that

deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index include reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Prior to 2010, the Fund used currency hedging as a routine investment strategy. Please call (800)445-9469 or view southeasternasset.com for current performance or http://www.southeasternasset.com/mutual_fund_documents/prospectus for the Funds’ Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges and expenses of the Fund. The risks associated with an investment in the Longleaf Partners International Fund are detailed on page 10 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, focused geographic risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC. Southeastern

Difference between LLIN and MSCI EAFE Index for rolling 5 year periods since inception

- 03—04 04—05—05—06—06—- 07 07—- 08 08—09—- 09 10—- 10—11 11—- 12 Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun

*Partial year, initial public offering 10/26/98 Average annual total returns for the Fund and its benchmark for the one, five, and ten year period ended June 30, 2012 are as follows: International Fund: -22.31%, -7.33%, 3.27%; EAFE: -13.83%, -6.10%, 5.14%. In 1998, EAFE was available only at month-end; therefore, we use EAFE’s value at 10/31/98 to calculate EAFE performance since public offering. Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Prior to 2010, the Fund used currency hedging as a routine investment strategy. Please call (800)445-9469 or view southeasternasset.com for current performance or http://www.southeasternasset.com/mutual_fund_documents/prospectus for the Funds’ Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Fund. The risks

associated with an investment in the Longleaf Partners International Fund are detailed on page 10 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, focused geographic risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC.

1998* 9.02% 9.27% 1999 24.37% 26.96% 2000 25.93% -14.17% 2001 10.47% -21.44% 2002 -16.51% -15.94% 2003 41.52% 38.59% 2004 10.21% 20.25% 2005 12.88% 13.54% 2006 17.07% 26.34% 2007 15.29% 11.17% 2008 -39.60% -43.48% 2009 23.17% 31.78% 2010 13.69% 7.75% 2011 -20.29% -12.14% YTD 1.09% 2.96%

Average annual total returns for the Fund and its benchmark for the one, five, and ten year period ended June 30, 2012 are as follows: International Fund: -22.31%, -7.33%, 3.27%; EAFE: -13.83%, -6.10%, 5.14%. In 1998, EAFE was available only at month-end; therefore, we use EAFE’s value at 10/31/98 to calculate EAFE performance since public offering. Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted herein. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Prior to 2010, the Fund used currency hedging as a routine investment strategy. Please call (800)445-9469 or view southeasternasset.com for current performance or http://www.southeasternasset.com/mutual_fund_documents/prospectus for the Funds’ Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Fund. The risks associated with an investment in the Longleaf Partners International Fund are detailed on page 10 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, focused geographic risk, and derivatives risk. Funds distributed by Rafferty Capital Markets, LLC.

Southeastern Asset Management, Inc. 6410 Poplar Avenue, Suite 900 Memphis, TN 38119 (901) 761-2474

O. Mason Hawkins, CFA 1974-75 Director of Research, First Tennessee Investment Management, Memphis Chairman Chief Executive Officer 1972-73 Director of Research, Atlantic National Bank, Jacksonville Southeastern since 1975 1971 M.B.A. (Finance) University of Georgia 1970 B.A. (Finance) University of Florida

G. Staley Cates, CFA 1986 Research Associate, Morgan, Keegan & Company, Memphis President Chief Investment Officer 1986 B.B.A. (Finance) University of Texas Southeastern since 1986

James E. Thompson, Jr., CFA 2009-2010 Senior Vice President and Team Leader, Cundill, Vancouver

Senior Analyst Principal 2007-2009 Bryant Asset Management; Research Consultant to Southeastern Asset 1996-2007 and since 2010 Management, Palo Alto, CA

1996-2007 Vice President, Southeastern Asset Management, Memphis, London 1994-1995 Vice President, Salem Investment Counselors, Winston-Salem 1991-1993 Director of Research, Wilmington Capital Management, Wilmington 1987-1990 Senior Analyst, Wachovia Bank and Trust Co., Winston-Salem 1986 M.B.A. University of Virginia 1982 B.S. (Business Administration) University of North Carolina

Ken Ichikawa Siazon 1997-2006 Lehman Brothers, Singapore, Tokyo, Hong Kong Senior Analyst Principal 1994-1997 JP Morgan, Hong Kong, New York Southeastern since 2006 1990-1992 Ford Motor Company, Tokyo Based in Singapore 1989-1990 Fuji Bank, Tokyo 1994 M.B.A. Harvard Business School 1989 B.S. (Systems Engineering) University of Virginia

