Longleaf Pertners Funds

Quarterly Report

Partners Fund

Small-Cap Fund

International Fund

Global Fund

March 31, 2013

Cautionary Statement

One  of  Southeastern's  "Governing  Principles" is that "we
will communicate with our investment partners as candidly as
possible,"  because we believe Longleaf shareholders benefit
from  understanding  our investment philosophy and approach.
Our views and opinions regarding the investment prospects of
our  portfolio  holdings  and  Funds  are  "forward  looking
statements"  which  may or may not be accurate over the long
term.  While we believe we have a reasonable basis for our
appraisals,  and  we have confidence in our opinions, actual
results  may  differ  materially  from  those we anticipate.
Information provided in this report should not be considered
a   recommendation   to  purchase  or  sell  any  particular
security.  You  can  identify  forward looking statements by
words  like  "believe,"  "expect,"  "anticipate," or similar
expressions   when   discussing   prospects  for  particular
portfolio holdings and/or one of the Funds. We cannot assure
future  results and achievements. You should not place undue
reliance  on forward looking statements, which speak only as
of  the  date  of this report. We disclaim any obligation to
update or alter any forward looking statements, whether as a
result  of  new  information,  future  events, or otherwise.
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 may be worth more or less than the
purchase    price.    Call    (800)445-9469    or    go   to
longleafpartners.com for current performance information and
for  the  Prospectus  and  Summary Prospectus, both of which
should  be  read  carefully  before investing to learn about
fund   investment   objectives,   risks  and  expenses.  The
price-to-value  ratio ("P/V") is a calculation that compares
the  prices  of  the stocks in a portfolio to Southeastern's
appraisals  of  their  intrinsic  values.  P/V  represents a
single  data point about a Fund, and should not be construed
as  something  more. We caution our shareholders not to give
this  calculation  undue  weight.  P/V  alone  tells nothing
about: o

The quality of the businesses we own or the managements that
run them;

o
The  cash  held  in the portfolio and when that cash will be
invested;

o
The  range or distribution of individual P/V's that comprise
the average; and

o
The sources of and changes in the P/V.

When  all of the above information is considered, the P/V is
a  useful  tool  to  gauge  the  attractiveness  of a Fund's
potential  opportunity. It does not, however, tell when that
opportunity will be realized, nor does it guarantee that any
particular  company's  price  will  ever reach its value. We
remind  our  shareholders  who  want to find a single silver
bullet  of  information  that  investments  are  rarely that
simple. To the extent an investor considers P/V in assessing
a  Fund's return opportunity, the limits of this tool should
be  considered  along  with  other  factors relevant to each
investor.

(c) 2013 Southeastern Asset Management, Inc. All Rights Reserved.
Longleaf, Longleaf Partners Funds and the pine cone logo are
registered  trademarks  of  Longleaf  Partners  Funds Trust.
Southeastern   Asset   Management,   Inc.  is  a  registered
trademark.

Contents

Letter to Shareholders 1

Longleaf Partners Fund (Partners Fund)

Management Discussion 4

Performance History 6

Portfolio Summary 7

Portfolio of Investments 8

Longleaf Partners Small-Cap Fund
   (Small-Cap Fund)

Management Discussion 10

Performance History 12

Portfolio Summary 13

Portfolio of Investments 14

Longleaf Partners International Fund
   (International Fund)

Management Discussion 16

Performance History 18

Portfolio Summary 19

Portfolio of Investments 20

Longleaf Partners Global Fund (Global
   Fund)

Management Discussion 24

Performance History 26

Portfolio Summary 27

Portfolio of Investments 28

Fund Information 30

Service Directory 31

This page is intentionally left blank.

Longleaf Partners Funds . 1

Letter To Our Shareholders We are pleased with our strong start to 2013. All
four Longleaf Funds outpaced our absolute annual return goal of inflation plus
10% in the first quarter. Both the Partners and Small-Cap Funds posted
double-digit performance. The Partners and International Funds also outperformed
their respective indices over the last three months. Cumulative Returns at March
31, 2013 Since Inception(1) 20 Year Ten Year Five Year Three Year One Year 1Q

Partners Fund
(Inception 4/8/87)  1464.24%  610.51% 107.01%  26.87%  39.38%  15.22%  11.63%
S&P 500 Index  872.35  414.19  126.78  32.64  43.05  13.96  10.61
Small-Cap Fund(Inception 2/21/89)  1164.43  932.34  247.80  62.61  54.69  25.40  12.08
Russell 2000 Index  761.12  443.78  197.48  48.55  46.03  16.30  12.39
International Fund
(Inception 10/26/98)  227.88  na  136.16  -1.03  15.39  16.53  7.19
EAFE Index  82.05  na  152.23  -4.36  15.76  11.25  5.13
Global Fund
(Inception 12/27/12)  3.90  na  na  na  na  na  3.90
MSCI World Index  7.92  na  na  na  na  na  7.73
Average Annual Returns at March 31, 2013
Since
Inception(1)  20 Year  Ten Year  Five Year  Three Year  One Year
Partners Fund
(Inception 4/8/87)  11.17%  10.30%  7.55%  4.87%  11.70%  15.22%
S&P 500 Index  9.14  8.53  8.53  5.81  12.67  13.96
Small-Cap Fund(Inception 2/21/89)  11.10  12.38  13.27  10.21  15.65  25.40
Russell 2000 Index  9.34  8.84  11.52  8.24  13.45  16.30
International Fund
(Inception 10/26/98)  8.58  na  8.97  -0.21  4.89  16.53
EAFE Index  4.24  na  9.69  -0.89  5.00  11.25

(1)  During  the  inception  year,  the S&P 500 and the EAFE
Index  were  available  only at month-end; therefore the S&P
500  value  at  3/31/87  and the EAFE value at 10/31/98 were
used  to  calculate  performance  since inception. See pages
6,12,18 and 26 for additional performance information.

2 . Quarterly Report 1Q 2013

Letter To Our Shareholders
"Activism" is not part of our normal process, nor is it our preferred work.
Stock  prices  increased  faster  than  values over the last
three  months. As price-to-value ratios (P/Vs) and portfolio
weights  rose,  we  trimmed  a  number  of holdings. We sold
several  companies  that  approached  our  appraisals.  Cash
levels  increased  as  few  new qualifiers met our requisite
discount.  Not  surprisingly, with an S&P return double that
of  EAFE,  we  are  finding  more opportunities in companies
based  outside  the U.S. Our approach to activism Almost all
of  our holdings positively contributed to our good returns,
including  two widely publicized names, Dell and Chesapeake,
which have received much of our clients' attention. Our work
to  make  changes  at  these  two  companies,  combined with
efforts at HRT outside of the U.S., have generated questions
about  how  Southeastern decides to become active in a name,
and  if  our approach has changed. "Activism" is not part of
our  normal  process,  nor is it our preferred work. When we
make  an  investment,  we  believe  that  we have management
partners  who will run the business well, prudently allocate
capital  to  grow value per share, and ultimately seek paths
to   value   recognition.  In  the  large  majority  of  our
investments,  our  partners prove capable. Assessing humans,
however,  is more difficult and less reliable than analyzing
the  quality  of a business or appraising value. Nothing can
measure  people's  future  actions, no matter how good their
previous  performance  may  have  been  or  how  strong  and
shareholder-aligned  their  incentives  might  be.  Becoming
active  generally  indicates  that  we  made  a  mistake  in
assessing  our  partners.  Activism is not our only recourse
when we make a research error. Most of the time, we exit the
position.  Because  we  have  moved on, people easily forget
that  exiting is our normal path. Although automatic selling
might  be  easier,  we have a responsibility to evaluate the
investment  case  before  deciding  our  next step. When the
company's  underlying  assets  remain  strong,  the  stock's
undervaluation  is compelling, and the primary "fix" relates
to  people, we will generally become active if we believe we
have  good  odds  of  successfully  improving  our  clients'
outcome.  This  approach  to  activism  is  neither  new  to
Southeastern,  nor does it happen often. Figure 1 summarizes
our  13D history (an SEC filing that changes our status in a
stock   from   a  passive  investor  to  active)  and  shows
Southeastern's  number  of  U.S.  holdings per year, shading
those  where we became active. Figure 2 demonstrates that in
the last twenty years, we have owned 242

U.S.  names and filed just twenty-five 13D's. While activism
outside  the  U.S.  is  not  subject  to  a  clear  13D-type
designation,  and  thus  is  harder  to  track, a subjective
review  shows  a similarly low level of activity in non-U.S.
names.  Fighting  for our clients has been worth the effort.
In over three-fourths of the cases where we filed 13D's,
the stock price rose from the filing point through our holding
period. Figure 1 and Figure 2 demonstrate that: o

Becoming active is not a recent tactic,

o
Making  management assessment mistakes that warrant activism
has been infrequent, and

o
Standing   up   for   our  clients  via  activism  has  been
worthwhile.

