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Intelligent Investing in an Uncertain Environment

Southeastern Asset Management & Longleaf Partners Funds

November 2016

Before investing in any Longleaf Partners fund, you should carefully consider the Fund’s investment objectives, risks, charges, and expenses. For a current Prospectus and Summary Prospectus, which contain this and other important information, visit longleafpartners.com. Please read the Prospectus and Summary Prospectus carefully before investing. RISKS The Longleaf Partners Funds are subject to stock market risk, meaning stocks in the Funds may fluctuate in response to developments at individual companies or due to general market and economic conditions. Also, because the Funds generally invest in 15 to 25 companies, share values could fluctuate more than if a greater number of securities were held. Mid-cap stocks, held particularly in the Partners Fund, may be more volatile than those of larger companies. Smaller company stocks, held particularly in the Small-Cap Fund, may be more volatile than those of larger companies. Particularly for the International Fund and Global Fund, investing in non-U.S. securities may entail risk due to non-US economic and political developments, exposure to non-US currencies, and different accounting and financial standards. These risks may be higher when investing in emerging markets. Funds distributed by ALPS Distributors, Inc. The statements and opinions expressed are those of the author and are as of the date of this report.

Longleaf US Fund Disclosures

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LLP000559 Expiring 1/31/17

Longleaf US Fund Disclosures

Average annual total returns for the Funds and their benchmarks for the one, five, and 10-year and since inception periods ended September 30, 2016 are as follows: Returns reflect reinvested capital gains and dividends but not the deduction of taxes an investor would pay on distributions or share

• redemptions. Performance data quoted represents past performance; past performance does not guarantee future results. The investment

return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their

• riginal cost. Current performance of the Longleaf Partners Funds may be lower or higher than the performance quoted. Performance data

current to the most recent month-end may be obtained by visiting longleafpartners.com The total expense ratios for the Longleaf Partners Funds are: Longleaf Partners Fund 0.93%, Longleaf Small-Cap Fund 0.91%, Longleaf Partners International Fund 1.28%, Longleaf Partners Global 1.54%. The Partners and Small-Cap Funds’ expense ratios are subject to a fee waiver to the extent a Fund’s normal annual operating expenses exceed 1.5% of average annual net assets. The Longleaf International Fund’s expense ratio is subject to a fee waiver to the extent the Fund’s normal annual operating expenses exceed 1.75% of average annual net assets. The Longleaf Global Fund’s expense ratio is subject to a fee waiver to the extent the Fund’s normal annual operating expenses exceed 1.65% of average annual net assets.

1 Year 5 Year 10 Year Since Inception

Partners Fund (04/08/87) 24.80% 11.39% 3.77% 10.44% S&P 500 15.43 16.37 7.27 9.48 Small-Cap Fund (02/21/89) 24.09% 16.49% 8.70% 11.05% Russell 2000 15.47 15.82 7.07 9.38 International Fund (10/26/98) 16.86% 6.65% 1.41% 7.17% MSCI EAFE 6.52 7.39 1.82 4.06 Global Fund (12/27/12) 25.74% na na 5.75% MSCI World 11.36 na na 9.23

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Longleaf US Fund Disclosures

Fund holdings are subject to change and holding discussions are not recommendations to buy or sell any security. Current and future holdings are subject to risk. Price / Earnings (P/E) is the ratio of a company’s share price compared to its earnings per share Price / Book (P/B) is the ratio of a company’s share price compared to its book value per share Price to Sales (P/S) ratio that compares a company's stock price to its revenues Dividend Yield (DY) is ratio that indicates how much a company pays out in dividends each year relative to its share price Earnings Yield (EY) is earnings per share divided by the share price -- It is the reciprocal of the P/E ratio The S&P 500 Index is an index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P is designed to be a leading indicating of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. An index cannot be invested in directly. The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3,000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. An index cannot be invested in directly. MSCI EAFE Index (Europe, Australasia, Far East) is a broad based, unmanaged equity market index designed to measure the equity market performance of 22 developed markets, excluding the US & Canada. MSCI World Index is a broad-based, unmanaged equity market index designed to measure the equity market performance of 24 developed markets, including the United States. An index cannot be invested in directly. MSCI World Index is a broad-based, unmanaged equity market index designed to measure the equity market performance of 24 developed markets, including the United States. An index cannot be invested in directly.