T. Scott Cobb 2004-2006 Smith, Salley & Associates, Greensboro Senior Analyst ? Principal 2000-2004 Private Investor, Chapel Hill Southeastern since 2006 1995-2000 CST Investments, LLC, Memphis

Based in London 1999 M.A. (Theological Studies) Covenant Theological Seminary 1997 B.A. (History) University of Memphis

Lowry H. Howell, CFA 2000-2005 Security Analyst and Principal, Flippin, Bruce & Porter, Lynchburg

Senior Analyst ? Principal 1995-2000 Equity Analyst, Associate Vice President, Southern Capital Advisors, Memphis Southeastern since 2006 1996 M.S. (Accounting) Rhodes College 1995 B.A. (Finance) Rhodes College

Josh Shores, CFA 2004-2007 Smith, Salley & Associates, Greensboro Senior Analyst ? Principal 2002-2004 Franklin Street Partners, Chapel Hill

Southeastern since 2007 2002 B.A. (Philosophy and Religious Studies) University of North Carolina Based in London

Ross Glotzbach, CFA 2003-2004 Corporate Finance Analyst, Stephens Inc., Little Rock Senior Analyst ? Principal 2003 B.A. (Economics) Princeton University Southeastern since 2004

Manish Sharma, CFA 2009 Equity Research Intern, State Bank of India, Mumbai Analyst 2008 Equity Research Intern, Weitz Funds, Omaha

Southeastern since 2010 2008 Equity Research Intern, MFS Investment Management, London Based in Singapore 2006-2007 Senior Manager, American Express, New York 2003-2006 Senior Analyst, Capital One Finance, Boise 2009 M.B.A. University of Chicago 2003 M.S. (Mechanical Engineering) Michigan State University 2000 B. Tech. (Mechanical Engineering) Indian Institute of Technology

Brandon Arrindell 2008-2009 Investment Banking Analyst, Morgan Stanley, New York Analyst 2008 B.A. (Economics) Harvard College Southeastern since 2010

Jim Barton, Jr., CFA 1991-1998 Proprietary Futures/Options Trader, Louis Dreyfus Corp., Memphis Head of Portfolio Risk Management Principal 1990-1991 Professional Basketball Player, BG-07, Ludwigburg Southeastern since 1998 1989 B.A. (History) Dartmouth College

Fraser E. Marcus 2007-2009 Head Strategic Advisory Europe and Middle East, Lehman Asset

Southeastern since 2010 2004-2007 Managing Partner, Dartmouth Capital Partners LLP, London

Based in Memphis/London 1999-2004 Managing Director, Co-Head Investment Banking, ING Barings, London 1993-1999 Managing Partner, The Chief Executive Partnerships, London 1979-1993 Managing Director, Investment Banking, Salomon Brothers, London, New York 1976-1979 Vice President, Manufacturers Hanover Limited, London, New York.

Doug Burton, CFA 2009-2011 Global Head of Client Service, CEO Americas, AXA Rosenberg, Orinda Head of Australia/New Zealand 2005-2009 Managing Director, Australia/New Zealand, AXA Rosenberg, Sydney Southeastern since 2011 1998-2005 Client Portfolio Manager, Head of Client Service, AXA Rosenberg, Orinda Based in Sydney 1988 – 1998 Portfolio Manager, Deseret Mutual Benefit Administrators, Salt Lake City 1997 M.A. (Economics) University of Utah 1988 M.B.A. (Finance) Brigham Young University 1986 B.S. (Economics) Brigham Young University

Head of Client Portfolio 1985-1987 Business Analyst, McKinsey & Company, Atlanta Management ? Principal 1989 M.B.A. Harvard Business School

Southeastern since 1993 1985 B.A. (History and Communications) University of Virginia

Peter T. Montgomery 2006-2010 Senior Relationship Manager, Private Capital Management, Naples Mutual Fund Institutional Client Manager 1997-2005 Relationship Manager, Trusco Capital Management, Atlanta Southeastern since 2010 2002 M.B.A. (Finance) Georgia State University 1994 B.S./B.A. (Economics) Western Carolina University

Client Portfolio Manager ? Principal 1993-1994 Analyst, Baystate Financial Services, Boston

Southeastern since 2002 1998 M.A. (International Economics) Johns Hopkins School of Advanced International Studies 1992 B.A. (History) Colgate University