Figure  1:  Number  of  U.S.  Holdings  and  13D  Filings at
Southeastern Over 20 Years

U.S. Based holdings
13D Filings

# of U.S. Based Holdings

0 10 20 30 40 50 60 70 80
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
2006 2007 2008 2009 2010 2011 2012 2013

Longleaf Partners Funds . 3
Figure 2: % U.S. Holdings with 13D Filing Since 12/31/93
Total Holdings = 242
Investments Without 13D Filing 90%
13D "Activism" 10%
19 Stock Higher 2 Stock Unchanged 4 Stock Lower
# of Holdings

Investments  subject to a 13D discussed above may or may not
have resulted in a gain for Southeastern's clients when that
investment  was  sold.  Southeastern's  filing may be one of
many  factors  contributing to the price increase discussed.
Holdings  of the Longleaf Partners Realty Fund are excluded,
which  does  not  materially  impact  the data. In the first
quarter,  our  efforts  at  Dell and Chesapeake began to pay
off,  although we believe that significant upside remains in
both  stocks.  We  also have worked productively in the last
year  with  HRT  and  Level(3)  to  improve  governance  and
ultimately results, though the stocks do not yet reflect our
progress.  Fortunately,  at  our  47  other  holdings across
portfolios,  management  appears  to be working hard for the
benefit  of shareholders. Good partners make our job easier.
The operating skills and capital allocation decisions of our
capable  CEOs should help values continue to increase at our
holdings. Our outlook

At  the  end of 2011, we expressed our conviction by writing
in  all  caps,  "WE OWN SUPERIOR BUILDING BLOCKS THAT SHOULD
GENERATE OUTSTANDING FUTURE INVESTMENT RETURNS." Performance
since  then  has  been  30%  or  greater  for  the Partners,
Small-Cap,  and International Funds, well ahead of inflation
plus   10%.   We   remain  optimistic  about  our  long-term
opportunity, but we expect the return pace to slow following
the  recent  sprint.  Sentiment  is  no  longer  universally
fearful.  Many  who  abandoned  equities  in  the "flight to
safety"  have begun to slowly migrate from cash and bonds to
high  dividend, low volatility stocks, and very recently, to
more  cyclical  stocks. The timid move back into equities is
in  early stages with much money still on the sidelines, but
flows  could  occur  sporadically.  Although earnings yields
remain   substantially   higher  than  Treasurys,  corporate
margins  will  be harder to improve from current levels. Our
appraisal values over the next five years will increase more
rapidly  if  GDP in developed economies grows faster than 2%
and/ or if we have a modest rise in interest rates. Recovery
could  last  for  a while, though it easily could be a bumpy
path.  We  are  not  macro forecasters, and do not require a
broad  market tailwind to compound. Even after recent strong
performance,  we  have  additional  upside in our P/Vs, with
most  holdings  selling between 60-80% of our appraisals and
growing values. Our appraisals are conservative, with modest
assumptions   and  high  discount  rates.  Our  conservatism
combined  with the strong market positions and the financial
strength of our companies also should help protect values in
the  event  of  an  unexpected  economic  setback.  Our cash
positions  will  allow  us  to  exploit short-term market or
company-specific    dislocations.    Longer   term, we believe
our absolute return goal of inflation plus 10% remains
achievable. Sincerely,

O.  Mason  Hawkins,  CFA  Chairman & Chief Executive Officer
Southeastern Asset Management, Inc.

G.  Staley  Cates,  CFA President & Chief Investment Officer
Southeastern Asset Management, Inc. May 13, 2013

Partners Fund Management Discussion
Longleaf  Partners  Fund  gained 11.6% in the first quarter,
surpassing  the  S&P  500  Index's  rise  of  10.6%, and far
outpacing  our absolute annual return goal of inflation plus
10%.  The Fund also delivered superior absolute and relative
returns  over  the  last  year. The Fund's five and ten year
results  remain  hindered  by  the declines in the financial
crisis  in  2008. Since the Fund's low on March 9, 2009, the
Partners  Fund  has  gained 182.7% versus 153.0% for the S&P
500.  The  Fund's  25  year  cumulative results are over 50%
higher  than those of the Index. Cumulative Returns at March
31, 2013

Since Inception 4/8/87 25 Year 20 Year 15 Year Ten Year Five
Year Since 3/9/09 One Year 1Q

Partners Fund  1464.24%  1451.11%  610.51%  156.91%  107.01%  26.87%  182.73%  15.22%  11.63%
S&P 500  872.35  960.71  414.19  87.17  126.78  32.64  152.96  13.96  10.61

See page 6 for additional performance information.
Of  the  Fund's  19  positions  held  during the quarter, 18
positively  contributed  to the strong returns. Dell was the
largest  driver  with  the  stock up 42% as Michael Dell and
private equity firm Silver Lake proposed to take the company
private. We are fighting the buyout offer because it removes
shareholders'  option  to  share in Dell's future success by
forcing  them to sell at a price we believe is significantly
below  corporate  worth and reflective only of the declining
PC business, which represents less than 20% of our appraisal
of  the company. Long-term owners have supported Dell in its
transformation to an Enterprise Solutions and Services (ESS)
company  as management spent over $13 billion on acquisition
of non-PC businesses. Based on Dell's 2014 estimates, ESS, a
growing  segment,  will comprise over a third of revenue and
almost  60%  of  Non-GAAP  operating  income.  Dell's  price
justification,   however,   focuses  on  the  PC  struggles,
reversing  in  substance what management has been saying for
the  last  three  years  about its transformation and Dell's
bright future. Shareholders who have paid the price to build
the  foundation  for Dell's future success deserve the right
to  participate in the rewards. In the event of no "superior
proposal,"  a  proxy  vote  on the current offer will likely
occur  mid-summer.  To  pass,  the  go-private proposal must
receive more than a majority of votes cast excluding  Michael
Dell's  approximately 15%. In mid May Southeastern and Icahn
Enterprises  submitted a letter outlining what we believe to
be  a  superior  alternative  to  the  Dell  /  Silver  Lake
transaction,  and  also  submitted  nominees  to replace the
current  Board  in the event the take-private transaction is
voted down. In either case, our goal would be to implement a
leveraged   recapitalization  that  allows  shareholders  to
remain  participants  in  the  company's future while giving
them  a  choice  about  whether  to  receive  a large special
dividend  in  the form of cash or stock. As we go to print this
report,  the  situation  remains  very  fluid. Over the last
three  months,  Chesapeake  gained  22%, driven in part by a
rise  in  natural gas spot prices above $4/mcf. Chesapeake's
board  announced  that  CEO Aubrey McClendon would step down
and made progress on several other fronts, selling a portion
of  their  Mississippi  Lime  play into a joint venture with
Sinopec,  and  reducing  capex to meet spending targets. The
stock  remains  at  a significant discount to our appraisal.
Travelers,  the  property and casualty insurer, added 17% in
the quarter helped by lower-than-expected catastrophe losses
from  Hurricane  Sandy,  as  well  as  positive  pricing and
renewal  trends.  Management  continued to return capital to
shareholders,  buying back $400 million of undervalued stock
and  paying  $178  million  in dividends. Mondelez, which we
bought when this snack business was spun out of Kraft last
fall,  rose  21% with attention placed on the company by  Trian's
newly-held stake. DIRECTV continued to