Top 10 Holdings at 9/30/2016

Partners Fund Percent Small Cap Fund Percent International Fund Percent Global Fund Percent FedEx 8.6% Level 3 Communications 6.4% EXOR 8.3% Chesapeake Energy 11.7% CK Hutchison 6.6% ViaSat 6.2% LafargeHolcim 7.8% LafargeHolcim 6.7% Level 3 Communications 6.4% Liberty Media 6.0% CK Hutchison 7.3% FedEx 6.3% Wynn Resorts 6.3% Wynn Resorts 5.9% Melco International 6.8% CK Hutchison 6.3% Alphabet 6.2% CONSOL Energy 5.8% Great Eagle 6.0% Melco International 6.0% CONSOL Energy 6.2% Graham Holdings 5.0% Cheung Kong Property 5.2% Wynn Resorts 5.9% Chesapeake Energy 5.4% Hopewell 4.8% CEMEX (Bonds) 4.9% Level 3 Communications 5.5% LafargeHolcim 4.8% OCI 4.5% OCI 4.4% EXOR 4.8% Cheung Kong Property 4.8% Scripps Networks 4.4% Baidu 4.4% Cheung Kong Property 4.7% Scripps Networks 4.7% Rayonier 4.3% Sika 4.0% United Technologies 4.3%

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Our Global Research Team

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Memphis, TN Mason Hawkins, CFA Staley Cates, CFA Ross Glotzbach, CFA Jim Thompson, CFA Lowry Howell, CFA Brandon Arrindell, CFA Singapore Ken Siazon Manish Sharma, CFA Yaowen Zhang London Scott Cobb Josh Shores, CFA John Woodman David Vyravipillai Naser Bashir, CFA

Introduction Gwin Myerberg Southeastern Progress Report Mason Hawkins U.S. Investment Highlights Ross Glotzbach Asian Investment Highlights Ken Siazon European Investment Highlights Josh Shores Q & A Global Research Team

Agenda

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Capital Gains Distribution

Per Share % Long-Term

Partners Fund $0.5312 100% Small-Cap Fund 4.855 97 International Fund

• Global Fund
• Distributed on November 16, 2016

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Southeastern Progress Report

Mason Hawkins

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Southeastern Asset Management, Inc.

We are long-term, concentrated, engaged, intelligent, partnership investors

Long-Term Investing

A 5 year expected investment time horizon

Concentrated Investing

20 or fewer holdings

Engaged Investing

Collaborate with our boards and managements to build long-term value per share growth

Intelligent Investing

Investments must qualify quantitatively and qualitatively

Partnership Investing

Collectively our associates and affiliates are the largest shareholder group in funds advised by Southeastern

Our Global Research Team

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Memphis, TN Mason Hawkins, CFA Staley Cates, CFA Ross Glotzbach, CFA Jim Thompson, CFA Lowry Howell, CFA Brandon Arrindell, CFA Singapore Ken Siazon Manish Sharma, CFA Yaowen Zhang London Scott Cobb Josh Shores, CFA John Woodman David Vyravipillai Naser Bashir, CFA

Year-To-Date Performance

Longleaf Partners Funds and Indices (1/1/16 to 10/31/16)

*Inflation +10% is based on CPI (not seasonally adjusted) as of 9/30/16 Returns reflect reinvested capital gains and dividends but not the deduction of taxes an investor would pay on distributions or share redemptions. Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the funds may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by visiting longleafpartners.com. 11

U.S. Investment Highlights

Ross Glotzbach

U.S. Investment Highlights

• Record low interest rates resulting in flight to income

and perceived stability (This could be changing as we speak)

• Stock picking out of favor, but positive company-specific

results driving our strong YTD returns

• Finding new opportunities difficult in current

environment – Cash levels above average – On-deck list short but solid

The statements and opinions expressed are those of the author and are as of the date of this report

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$20 - 30

Value Range:

$7.40

Closing Price:

(11/13/15)

$62.20

Closing Price:

(11/13/15)

Valuations Last November

$120+

Value Range:

Is Stock Picking Dead?