Gwin Myerberg 2006-2008 Investor Relations, Thales Fund Management, New York Client Portfolio Manager 2004-2006 Investor Relations, Twinfields Capital Management, Greenwich Southeastern since 2008 2003-2004 Consultant, Deloitte and Touche, New York

Based in London 2003 B.C. (Finance and Marketing) McIntire School of Commerce, University of Virginia

John R. Owen, Jr. 2006-2010 Account Manager, DeMarche Associates, Inc., Kansas City Client Portfolio Management Associate 2004-2006 Manager, Georgia-Carolina Manufacturing Co., Augusta Southeastern since 2010 2001-2004 Analyst, Willamette Management Associates, Atlanta 2001 B.S. (Management) Georgia Institute of Technology

Deborah L. Craddock, CFA 1986-87 Sales Assistant, Robinson-Humphrey Co., Inc., Memphis Head of Trading ? Principal 1980 B.A. (Economics) Rhodes College Southeastern since 1987

Jeffrey D. Engelberg, CFA 2005-2007 Senior Trader, Fir Tree Partners, New York Senior Trader ? Principal 2001-2005 Convertible Bond Trader, KBC Financial Products, New York Southeastern since 2007 1999-2000 Listed Equity Trader, Morgan Stanley, New York 1999 M.B.A. Wharton School, University of Pennsylvania 1998 B.S. (Economics) Wharton School, University of Pennsylvania

Senior Trader (formerly Julius Baer Investment Management) Southeastern since 2011 1999-2006 Vice President—Trading, Lazard Asset Management 2005 M.B.A. Stern School of Business, New York University 1998 B.A. (Economics and International Relations) Connecticut College

W. Douglas Schrank 2004-2009 Senior Trader, Para Advisors, New York Senior Trader 2000-2004 Sell-side and Buy-side Trader, Goldman Sachs, New York Southeastern since 2009 2000 B.A. (Political Science) Colgate University

Trading Associate 2003 M.S. (Accounting) University of Mississippi Southeastern since 2005 2002 B.S. (Accounting) University of Mississippi

American Airlines National Grid USA Allegheny College The Kellogg Company Trust Bhs Nestle American Legacy Foundation Loyola University Cable & Wireless Northern Foods American Psychological Association Muriel Kauffman Foundation Cox Enterprises Northrop Grumman Carnegie Institution of Washington Temple University General Mills Ormet Church Pension Fund Univ ersity of CO

Lloyds TSB Parker Hannifan Cornell University Univ ersity of Pittsburgh LonzaAmerica Rollins Georgia Tech Univ ersity of Rochester Massey Ferguson Y orkshire & Clydesdale Grinnell College Wellesley College Merchant Navy Officers Groton School Y awkey Foundation Metal Box Hamilton College

At 6/30/12 Southeastern managed 196 accounts across 150 relationships. Clients on the list consist of separate institutional equity accounts representative of each category at 6/30/12. They are not selected because of investment performance. The listing is not intended to be a representation that the particul ar clients approve of Southeastern or the services provided.

Returns After Previous Periods of Underperformance Our clients’ patience has been rewarded following times when our style was out of favor Southeastern Periods of Underperformance/Outperformance

Longleaf Partners Fund Longleaf Partners Fund Longleaf Partners Fund 75.94% S&P 500 S&P 500 S&P 500 115.46% 53.61%48.59% 104.89% 35.25% 27.00% 27.63% 26.47% 39.19% 54.55% 30.47% -6.46% -21.68% -14.86% -1.11% -37.85%-20.10% -40.95% -55.48% 5 Quarters 1 Year 3 Years 5 Years 7 Quarters 1 Year 3 Years 5 Years

ended Later Later Later ended Later Later Later 6 Quarters 1 Year Later 3 Years Later 12/31/90 3/31/00 ended 12/31/08 Average Annual Returns at June 30, 2012 Since Inception 1 Year 3 Year 5 Year 10 Year 04/08/87 Longleaf Partners Fund -5.65 % 14.95 % -3.47 % 4.62 % 10.66 % S&P 500 5.45 16.40 0.22 5.33 8.74

For institutional investors only. Performance shown is cumulative and net of fees. Each period shown above was taken from one of three larger groups of periods during which both absolute and relative returns were negative. From each group of periods, a representative period with the largest combined absolute and relative negative returns with a duration of at least 5 quarters was chosen. Current circumstances may not be comparable. A period in late 2011 also experienced both absolute and relative negative returns, but subsequent full-year performance measures are not yet available.

Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Please call (800) 445-9469 or view southeasternasset.com for current performance or southeasternasset.com/mutual_fund_documents/prospectus for the Fund’s Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Funds. The annual expense ratio for the Longleaf Partners Fund is 0.91%. The risks associated with an investment in the Longleaf Partners Fund are detailed on page 2 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, and derivatives risk. Funds distributed by: Rafferty Capital Markets, LLC.

70 60% 60 50% 42.9% 38.4% 40% 50 30% 17.8% 17.9% 40 20% 0% 6.4% 30 0%—93—94 95—- 96—97—98 99—00—01—- 02—03—04—05 06—07—- 08—09—10—11 12 - 1 Year 3 Year 5 Year Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Outperformance 11.49% 25.07% 41.14% # of Observations 18 16 10 Shaded areas indicate P/V below 60 Average Annual Returns at June 30, 2012

Since Inception 1 Year 3 Year 5 Year 10 Year 04/08/87 Longleaf Partners Fund -5.65 % 14.95 % -3.47 % 4.62 % 10.66 % S&P 500 5.45 16.40 0.22 5.33 8.74

For institutional investors only. The chart in this presentation shows cumulative returns for the Longleaf Partners Fund since 1993 where the quarter-end “price-to-value ratio” (P/V) was less than 60%. P/V compares prices of stocks in a portfolio to Southeastern’s appraisal of their intrinsic values. The ratio represents a single data point and should not be construed as something more. P/Vs do not guarantee future results, and we caution investors not to give this calculation undue weight.

Historical P/Vs Average Cumulative Returns Following P/V Less Than 60% 80 100% 90% Longleaf Partners International 89.6% Fund 70 80% MSCI EAFE 70% 63.9% 60 60% 50 50% 40% 34.0% 40 30% 20% 14.6% 16.2%

30 10% 4.8%—99—00—01 02—- 03—04 05—06—07—- 08—09 10—- 11—12 Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun 0% 1 Year 3 Year 5 Year Outperformance 9.81% 17.79% 25.76% Shaded areas indicate P/V below 60 # of Observations 21 20 14 Average Annual Returns as of June 30, 2012 Since Inception 1 Year 3 Year 5 Year 10 Year

10/26/98 Longleaf Partners Int’l Fund -22.31 % 2.38 % -7.33 % 3.27 % 7.09 % MSCI EAFE -13.83 5.96 -6.10 5.14 3.11

For institutional investors only. The chart in this presentation shows cumulative returns for the Longleaf Partners International Fund for the quarter-end periods since inception where the “price-to-value ratio” (P/V) was less than 60%. P/V compares prices of stocks in a portfolio to Southeastern’s appraisal of their intrinsic values. The ratio represents a single data point about a Fund and should not be construed as something more. P/Vs do not guarantee future results, and we caution investors not to give this calculation undue weight.

Fund returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Fund returns and those of the unmanaged index included reinvested dividends and distributions. Current performance may be lower or higher than the performance quoted. Past performance does not guarantee future results, fund prices fluctuate, and the value of an investment at redemption may be worth more or less than the purchase price. Prior to 2010, the Fund used currency hedging as a routine investment strategy. Please call (800) 445-9469 or view southeasternasset.com for current performance or southeasternasset.com/mutual_fund_documents/prospectus for the Fund’s Prospectus and Summary Prospectus, which should be read carefully before investing to understand investment objectives, risks, charges, and expense of the Funds. The annual expense ratio for the Longleaf Partners International Fund is 1.37%. The risks associated with an investment in the Longleaf Partners International Fund are detailed on page 10 of the Prospectus. These risks include stock market risk, investment selection risk, corporate ownership risk, non-diversification risk, non-US investment risk, and derivatives risk. Funds distributed by: Rafferty Capital Markets, LLC.

Investors seeking a so-called safe haven have moved from equities to bonds, creating an attractive, long-term investment opportunity for business owners.