Partners Fund Longleaf Partners Funds . 5 grow its cash flow through pricing in
the U.S. satellite business and increasing subscribers in Latin America. The
stock rose 13% as management used excess cash to shrink undervalued shares at a
16% annualized rate and walked away from bidding for Vivendi's GVT , a Brazilian
internet and phone business. Philips gained 13% as the company grew revenues and
margins in its three core businesses of Healthcare, Lighting and Consumer.
Philips sold its consumer electronics business and is dropping "Electronics"
from the corporate name to better reflect its lighting, healthcare, and well
being focus. Level(3) posted the only negative return in the portfolio,
declining 12%. Although the company achieved its goal of 2% sequential sales
growth, extra costs reduced operating income versus expectations. Management
lowered EBITDA guidance accordingly. Given our disappointment over the last
several years in Level(3)'s results, we worked cooperatively with the company to
add Peter van Oppen to the board, and his appointment became effective during
the quarter. Peter owns a private investment firm focused on technology and
telecommunications and has specific knowledge of both long haul and enterprise
businesses. Additionally, his financial background and experience on multiple
boards will bring added discipline. In mid-March, Jim Crowe announced his plan
to resign, and by mid-April, COO Jeff Storey was appointed the new CEO. The
solid board, combined with Jeff's experience and operational focus, make us
optimistic about the value of this company's assets being recognized over time.
As the market rose, prices grew faster than values. We trimmed several holdings
and sold three that approached our appraisals. Disney, which we first bought in
2001, gained over 280% during our twelve year holding period, in spite of a
meaningful mark down in the financial crisis. The strength of ESPN provided
steady growth, and theme parks, though more cyclical, also increased their value
over time. Management repurchased undervalued shares periodically and otherwise
made several large acquisitions that proved successful, including Pixar and
Marvel. Because the company's earnings can swing with movies and economic
cycles, we hope to get another opportunity to own this company at the requisite
discount sometime down the road. We also sold our Cemex converts, which we
exchanged for our equity stake last year. These convertible bonds benefitted
from both tightening spreads and a rising equity price, which rose to over $12
in the quarter from its low of under $3 eighteen months prior. While our
appraisal took a hit in the economic crisis, Lorenzo Zambrano and his team did
admirable work in restructuring the company to manage its debt and reduce costs
in response to demand levels at half of peak. We held mutual fund firm Franklin
Resources for a much shorter period, since late 2011. As markets rose, assets
and profits grew, driving the stock closer to our appraisal. The Johnsons have
been successful stewards of our capital in the past, and we hope to have a
chance to partner with them again in the future. We identified only one new
qualifier, Murphy Oil, in the quarter. At the end of the quarter the Fund held
17% in cash awaiting our next opportunities. The average P/V on our sixteen
positions was in the low-70s%. We expect our companies to continue to build
their values, and with patience and discipline, we will find new qualifiers that
will help drive future performance.

As the market rose, prices grew faster
   than values.

6 . Quarterly Report 1Q 2013 Partners
   Fund

Performance History
Comparison  of  Change  in Value of $10,000 Investment Since
Inception April 8, 1987
Parters Fund S&P 500 Index
$180,000 150,000 120,000 90,000 60,000 30,000
$10,000 invested on 4/8/87
$156,424 $97,235

Inception  Mar  89 Mar 92 Mar 95 Mar 98 Mar 01 Mar 04 Mar 07
Mar 10 Mar 13

Average Annual Returns for the Periods Ended March 31, 2013 Since Inception
4/8/87 20 Year Ten Year Five Year Partners Fund 11.17% 10.30% 7.55% 4.87% S&P
500 Index 9.14 8.53 8.53 5.81 One Year 15.22% 13.96 1Q 11.63% 10.61

Past  performance  does not predict future performance, Fund
prices   fluctuate,  and  the  value  of  an  investment  at
redemption  may  be  worth  more  or  less than the purchase
price.  The  Fund's  performance  results in the table shown
above   do  not  reflect  the  deduction  of  taxes  that  a
shareholder   would   pay   on  Fund  distributions  or  the
redemption  of Fund shares. Fund performance and that of the
S&P  500 Index is shown with all dividends and distributions
reinvested.  Because the S&P 500 Index was available only at
month-end in 1987, we used the 3/31/87 value for performance
since  inception.  This index is unmanaged and is not hedged
for  foreign currency risk. Current performance may be lower
or   higher   than   the  performance  quoted.  Please  call
(800)445-9469 or visit longleafpartners.com for more current
performance  information.  The  annualized expense ratio for
the  Longleaf  Partners  Fund is 0.91%. The risks associated
with  an  investment  in  the  Longleaf  Partners  Fund  are
detailed in 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.

Partners Fund Longleaf Partners Funds .
   7

Portfolio Summary
Portfolio Changes
January 1, 2013 through
Portfolio Holdings at March 31, 2013  March 31, 2013
Net Assets  New Holdings
Investments  82.8%  Murphy Oil Corporation
Chesapeake    Energy    Corporation   (Common,   Convertible
Preferred)  8.1 Eliminations Dell Inc. (Common, Options) 7.7
Cemex  S.A.B.  de  C.V. Convertible Subordinated Notes Loews
Corporation  7.5  Franklin  Resources,  Inc.  DIRECTV  FedEx
Corporation  6.4  6.1  The  Walt  Disney Company Koninklijke
Philips Electronics N.V. 5.9 CONSOL Energy Inc. 5.2

The Travelers Companies, Inc.  5.0
Aon plc  4.9
The Bank of New York Mellon Corporation  4.9
Mondelez International, Inc.  4.5
Abbott Laboratories  4.2
Berkshire Hathaway Inc.  3.7
Level(3) Communications, Inc.  3.7
Vulcan Materials Company  3.2
Murphy Oil Corporation  1.8
Cash Reserves  17.4
Other Assets and Liabilities, net  (0.2)
100.0%

8 . Quarterly Report 1Q 2013 Partners
   Fund

Portfolio of Investments
Common Stock

Share Quantity  Market Value  % of Net Assets
Air Freight & Logistics
FedEx Corporation  5,094,606  $ 500,290,309  6.1%
Capital Markets
The Bank of New York Mellon Corporation  14,258,600  399,098,214  4.9
Computers & Peripherals
Dell Inc.  30,878,000  442,481,740  5.4
Construction Materials
Vulcan Materials Company(b)  5,125,450  264,985,765  3.2
Diversified Telecommunication Services
Level(3) Communications, Inc.*(b)  15,026,565  304,889,004  3.7
Food Products
Mondelez International, Inc.  11,947,000  365,697,670  4.5
Industrial Conglomerates
Koninklijke Philips Electronics N.V. (Foreign)  13,590,360  402,160,514  4.9
Koninklijke Philips Electronics N.V. ADR (Foreign)  2,686,500  79,386,075  1.0
481,546,589  5.9
Insurance
Aon plc (Foreign)  6,529,700  401,576,550  4.9
Berkshire Hathaway Inc. - Class B*  2,926,000  304,889,200  3.7
Loews Corporation  13,853,000  610,501,710  7.5
The Travelers Companies, Inc.  4,794,000  403,606,860  5.0
1,720,574,320  21.1
Media
DIRECTV*  9,211,800  521,479,998  6.4
Oil, Gas & Consumable Fuels
Chesapeake Energy Corporation  27,410,576  559,449,856  6.8
CONSOL Energy Inc.(b)  12,583,000  423,417,950  5.2
Murphy Oil Corporation  2,251,400  143,481,722  1.8
1,126,349,528  13.8
Pharmaceuticals
Abbott Laboratories  9,696,076  342,465,404  4.2
Total Common Stock (Cost $5,474,506,329)  6,469,858,541  79.2
Preferred Stock
Oil, Gas & Consumable Fuels
Chesapeake Energy Corporation Convertible Preferred 5.75%  56,500  57,679,438  0.7
Chesapeake Energy Corporation Convertible Preferred Series A
5.75%  45,480  46,588,575  0.6
Total Preferred Stock (Cost $83,894,895)  104,268,013  1.3