We disagree with this sentiment and have been rewarded for our discipline

• ver the last year

The Dying Business of Picking Stocks

MONDAY, OCTOBER 17, 2016

Holdings are subject to change. Current and future holdings are subject to risk and there is no guarantee value will be achieved. Statements regarding securities are not recommendations to buy or sell the securities discussed, but rather illustrations of Southeastern Asset Management review of each security. 14

Company Specifics Driving Strong Returns

Our positive performance over the last year is a result of strong management actions and improving industry dynamics

Total Return

15-November-15 to 15-November-16

15

CONSOL Energy Wynn Resorts S&P 500

Holdings are subject to change. Current and future holdings are subject to risk and there is no guarantee value will be achieved. Statements regarding securities are not recommendations to buy or sell the securities discussed, but rather illustrations of Southeastern Asset Management review of each security. Past performance does not guarantee future results and current circumstances may not be comparable.

Index Value

24.7% 23.2% 27.3%

0% 30% Partners Fund Global Fund Small-Cap Fund

Current Position and Opportunity

Cash Balance at 10/31/16

Historical Cash Balance U.S. Sample Account

12/31/1987 to 10/31/16 (monthly)

Limited Market Opportunity

25%

High-Priced

25%

Low-P/E/Low Quality

50%

Opportunities

Average 10.5%

• 5

5 10 15 20 25 30 35

1987 1989 1990 1991 1992 1993 1994 1996 1997 1998 1999 2000 2001 2003 2004 2005 2006 2007 2008 2010 2011 2012 2013 2014 2015 Percent of Portfolio

The statements and opinions expressed are those of the author and are as of the date of this report Past performance does not guarantee future results and current circumstances may not be comparable.

The chart shows monthly cash balance for Southeastern’s largest US Equity account.

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Asian Investment Highlights

Ken Siazon

Asian Investment Highlights

• Asia remains most attractively valued region, in our

view, despite strong recent performance

• Positive company-specific results driving our strong YTD

performance

• Investment opportunities in Japan and potential

volatility resulting from – Fear of higher interest rates – Post-U.S. election uncertainty – Emerging Market weakness

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Our positive performance is a result of strong management actions and improving industry dynamics

Total Return

Since Last Webcast (17-May-16 to 15-November-16)

Company Specifics Driving Strong Returns

Holdings are subject to change. Current and future holdings are subject to risk and there is no guarantee value will be achieved. Statements regarding securities are not recommendations to buy or sell the securities discussed, but rather illustrations of Southeastern Asset Management review of each security. 19

Melco International Great Eagle Holdings Cheung Kong Property MSCI AC Asia Pacific MSCI EAFE

Past performance does not guarantee future results and current circumstances may not be comparable.

Index Value

50 100 150 200 250 300 350 Private Domestic Transaction Prices Hang Seng Property Index Historic Disconnect Global Financial Crisis SARS

Hong Kong property companies trade at significant discounts to underlying NAVs, and smart operators are selling property into private price strength

Hong Kong Real Estate

Source: Ratings and Valuation Department (Government of Hong Kong) Monthly Supplement dated September 30; FactSet

Historic Disconnect

Significant disconnect between real estate and stock prices

Date Property

• Est. Gross

Yield (%) Rate (HK$/sq.ft) Sep-16 Golden Centre 2.0 28,000 Sep-16 Kwun Tong View 3.5 12,949 Jul-16 One Harbour Gate (East) ~3.0 15,957 May-16 China Overseas Building 2.2 22,092 May-16 Wheelock House 3.2 30,216 Jan-16 Dah Sing Financial Center 2.3 23,641 Nov-15 Massmutual Tower 1.6 36,187 Nov-15 One Harbour Gate (West) 3.0 14,885 Sep-15 Park Building 3.0 6,869 Average 2.6 21,200