U.S. Stock Funds Net Inflows Total Net Flows U.S. Bond Funds Net Inflows (01/01/08 to 04/30/12) 50 U.S. Stock Funds : $—263.4 Billion

08 08 08—08 09 09 09—09 10 10—10 10 11 11 11—11 12 12—Jan Apr—Jul Oct—- Jan—Apr Jul—Oct—Jan—Apr Jul Oct—Jan—- Apr Jul—Oct Jan—- Apr

Annualized Total Returns (%) 6.68% Positive Spread 8% After 12/31/53 (8.62% Positive Spread) 1 YR 3 YR 5 YR 6% S&P 500 53.4 29.1 22.4 10 YR T-Note 3.3 -0.1 0.8 Annualized Total Returns (%) After 12/31/78 (5.99% Positive Spread) 4% 1 YR 3 YR 5 YR S&P 500 20.5 14.9 17.7 10 YR T-Note 0.7 1.9 7.7 2% 0% -2% Positive Spread Negative Spread -4%

1953 1956 1959 1962 1965 1968 1971 1974 1977 1980 1983 1986 1989 1992 1995 1998 2001 2004 2007 2010 •Price risk in the “safe havens”

•If bond yields revert to 50-year average, potential permanent loss of capital could be substantial upon sale

Sources: Yields and returns — Bloomberg LP, Federal Reserve, Ibbotson Associates Inc., and FactSet Research Systems Inc.; S&P earnings estimates — Sanford C. Bernstein & Co. LLC.

Note: S&P forward earnings yield calculated using the next year’s actual earnings/year-end price. 12/31/11 and 6/15/12 earnings yields use 2012 and blended 2012-13 earnings estimates.

Flight to Certainty Narrow list of 13 stocks account for nearly all of S&P 500’s 1 year return

Total To S&P % of S&P S&P 500 1 year return= 5.45% Company Name Return Return Return

Apple 73.98 % 1.94 % 35.63 % Philip Morris 36.00 0.36 6.59 Microsoft 20.87 0.35 6.48 Exxon Mobil 7.82 0.32 5.90 Wal-Mart 34.80 0.31 5.71 AT&T 20.26 0.31 5.64 IBM 15.91 0.29 5.25 Wells Fargo 21.90 0.28 5.08 Intel 24.34 0.26 4.85 Home Depot 50.29 0.26 4.80 Pfizer 16.32 0.26 4.73 Verizon 25.85 0.24 4.48 General Electric 14.56 0.24 4.32 Rest of the S&P 500 0.03 0.55 Total 5.45 % 100.00 %

Flight to Certainty Equities showing significant undervaluation in “Value” vs. “Quality”

The spread between US “quality” stocks and US “value” stocks is close to the level reached in the financial crisis

US Valuation Spreads Current Percentiles 0.80 2.8 Spread 0.75 2.7 Spread Cheap 0.70 2.6 Valuation 0.65 2.5 Valuation 0.60 2.4 Quality 0.55 2.3 Value 0.50 2.2 0.45 2.1 Expensive 0.40 2.0 Quality Value 0.35 1.9 Jun-02 Jun-03 Jun-04 Jun-05 Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11 Jun-12

Source: UBS Investment Research (Lancetti, Sebastian. Quality factors in the US. 11 June 2012, from UBS Investment Research Global Quantitative Monitor)

Notes: “Quality” is calculated using an equal-weighted combination of Return on Invested Capital, Gross Profit Margins, and Volatility (where high volatility equals low quality). “Value” is calculated using an equal-weighted combination of Earnings Yield, Book to Price Ratio, and Dividend Yield (all trailing). Within each category, companies are ranked based on the above factors within their respective GICS sectors, and the rank is divided by the number of companies in each sector to provide a company factor score. Valuation spreads are calculated as the median book-to-price ratio among the one-third of companies with the highest combined factor scores / median book-to-price ratio among the one-third of companies with the lowest combined factor scores. The percentile chart above shows the large difference between current (6/29/12) and historical valuation spreads since 5/30/75.

Expensive Intended for Southeastern institutional clients and their consultants only


Fund Performance at 6/30/12
	Since Inception (4/8/87)	20 Yr			10 Yr			5 Yr			3 Yr			1 Yr			YTD			QTD
Average Annual Returns
Partners Fund	10.66 %		10.38	%		4.62	%		-3.47	%		14.95	%		-5.65	%
S&P 500 Index	8.74		8.34			5.33			0.22			16.40			5.45
Cumulative Returns
Partners Fund	1,186.83 %		620.73	%		57.04	%		-16.19	%		51.87	%		-5.65	%		7.02	%		-5.22	%
S&P 500 Index	729.75		396.17			68.13			1.09			57.70			5.45			9.49			-2.75