Options Purchased

Share Equivalents  Market Value  % of Net Assets
Computers & Peripherals
Dell Inc. Call, 12/14/15, with Deutsche Bank, Strike Price $7  12,500,000  $ 91,750,000  1.1%
Dell Inc. Call, 12/14/15, with Morgan Stanley, Strike Price $7  12,500,000  93,250,000  1.2
Total Options Purchased (Cost $212,877,091)  185,000,000  2.3
Short-Term Obligations
Principal Amount
Repurchase Agreement with State Street Bank,
0.01% due 4/1/13, Repurchase price $173,053,192
(Collateral: $176,980,000 U.S. Treasury Notes,
0.96% - 1.06% due 5/15/19 to 7/31/19,
Value $176,515,866)  173,053,000  173,053,000  2.1
U.S. Treasury Bills, 0.03% - 0.04% due 4/18/13 to 6/20/13  1,250,000,000  1,249,887,500  15.3
Total Short-Term Obligations (Cost $1,422,931,056)  1,422,940,500  17.4
Total Investments (Cost $7,194,209,371)(a)  8,182,067,054  100.2
Other Assets and Liabilities, Net  (16,415,695)  (0.2)
Net Assets  $8,165,651,359  100.0%
Net asset value per share  $ 29.46

*       Non-income producing security.
(a)
Aggregate   cost   for   federal   income  tax  purposes  is
$7,434,322,090.  Net unrealized appreciation of $987,857,683
consists  of  unrealized  appreciation  and  depreciation of
$1,513,181,514 and $(525,323,831), respectively.

(b)
Affliated  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 during the
period).

Note:  Companies  designated  as "Foreign" are headquartered
outside the U.S. and represent 11% of net assets.

10 . Quarterly Report 1Q 2013 Small-Cap Fund

Small-Cap Fund Management Discussion
Longleaf  Partners  Small-Cap Fund produced absolute returns
far  above our absolute annual return goal of inflation plus
10%  in  the  first  quarter  and over the last year, rising
12.1%  and  25.4% respectively. Over the long-term, the Fund
has also outperformed the Russell 2000 Index, including more
than  doubling  the cumulative returns of the benchmark over
the  15  and  20 year periods. Since the financial crisis in
2008,  and  the Fund's low point in March of 2009, Small-Cap
has  gained  250.8%  versus  the  Index's 193.3%. Cumulative
Returns at March 31, 2013

Since  Inception  2/21/89 20 Year 15 Year Ten Year Five Year
Since 3/9/09 One Year 1Q

Small-Cap Fund  1164.43%  932.34%  294.83%  247.80%  62.61%  250.77%  25.40%  12.08%
Russell 2000 Index  761.12  443.78  141.09  197.48  48.55  193.25  16.30  12.39

See page 12 for additional performance information.
Almost  all  of  the  names in the portfolio rose during the
quarter,  and  a  number  of  stocks  gained over 20%. Texas
Industries,  the Fund's largest position, added 24%, and our
appraisal  also  grew. Cement pricing has been strong in the
company's  primary  market of Texas, and demand is beginning
to  grow with infrastructure spending as well as residential
construction   after   several   years   of   low   capacity
utilization.  The company is working to bring its new cement
plant   to  full  capacity  to  help  meet  demand  and  has
additional  upside  when  a  California  recovery  generates
earnings from that plant. Madison Square Garden returned 30%
over the last three months, and its strong momentum over the
last  year  caused  its  price to approach our appraisal. We
started  selling  thepositionlateinthe  quarterand completed
our  exit  in  early  April.  As the major renovation of the
arena  nears  completion  on  time  and  within  budget, the
company  is  raising  ticket prices successfully. Meanwhile,
television  rights  for  the  Knicks and Rangers have become
increasingly  valuable.  Lamar,  the  billboard  advertising
company,  gained  25%  as results exceeded expectations, and
guidance   improved.   TheconversiontoaREIT  remainsontrack.
Washington   Post   added   22%   with   encouraging  margin
development  at  its  Kaplan  Higher  Education business and
revenue  growth  at  Kaplan  International.  The company has
announced  the sale of several smaller assets and reportedly
is  interested  in  selling  its headquarters building. Legg
Mason  was  up  26% following the appointment of new CEO Joe
Sullivan, as well as strong share repurchase activity. Three
of  the  Fund's  holdings  declined in the quarter. Level(3)
fell  12%.  Although  the  company  achieved  its goal of 2%
sequential  sales  growth,  extra  costs  reduced  operating
income   versus   expectations.  Management  lowered  EBITDA
guidance accordingly. Given our disappointment over the last
several years in Level(3)'s results, we worked cooperatively
with  the  company  to add Peter van Oppen to the board, and
his  appointment  became effective during the quarter. Peter
owns  a  private  investment  firm focused on technology and
telecommunications  and  has specific knowledge of both long
haul  and enterprise businesses. Additionally, his financial
background  and  experience  on  multiple  boards will bring
added discipline. In mid-March, Jim Crowe announced his plan
to  resign,  and by mid-April, COO Jeff Storey was appointed
the   new   CEO.  The  solid  board,  combined  with  Jeff's
experience  and  operational focus, make us optimistic about
the  value  of  this  company's assets being recognized over
time.  Our  other  fiber  network  holding, tw telecom, also
invested  in  growth  during the quarter, preventing margins
from  growing.  The  stock  was  down  1%. Our investment in
Quicksilver,  the  oil  and  gas  exploration and production
company,   declined   17%.   Canada   denied   Transcanada's
application

Small-Cap Fund Longleaf Partners Funds . 11 to build a second pipeline
connecting to the Horn River basin, leaving Quicksilver with only one routefor
itsproductionbut giving thecompany more flexibility with its capital allocation.
The company lowered its reserve numbers based on theprevioustwelvemonth gasprice
averageof less than $3/mcf. Given more recent higher gas prices, this accounting
adjustment should correct itself in the future. On the last day of the quarter,
the company announced that Tokyo Gas is buying 25% of its Barnett Shale assets
at a price in line with our appraisal for this play. During the quarter stock
prices rose faster than our appraisals grew, resulting in a number of position
trims, as well as two full sales in addition to Madison Square Garden mentioned
above. Potlatch, the timber company, approached our appraisal as the housing
recovery helped drive up lumber prices. Willis, the insurance broker, also moved
toward our appraisal. The overall strength in smaller cap stocks over the last
year has left few names on-deck near our requisite discount. Consequently, cash
rose to 27% of the portfolio, and the Fund's P/V reached the low-80%s. These
levels are reminiscent of when we closed the Fund in 1997, and in the 15+ years
since, the Fund has delivered solid cumulative returns over twice the Index. We
remain confident that we will find additional qualifiers in time, whether
through general market volatility or individual company disappointments. In the
interim, we believe that the 18 companies we own will grow their values. Rising
interest rates would offer further upside to a number of holdings, and several
companies could have near-term catalysts for value recognition. ... stock prices
rose faster than our appraisals grew ...

12 . Quarterly Report 1Q 2013 Small-Cap Fund

Performance History
Comparison  of  Change  in Value of $10,000 Investment Since
Inception February 21, 1989

Inception  Mar  92 Mar 95 Mar 98 Mar 01 Mar 04 Mar 07 Mar 10
Mar 13

Average Annual Returns for the Periods Ended March 31, 2013 Since Inception
2/21/89 20 Year Ten Year Five Year One Year Small-Cap Fund 11.10% 12.38% 13.27%
10.21% 25.40% Russell 2000 Index 9.34 8.84 11.52 8.24 16.30 1Q 12.08% 12.39

Past  performance  does not predict future performance, Fund
prices   fluctuate,  and  the  value  of  an  investment  at
redemption  may  be  worth  more  or  less than the purchase
price.  The  Fund's  performance  results in the table shown
above   do  not  reflect  the  deduction  of  taxes  that  a
shareholder   would   pay   on  Fund  distributions  or  the
redemption  of Fund shares. Fund performance and that of the
Russell   2000   Index  is  shown  with  all  dividends  and
distributions reinvested. This index is unmanaged and is not
hedged for foreign currency risk. Current performance may be
lower  or  higher  than  the performance quoted. Please call
(800)445-9469 or visit longleafpartners.com for more current
performance  information.  The  annualized expense ratio for
the  Longleaf  Partners  Small-Cap  Fund is 0.91%. The risks
associated  with  an  investment  in  the  Longleaf Partners
Small-Cap  Fund  are detailed in 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.