Real Estate Transactions

Deals are pricing at or below 3% gross rental yields

Source: Morgan Stanley, September 20, 2016

Holdings are subject to change. Current and future holdings are subject to risk and there is no guarantee value will be achieved. Statements regarding securities are not recommendations to buy or sell the securities discussed, but rather illustrations of Southeastern Asset Management review of each security. 20

Index Value (Indexed to 100 in Jan 2000)

Hong Kong Property Prices vs. Hang Seng Property Index

Current Position and Opportunity

Cash Balance

at 31-October-2016

P/V (“price to value”) is a calculation that compares the prices of the 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/V does not guarantee future results, and we caution investors not to give this calculation undue weight. Past performance does not guarantee future results and current circumstances may not be comparable.

Countries LTM Price to Book NTM Price to Earnings NTM Earnings Yield LTM Dividend Yield Bond Yield Earnings Yield / Bond Yield Price to Sales

Hong Kong 1.1 10.1 9.9 2.1 1.3 7.5 1.0 Korea 1.1 10.2 9.8 1.5 1.8 5.3 0.6 Singapore 1.1 13.2 7.6 3.8 2.1 3.6 1.5 Japan 1.2 14.0 7.1 2.1 0.0

• 155.1

0.7 Germany 1.7 13.2 7.6 2.7 0.3 28.1 0.7 UK 1.7 14.7 6.8 3.4 1.2 5.5 1.2 Australia 1.8 15.8 6.3 4.2 2.5 2.5 1.7 US 2.6 17.4 5.7 2.0 2.2 2.7 1.7 China 2.9 20.2 5.0 0.9 2.8 1.8 2.1

Global Market Valuations

At 10-November-2016

LTM – Last 12 Months, NTM – Next 12 Months Source: FactSet

U.S. Election Volatility

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Index Closing Price

24.7% 23.2%

0% 30%

International Fund Global Fund Mid - 60s% P/V Mid - 60s%

European Investment Highlights

Josh Shores

European Investment Highlights

• Investing within our circle of competence with
• wnership mentality being rewarded
• Positive company-specific results driving our strong

YTD performance

• In our view, Europe remains more inefficient with

wider stock dispersion and broad macro uncertainty

• Cash represents opportunity for next qualifiers

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Company Specifics Driving Strong Returns

Our positive performance is a result of strong management actions and

• perational progress

Total Return

Since Last Webcast (17-May-16 to 15-November-16)

Holdings are subject to change. Current and future holdings are subject to risk and there is no guarantee value will be achieved. Statements regarding securities are not recommendations to buy or sell the securities discussed, but rather illustrations of Southeastern Asset Management review of each security. 24

LafargeHolcim EXOR MSCI EAFE

Past performance does not guarantee future results and current circumstances may not be comparable.

Index Value

Current Position and Opportunity

Past performance does not guarantee future results and current circumstances may not be comparable.

Global Market Valuations

At 10-November-2016

LTM – Last 12 Months, NTM – Next 12 Months Source: FactSet

Countries LTM Price to Book NTM Price to Earnings NTM Earnings Yield LTM Dividend Yield Bond Yield Earnings Yield / Bond Yield Price to Sales

Hong Kong 1.1 10.1 9.9 2.1 1.3 7.5 1.0 Singapore 1.1 13.2 7.6 3.8 2.1 3.6 1.5 Japan 1.2 14.0 7.1 2.1 0.0

• 155.1

0.7 Germany 1.7 13.2 7.6 2.7 0.3 28.1 0.7 UK 1.7 14.7 6.8 3.4 1.2 5.5 1.2 US 2.6 17.4 5.7 2.0 2.2 2.7 1.7 China 2.9 20.2 5.0 0.9 2.8 1.8 2.1 France 1.5 14.4 7.0 3.5 0.7 10.2 0.9 Spain 1.4 14.3 7.0 4.1 1.4 5.0 1.1 Italy 1.0 13.3 7.5 3.6 1.9 3.9 0.5