Small-Cap Fund Longleaf Partners Funds .
   13

Portfolio Summary
Portfolio Changes
January 1, 2013 through
Portfolio Holdings at March 31, 2013  March 31, 2013
Net Assets  New Holdings
Investments  72.0%  None
Texas Industries, Inc.  11.9  Eliminations
Vail Resorts, Inc. Saks Incorporated (Common, Convertible Bonds)
The Washington
Post Company  5.2 4.9 4.8  Potlatch Corporation Willis Group Holdings
Public Limited Company
Everest Re Group, Ltd.  4.7
Fairfax Financial Holdings Limited  4.5
Lamar Advertising Company  4.3
Legg Mason, Inc.  4.2
The Wendy's Company  4.0
Scripps Networks Interactive, Inc.  3.7
DineEquity, Inc.  3.5
tw telecom inc.  3.4
Level(3) Communications, Inc.  3.2
Service Corporation International  3.0
The Madison Square Garden Company  1.9
Quicksilver Resources Inc. (Common, Bonds)  1.7
Martin Marietta Materials, Inc.  1.7
Tribune Company  1.4
Cash Reserves  27.4
Other Assets and Liabilities, net  0.6
100.0%

14 . Quarterly Report 1Q 2013 Small-Cap
   Fund

Portfolio of Investments

Common Stock

Share Quantity  Market Value  Net Assets
Capital Markets
Legg Mason, Inc.  5,140,921  $ 165,280,610  4.2%
Construction Materials
Martin Marietta Materials, Inc.  642,088  65,505,818  1.7
Texas Industries, Inc.*(b)  7,510,757  474,003,874  11.9
539,509,692  13.6
Diversified Consumer Services
Service Corporation International(b)  7,073,393  118,337,865  3.0
Diversified Telecommunication Services
Level(3) Communications, Inc.*  6,358,000  129,003,820  3.2
tw telecom inc.*  5,382,000  135,572,580  3.4
264,576,400  6.6
Hotels, Restaurants & Leisure
DineEquity, Inc.(b)  2,010,850  138,326,372  3.5
Vail Resorts, Inc.(b)  3,317,000  206,715,440  5.2
The Wendy's Company(b)  27,967,000  158,572,890  4.0
503,614,702  12.7
Insurance
Everest Re Group, Ltd. (Foreign)  1,449,600  188,245,056  4.7
Fairfax Financial Holdings Limited (Foreign)  458,700  179,109,063  4.5
367,354,119  9.2
Media
Lamar Advertising Company - Class A*  3,514,039  170,817,436  4.3
The Madison Square Garden Company - Class A*  1,334,333  76,857,581  1.9
Scripps Networks Interactive, Inc. - Class A  2,260,000  145,408,400  3.7
Tribune Company - Class A*  1,010,513  57,447,664  1.4
The Washington Post Company - Class B(b)  428,000  191,316,000  4.8
641,847,081  16.1
Multiline Retail
Saks Incorporated*(b)  14,448,500  165,724,295  4.2
Oil, Gas & Consumable Fuels
Quicksilver Resources Inc.*(b)  24,587,000  55,320,750  1.4
Total Common Stock (Cost $2,159,231,680)  2,821,565,514  71.0

Small-Cap Fund  Longleaf Partners Funds . 15
at March 31, 2013 (Unaudited)
Corporate Bonds

Principal Amount  Market Value  Net assets
Multiline Retail
Saks Incorporated 7.5% Convertible Notes due 12/1/13(b)  14,051,000  $ 28,909,932  0.7%
Oil, Gas & Consumable Fuels
Quicksilver Resources Inc., 7.125% Senior Notes due 4/1/16(b)  14,562,000  12,377,700  0.3
Total Corporate Bonds (Cost $38,703,954)  41,287,632  1.0
Short-Term Obligations
Repurchase Agreement with State Street Bank,
0.01% due 4/1/13, Repurchase price $105,008,117
(Collateral: $107,745,000 U.S. Treasury Notes 1.06% - 1.70%
due 7/31/19 to 5/15/22, Value $107,109,320)  105,008,000  105,008,000  2.6
U.S. Treasury Bills, 0.00% - 0.07% due 4/4/13 to 7/18/13  985,000,000  984,919,895  24.8
Total Short-Term Obligations (Cost $1,089,927,302)  1,089,927,895  27.4
Total Investments (Cost $3,287,862,936)(a)  3,952,781,041  99.4
Other Assets and Liabilities, Net  23,447,260  0.6
Net Assets  $3,976,228,301  100.0%
Net asset value per share  $ 32.37

*       Non-income producing security.
(a)

Aggregate cost for federal income tax purposes is
$3,289,781,637. Net unrealized appreciation of $664,918,105
consists of unrealized appreciation and depreciation of
$990,877,567 and $(325,959,462), respectively.

(b)

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 during the
period). Note: Companies designated as "Foreign" are
headquartered outside the U.S. and represent 9% of net
assets.

16 . Quarterly Report 1Q 2013
   International Fund

International Fund Management Discussion

Longleaf Partners International Fund produced strong
relative and absolute performance in the first quarter,
returning 7.2% vs. the EAFE Index's 5.1%. The Fund's
cumulative returns since inception have almost tripled EAFE
returns. Cumulative Returns at March 31, 2013

Since Inception 10/26/98  Ten Year  Five Year  One Year  1Q
International Fund  227.88%  136.16%  -1.03%  16.53%  7.19%
EAFE Index  82.05  152.23  -4.36  11.25  5.13

See page 18 for additional performance information. Most
holdings had positive performance in the first quarter, with
many producing double-digit returns. Macau gaming company
Melco International was the top contributor, adding 37% in
the quarter. Subsidiary Melco Crown completed an IPO of its
Philippine project, Belle Grande Manila Bay, with an implied
value of US$1.5 billion - over twice our carrying value of
US$700 million. We have partnered with a proven
owner-operator in CEO Lawrence Ho, who owns 49% of Melco
International. Dell stock was up 42% as Michael Dell and private
equity firm Silver Lake proposed to take the company
private. To see more on the reasons we are fighting the
buyout offer, please see the Partners Fund discussion on
page 4. Philips gained 13% as the company grew revenues and
margins in its three core businesses of Healthcare,
Lighting, and Consumer. Philips sold its consumer
electronics business and is dropping "Electronics" from the
corporate name to better reflect its lighting, healthcare,
and well being focus. Global cement company Cemex returned
13%, and we sold our converts which we exchanged for our
equity stake last year. These convertible bonds benefitted
from both tightening spreads and a rising equity price,
which rose to over $12 in the quarter from its low of under
$3 eighteen months prior. While our appraisal took a hit in
the economic crisis, Lorenzo Zambrano and his team did
admirable work in restructuring the company to manage its
debt and reduce costs in response to demand levels at half
of peak. Hochtief, the construction and engineering company,
rose 13% in the quarter. Management conservatively lowered
guidance and stated that the focus
for this year will be on asset disposals, with profitability
improvements in the core businesses coming through in 2014.
Leighton, in which Hochtief holds a 54% stake, announced the
sale of the bulk of its telecommunications business at an
attractive price. Only a few names were detractors in the
quarter, with most down only slightly. Our positions in Hong
Kong and China real estate developer Henderson Land and Hong
Kong-based conglomerate Cheung Kong both declined 4%. Broad
fears over Chinese and Hong Kong real estate prices impacted
each company. Both Henderson and Cheung Kong have minimal
financial leverage, and despite heavy government crackdown
on prices, including increased mortgage rates and stamp
duties, each company has low cost inventory that will enable
them to profit even at much lower real estate prices. Cheung
Kong actually raised its sales targets, expecting to sell
30% more Hong Kong residential property than last year.
Cheung Kong Chairman KS Li and Henderson Chairman Lee Shau
Kee are personally buying shares at their respective
companies. Spanish construction and engineering firm ACS
fell 7% in the quarter, as negative macro sentiment in Spain
overshadowed company improvement, and the market waited for
planned non-core asset sales, which will further deleverage
the company. ACS sold its

International Fund Longleaf Partners Funds . 17 transmission
lines. Core operations continued to generate free cash flow.
HRT, the Brazilian oil and gas exploration and production
company, declined 29% in the first quarter. We have actively
worked to improve governance at HRT over the past year, but
the stock price is unlikely to rebound significantly without
successful drilling results or signing a major partner.
After quarter-end, John Willott from Exxon was elected the
new independent Chairman at the Annual General Meeting.
After a period of strong performance, we sold four positions
and trimmed an additional four. We exited Irish drinks
company C&C Group as its price reached our appraisal. Our
management partners - first CEO John Dunsmore and later CEO
Stephen Glancey and CFO Kenny Neisen - created and realized
intrinsic value by successfully managing through a
challenging economic environment in the core markets of the
UK and Ireland and deftly pursuing key acquisitions. Our
results at C&C highlight the benefits of partnering with
shareholder-oriented management teams who think and act like
owners. We also sold Accor as its price neared appraisal
value. As discussed above, we sold the Cemex converts, and
we sold Willis as its price rose. We initiated a new
position in European shipping logistics company, TNT
Express. We also added to EXOR and Fairfax. With a
price-to-value ratio in the mid-60%s, the International Fund
portfolio remains attractively discounted. Recent price
appreciation has limited our ability to find new qualifiers
and fill out some of our positions. Cash rose during the
quarter, but the reported 26% level is higher than what we
have to invest given our participation in the pending
Orascom offering. General market volatility or individual
company disappointments will eventually provide
opportunities that meet our criteria. As we wait, values
across our 20 existing holdings should grow given their
strong market positions and financial strength, as well as
management partners who are large insider owners. With a
price-to-value ratio in the mid-60%s, the International Fund
portfolio remains attractively discounted.

18 . Quarterly Report 1Q 2013
   International Fund

Performance History
Comparison of Change in Value of $10,000 Investment Since Inception October 26, 1998
$50,000 40,000 30,000 20,000 10,000 $10,000 invested on 10/26/98 $32,787 $18,205
International Fund EAFE Index

0

Inception  Mar 01  Mar 04  Mar 07  Mar 10  Mar 13
Average Annual Returns for the Periods Ended March 31, 2013
Since Inception
10/26/98  Ten Year  Five Year  One Year  1Q
International Fund  8.58%  8.97%  -0.21%  16.53%  7.19%
EAFE Index  4.24  9.69  -0.89  11.25  5.13

Past performance does not predict future performance, Fund
prices fluctuate, and the value of an investment at
redemption may be worth more or less than the purchase
price. The Fund's performance results in the table shown
above do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the
redemption of Fund shares. Fund performance and that of the
EAFE Index is shown with all dividends and distributions
reinvested. Because the EAFE was available only at month-end
in 1998, we used the 10/31/98 value for performance since
inception. This index is unmanaged and is not hedged for
foreign currency risk. Current performance may be lower or
higher than the performance quoted. Please call
(800)445-9469 or visit longleafpartners.com for more current
performance information. The annualized expense ratio for
the Longleaf Partners International Fund is 1.27%. The risks
associated with an investment in the Longleaf Partners
International Fund are detailed in 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.

International Fund Longleaf Partners
   Funds . 19

Portfolio Summary
Portfolio Holdings at March 31, 2013 Portfolio Changes
January 1, 2013 through March 31, 2013

Investments Manabi S.A. Class A (Preferred) Lafarge S.A.
Cheung Kong Holdings Limited Koninklijke Philips Electronics
N.V. Melco International Development Limited Hochtief AG
Fairfax Financial Holdings Limited Ferrovial S.A. ACS,
Actividades de Construccion Y Servicios, S.A. Genting Berhad
Nitori Holdings Co., Ltd TNT Express NV EXOR S.p.A. Fiat
Industrial S.p.A. Vodafone Group plc ADR Nidec Corporation
CNH Global N.V. HRT Participacoes em Petroleo S.A. Henderson
Stub Swap Contracts Dell Inc. (Options) Cash Reserves Other
Assets and Liabilities, net 7.1 6.7 6.7 5.8 5.7 5.2 4.9 4.7
4.6 4.0 3.2 3.0 2.7 2.4 2.1 1.3 0.9 0.8 0.7 (0.4) Net Assets
72.1% 26.3 1.6 100.0% New Holdings TNT Express NV
Eliminations Accor S.A. C&C Group plc Cemex S.A.B. de C.V.
Convertible Subordinated Notes Willis Group Holdings Public
Limited Company

20 . Quarterly Report 1Q 2013 International Fund

Portfolio of Investments
Common Stock

Share Quantity  Market Value  Net Assets
Air Freight & Logistics
TNT Express NV (Netherlands)  6,702,806  $ 49,129,166  3.0%
Construction & Engineering
ACS, Actividades de Construccion Y Servicios, S.A. (Spain)  3,196,154  74,585,940  4.6
Ferrovial S.A. (Spain)(d)  4,746,914  75,330,456  4.7
Hochtief AG (Germany)  1,298,655  84,466,178  5.2
234,382,574  14.5
Construction Materials
Lafarge S.A. (France)  1,628,500  108,195,092  6.7
Diversified Financial Services
EXOR S.p.A. (Italy)  1,553,160  43,382,244  2.7
Electrical Equipment
Nidec Corporation (Japan)  359,000  21,432,836  1.3
Hotels, Restaurants & Leisure
Genting Berhad (Malaysia)(d)  20,167,000  65,388,884  4.0
Melco International Development Limited (Hong Kong)(d)  53,639,000  92,870,018  5.7
158,258,902  9.7
Industrial Conglomerates
Koninklijke Philips Electronics N.V. (Netherlands)  3,156,366  93,401,924  5.8
Insurance
Fairfax Financial Holdings Limited (Canada)  201,500  78,679,913  4.9
Machinery
CNH Global N.V.* (Netherlands)  350,000  14,462,000  0.9
Fiat Industrial S.p.A. (Italy)  3,523,660  39,612,493  2.4
54,074,493  3.3
Oil, Gas & Consumable Fuels
HRT Participacoes em Petroleo S.A.* (Brazil)  7,665,550  12,745,886  0.8
Real Estate Management & Development
Cheung Kong Holdings Limited (Hong Kong)(d)  7,303,000  107,815,576  6.7
Specialty Retail
Nitori Holdings Co., Ltd. (Japan)  671,500  51,716,949  3.2
Wireless Telecommunication Services
Vodafone Group plc ADR (United Kingdom)  1,215,997  34,546,475  2.1
Total Common Stock (Cost $962,165,330)  1,047,762,030  64.7
Preferred Stock
Metals & Mining
Manabi S.A. Class A Preferred* (Brazil)(b)(c) (Cost $91,000,000)  91,000  114,709,761  7.1

International Fund      Longleaf Partners Funds . 21
continued
Options Purchased(e)
Share Equivalents  Market Value  Net Assets
Computers & Peripherals
Dell Inc. Call, 8/15/16, with Bank of America Merrill Lynch,
Strike Price $15.50 (United States) (Cost $35,298,560)
6,476,800 $ 6,579,134 0.4%

Short-Term Obligations
Principal Amount
Repurchase Agreement with State Street Bank,
0.01% due 4/1/13, Repurchase price $50,999,057
(Collateral: $45,685,000 U.S. Treasury Note,
0.96% due 5/15/19, Value $52,020,093)  50,999,000  50,999,000  3.1
U.S. Treasury Bills, 0.03% - 0.05% due 4/18/13 to 7/18/13  375,000,000  374,968,955  23.2
Total Short-Term Obligations (Cost $425,970,134)  425,967,955  26.3
Total Investments (Cost $1,514,434,024)(a)  1,595,018,880  98.5
Swap Contracts  11,273,855  0.7
Options Written  (12,531,960)  (0.8)
Forward Currency Contracts  (794,109)  -
Other Assets and Liabilities, Net  25,704,473  1.6
Net Assets  $1,618,671,139  100.0%
Net asset value per share  $ 15.05

*       Non-income producing security.
(a)

Aggregate cost for federal income tax purposes is
$1,570,248,889. Net unrealized appreciation of $80,584,856
consists of unrealized appreciation and depreciation of
$251,840,215 and $(171,255,359), respectively.