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• Leading businesses with owner
• perators growing values
• Our constructive engagement

supporting value recognition

• Cash as opportunity for next qualifiers

Cash Balance

at 10-October-2016

24.7% 23.2%

0% 30%

International Fund Global Fund

Q & A

Brandon Arrindell

Q&A with Our Global Research Team

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Memphis, TN Mason Hawkins, CFA Staley Cates, CFA Ross Glotzbach, CFA Jim Thompson, CFA Lowry Howell, CFA Brandon Arrindell, CFA Singapore Ken Siazon Manish Sharma, CFA Yaowen Zhang London Scott Cobb Josh Shores, CFA John Woodman David Vyravipillai Naser Bashir, CFA

Level 3/CenturyLink

CenturyLink deal brings Level 3 fiber network together with the Qwest fiber net, creating an even more strategically valuable network than either standalone

Transaction Structure

Based on CenturyLink (CTL) reference price of $28 per share and fixed exchange ratio of 1.4286/Level 3 share

$975mm in Annual Synergies

The implied deal price does not give credit for synergy value, which we believe is achievable

Holdings are subject to change. Current and future holdings are subject to risk and there is no guarantee value will be achieved. Statements regarding securities are not recommendations to buy or sell the securities discussed, but rather illustrations of Southeastern Asset Management review of each security.

Total Deal Price

per share Consideration: 60% Stock $40.00 40% Cash $26.50

Capex Synergies million

annually

Total Synergies million

annually

Operating Cost Savings million

annually

$850 $125 $975

Source: Company Filings Source: Company Filings

$66.50

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2 4 6 8 10 20 40 60 80 100 Chesapeake Bond Trading Range Chesapeake Stock Price

Chesapeake Stock and Bond Volatility

Our investment across Chesapeake’s capital structure outperformed straight equity, which remained volatile as the company took steps to improve liquidity

Stock Price Bond Prices

Stock and Bond Prices

12/31/15 to 10/31/16 1 2 3 4 5 Early Feb: Liquidity concerns/bankruptcy rumors; energy price volatility Late Feb/Early March: Liquidity concerns ease with asset sales and ability to make debt payment April 11: Reaffirmed $4B borrowing base May 6 - June 2: Equity for debt swaps over $440 million August – September: Barnett sale increases liquidity and cash flow, improved remaining portfolio September: Issued equity to retire convertible preferreds 1 2 3 4 5 6 6

SAM swapped equity for bonds and preferreds SAM sold bonds as they approached par SAM received 60% par and converted to stock at $6.12

Holdings are subject to change. Current and future holdings are subject to risk and there is no guarantee value will be achieved. Statements regarding securities are not recommendations to buy or sell the securities discussed, but rather illustrations of Southeastern Asset Management review of each security. 29

Chesapeake Debt Reduction

“We have substantially improved our capital structure … we have taken measures to provide excess liquidity to address the remaining maturities of our debt through 2018”

– Doug Lawler, CEO

Company press release dated October 5, 2016

YTD Decrease in Debt Maturing Over Next 5 Years $5.1 Billion

Debt due after 20202

$2.9 Billion

Debt due through 2020

~$8.0 Billion

Total

Source: FactSet; Company Filings 1. Estimated future debt level based on filings since June 30, 2016 2. Does not include $1.5 billion term loan facility or $100 million revolving credit

9/30/161

$0.38 B $1.89 B $0.88 B $1.10 B $1.13 B $0.00 B $0.66 B $0.67 B $0.50 B $1.10 B 2016 2017 2018 2019 2020

Includes 2037 (puttable in 2017) Includes 2038 (puttable in 2018)

12/31/15: Total 5 Year Maturities = $5.4B 9/30/161: Total 5 Year Maturities = $2.9B

Holdings are subject to change. Current and future holdings are subject to risk and there is no guarantee value will be achieved. Statements regarding securities are not recommendations to buy or sell the securities discussed, but rather illustrations of Southeastern Asset Management review of each security. 30