(b)

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 during the
period).

(c)

Illiquid. Board Valued.

(d)

All or a portion designated as collateral for options and
forward contracts.

(e)

See next page for Options Written.
Note: Country listed in parenthesis after each company
indicates location of headquarters.

22 . Quarterly Report 1Q 2013
   International Fund

Portfolio of Investments at March 31, 2013 (Unaudited)
Swap Contracts

Market Value  % of Net Assets
Henderson Stub Swap Contracts with Deutsche Bank due 3/14/17  $ 11,273,855  0.7%
Real Estate  Oil, Gas &
Management &  Consumable
Development  Fuels
Henderson Land  The Hong Kong
Development  and China
Company Limited  Gas Company
Components of Henderson Stub Swap Contracts (Hong Kong)  (Hong Kong)  Total
Shares of underlying security 27,692,000  (39,599,560)
Unrealized appreciation(depreciation) $ 36,133,355  $ (24,780,507)  $11,352,848
Accrued dividends 3,464,484  (2,342,853)  1,121,631
Financing Fee (1,148,200)  (52,424)  (1,200,624)
Unrealized gain(loss) 38,449,639  (27,175,784)  11,273,855
Options Written
Unrealized
Share Equivalents Gain(Loss)  Market Value
Computers & Peripherals
Dell Inc. Put, 8/15/16, with Bank of America
Merrill Lynch, Strike Price $15.50
(United States) (6,476,800) 16,484,104  (12,531,960)  (0.8)%
Forward Currency Contracts
Currency Units Sold
Japanese Yen Forward with State Street Bank
due 6/21/13 (4,840,000,000) (794,109)  (51,446,627)  -

Country Weightings

Common & Preferred Stock  Net Assets
Hong Kong  17.3%  12.4%
Netherlands  13.5  9.7
Spain  12.9  9.3
Brazil  11.0  7.9
France  9.3  6.7
Germany  7.2  5.2
Italy  7.1  5.1
Canada  6.8  4.9
Japan  6.3  4.5
Malaysia  5.6  4.0
UK  3.0  2.1
100.0%  71.8
All other, net  28.2
100.0%

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24 . Quarterly Report 1Q 2013 Global
   Fund

Global Fund Management Discussion Longleaf Partners Global
Fund returned 3.9% in its first quarter of operation,
trailing the MSCI World Index return of 7.9%. The primary
reason for the underperformance was the high cash balance
from shareholder purchases at the first of the year.
Cumulative Returns at March 31, 2013 Since Inception
12/27/12 1Q

Global Fund 3.90% 3.90%
MSCI World Index 7.92 7.73
See page 26 for additional performance information.

Southeastern's disciplined approach of buying securities at
a significant discount to a conservative appraisal prevented
us from investing much of the Fund's cash following the
year-end launch. We temporarily closed the Global Fund in
January. Since then, the Fund has gradually become more
fully invested as more companies met our criteria of
business, people and price. As of April 16, the Fund
re-opened to new investors. Most holdings had positive
performance in the first quarter. DIRECTV continued to grow
its cash flow through pricing in the U.S. satellite business
and increasing subscribers in Latin America. The stock rose
13% as management used excess cash to shrink undervalued
shares at a 16% annualized rate and walked away from bidding
for Vivendi's GVT, a Brazilian internet and phone business.
The Fund's insurance holdings were positive performers in
the quarter. Bermuda-based reinsurer Everest RE returned
15%. Earnings and operations showed strong progress in the
past two quarters. The company bought in 4% of its
discounted shares. Fairfax Financial Holdings was another
top performer after it appreciated 9%. The company reported
strong fourth quarter earnings after its equity portfolio
rallied and it booked gains on government bond sales, as
well as claims management company Cunningham Lindsey. The
price of Mondelez, the snack business that was spun out of
Kraft last fall, rose 21% with attention placed on the
company by Trian's newly-held stake. Few names declined in
the quarter, with most down only slightly. Level(3) lost
12%. Although the company achieved its goal of 2% sequential
sales growth, extra costs reduced operating income versus
expectations. Management lowered EBITDA guidance
accordingly. Given our disappointment over the last several
years in Level(3)'s results, we encouraged the company to
add Peter van Oppen to the board, and his appointment became
effective during the quarter. Peter owns a private
investment firm focused on technology and telecommunications
and has specific knowledge of both long haul and enterprise
businesses. Additionally, his financial background and
experience on multiple boards will bring added discipline.
In mid-March, Jim Crowe announced his plan to resign, and by
mid-April, COO Jeff Storey was appointed the new CEO. The
solid board, combined with Jeff's experience and operational
focus, make us optimistic about the value of this company's
assets being recognized over time. Hong Kong-based
conglomerate Cheung Kong declined 4%. Broad fears over
Chinese and Hong Kong real estate prices impacted the
company, which has minimal financial leverage. Despite heavy
government crackdown on prices, including increased mortgage
rates and stamp duties, Cheung Kong has low cost inventory
that will enable it to profit even at much lower real estate
prices. Cheung Kong actually raised its sales targets,
expecting to sell 30% more Hong Kong residential property
than last year. Cheung Kong Chairman KS Li is personally
buying shares.

Global Fund Longleaf Partners Funds . 25
The market volatility late in the quarter gave us an
opportunity to fill out a number of positions in the Fund.
With over 87% of the Fund invested, we have set much of the
foundation for successful long-term compounding. We own
companies with strong market positions and financial
strength, and we have partnered with management teams who
are driving value growth across the majority of our
holdings. ... we have set much of the foundation for
successful long-term compounding.

26 . Quarterly Report 1Q 2013 Global
   Fund

Performance History
Comparison of Change in Value of $10,000 Investment Since Inception December 27, 2012
$11,000  Global Fund  MSCI World Index  $10,792
10,500  $10,390
10,000
$10,000 invested on 12/27/12
Inception 9,500  Jan 13  Feb 13  Mar 13
Returns for the Periods Ended March 31, 2013 Global Fund MSCI World Index
Since Inception 12/27/12 3.90% 7.92  1Q 3.90% 7.73

Past performance does not predict future performance, Fund
prices fluctuate, and the value of an investment at
redemption may be worth more or less than the purchase
price. The Fund's performance results in the table shown
above do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the
redemption of Fund shares. Fund performance and that of the
MSCI World Index is shown with all dividends and
distributions reinvested. Current performance may be lower
or higher than the performance quoted. Please call
(800)445-9469 or visit longleafpartners.com for more current
performance information. The annualized expense ratio for
the Longleaf Partners Global Fund is 1.65% (2.19% before fee
waiver). The risks associated with an investment in the
Longleaf Partners Global Fund are detailed in the
Prospectus. These risks include stock market risk,
investment selection risk, corporate ownership risk,
non-diversification risk, non-US investment risk, and
focused investment risk. Distributed by: Rafferty Capital
Markets, LLC.

Global Fund Longleaf Partners Funds . 27

Portfolio Summary
Portfolio Changes
January 1, 2013 through
Portfolio Holdings at March 31, 2013  March 31, 2013
Net Assets  New Holdings
Investments  87.6%  All positions new in 2013
Fairfax Financial Holdings Limited  6.7  Eliminations
Chesapeake Energy Corporation  6.3  None
Hochtief AG  5.7
Loews Corporation  5.6
DIRECTV  5.4
FedEx Corporation  5.0
Murphy Oil Corporation  4.9
EXOR S.p.A.  4.7
Genting Berhad  4.7
Everest Re Group, Ltd.  4.7
Cheung Kong Holdings Limited  4.6
TNT Express NV  4.6
CNH Global N.V.  4.6
Level(3) Communications, Inc.  4.6
Guinness Peat Group Plc  4.5
Mondelez International, Inc.  4.3
The Bank of New York Mellon Corporation  3.0
Henderson Land Development Company Limited  1.7
Melco International Development Limited  0.8
Koninklijke Philips Electronics N.V.  0.8
Berkshire Hathaway Inc.  0.4
Cash Reserves  15.6
Other Assets and Liabilities, net  (3.2)
100.0%

28 . Quarterly Report 1Q 2013 Global
   Fund

Portfolio of Investments
Common Stock

Share Quantity  Market Value  % of Net Assets
Air Freight & Logistics
FedEx Corporation (United States)  14,407  $1,414,767  5.0%
TNT Express NV (Netherlands)  176,900  1,296,613  4.6
2,711,380  9.6
Capital Markets
The Bank of New York Mellon Corporation (United States)  29,994  839,532  3.0
Construction & Engineering
Hochtief AG (Germany)  24,608  1,600,536  5.7
Diversified Financial Services
EXOR S.p.A. (Italy)  47,700  1,332,337  4.7
Diversified Telecommunication Services
Level(3) Communications, Inc.* (United States)  63,027  1,278,818  4.6
Food Products
Mondelez International, Inc. (United States)  39,718  1,215,768  4.3
Hotels, Restaurants & Leisure
Genting Berhad (Malaysia)  405,849  1,315,913  4.7
Melco International Development Limited (Hong Kong)  131,388  227,484  0.8
1,543,397  5.5
Industrial Conglomerates
Koninklijke Philips Electronics N.V. (Netherlands)  7,217  213,563  0.8
Insurance
Berkshire Hathaway Inc. - Class B* (United States)  1,033  107,639  0.4
Everest Re Group, Ltd. (Bermuda)  10,104  1,312,105  4.7
Fairfax Financial Holdings Limited (Canada)  4,802  1,875,042  6.7
Loews Corporation (United States)  35,615  1,569,553  5.6
4,864,339  17.4
Machinery
CNH Global N.V.* (Netherlands)  31,312  1,293,812  4.6
Media
DIRECTV* (United States)  26,809  1,517,657  5.4
Oil, Gas & Consumable Fuels
Chesapeake Energy Corporation (United States)  86,400  1,763,424  6.3
Murphy Oil Corporation (United States)  21,408  1,364,332  4.9
3,127,756  11.2
Real Estate Management & Development
Cheung Kong Holdings Limited (Hong Kong)  88,029  1,299,589  4.6
Henderson Land Development Company Limited (Hong Kong)  69,000  471,997  1.7
1,771,586  6.3

Global Fund  Longleaf Partners Funds . 29
at March 31, 2013 (Unaudited)

Common Stock

Share Quantity  Market Value  % of Net Assets
Textiles, Apparel & Luxury Goods Guinness Peat Group Plc*
(New Zealand) Total Common Stock
(Cost $23,703,020)  2,527,300  $ 1,268,757 24,579,238  4.5% 87.6
Short-Term Obligations
Repurchase Agreement with State Street Bank, 0.01% due 4/1/13,
Repurchase price $4,392,005 (Collateral: $3,935,000 U.S.
Treasury Note, 0.96% due 5/15/19, Value $4,480,663)
(Cost $4,392,000)  Principal Amount 4,392,000  4,392,000  15.6
Total Investments (Cost $28,095,020)(a)  28,971,238  103.2
Other Assets and Liabilities, Net  (883,836)  (3.2)
Net Assets  $28,087,402  100.0%
Net asset value per share  $ 10.39

*       Non-income producing security.
(a) Also represents aggregate cost for federal income tax
purposes. Net unrealized appreciation of $876,218 consists
of unrealized appreciation and depreciation of $1,176,707
and $(300,489), respectively. Note: Country listed in
parenthesis after each company indicates location of
headquarters. Country Weightings Common Stock Net Assets

United States  45.0%  39.5%
Netherlands  11.4  10.0
Hong Kong  8.2  7.1
Canada  7.6  6.7
Germany  6.5  5.7
Italy  5.4  4.7
Malaysia  5.4  4.7
Bermuda  5.3  4.7
New Zealand  5.2  4.5
100.0%  87.6
All other, net  12.4
100.0%

30 . Quarterly Report 1Q 2013

Fund Information
The following additional information may be obtained for
free by calling (800)445-9469, Option 1, or visiting
longleafpartners.com, or on the SEC's website at sec.gov. Proxy
Voting Policies and Procedures A description of Longleaf's
Proxy Voting Policies and Procedures is included in the
Statement of Additional Information (SAI). Proxy Voting
Record

Information regarding how the Funds voted proxies relating
to portfolio securities during the most recent 12-month
period ended June 30 is contained in Form N-PX. Quarterly
Portfolio Holdings

Longleaf files a complete schedule of portfolio holdings for
the first and third quarters of each fiscal year on Form
N-Q, which is available on the SEC's website, and may be
reviewed and copied at the SEC's Public Reference Room in
Washington,

D.C. Please call (800) SEC-0330 for information on the
operation of the Public Reference Room. In addition to Form
N-Q, Longleaf publishes reports for each calendar quarter.
These reports include complete schedules of portfolio
holdings, as well as performance updates and management
discussion. We furnish Longleaf's Quarterly Reports in lieu
of Form N-Q to shareholders who request information about
our first and third quarter portfolio holdings, and
Semi-Annual and Annual Reports for requests related to the
second and fourth quarters, respectively. Fund Trustees
Additional information about Fund Trustees is included in
the Statement of Additional Information (SAI).

Longleaf Partners Funds . 31

Service Directory
Call (800)445-9469
Fund Information . Option 1
To request a printed Prospectus, Summary Prospectus
(longleafpartners.com/mutual_fund_documents/ prospectus),
Statement of Additional Information (including Longleaf's
Proxy Voting Policies and Procedures), financial report,
application or other Fund information from 8:00 a.m. to 8:00
p.m. Eastern time, Monday through Friday.

Daily Fund Prices . Option 2
For automated reporting 24 hours a day, seven days a week.

Account Information . Option 3
For account balance and transaction activity, 24 hours a
day, seven days a week. Please have your Fund number (see
below) and account number ready to access your investment
information.

Shareholder Inquiries . Option 0
To request action on your existing account from 9:00 a.m. to
6:00 p.m. Eastern time, Monday through Friday.
Correspondence

By regular mail:  By express mail or overnight courier:
Longleaf Partners Funds  Longleaf Partners Funds
P.O. Box 9694  c/o BNY Mellon
Providence, RI 02940-9694  4400 Computer Drive
Westborough, MA 01581
(800)445-9469

Published Daily Price Quotations
Below are the common references for searching printed
or electronic media to find daily NAVs of the Funds.
Transfer Agent  Status to
Abbreviation  Symbol  Cusip  Fund Number  New Investors
Partners  LLPFX  543069108  133  Open
Sm-Cap  LLSCX  543069207  134  Closed 7/31/97
Intl  LLINX  543069405  136  Open
Global  LLGLX  543069504  137  Open

Our Governing Principles
We will treat your investment as if it were our own. We will
remain significant investors in Longleaf Partners Funds. We
will invest for the long term, while striving to maximize
returns and minimize business, financial, purchasing power,
regulatory and market risks. We will choose each equity
investment based on its discount from our appraisal of
corporate intrinsic value, its financial strength, its
management, its competitive position, and our assessment of
its future earnings potential. We will focus our assets in
our best ideas. We will not impose loads or 12b-1 charges on
mutual fund shareholders. We will consider closing to new
investors if closing would benefit existing clients. We will
discourage short-term speculators and market timers. We will
continue our efforts to enhance shareholder services. We
will communicate with our investment partners as candidly as
possible.