Longleaf Partners Funds Trust NPX Annual report of proxy voting record


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY


Investment Company Act file number		811-04923

LONGLEAF PARTNERS FUNDS TRUST

(Exact name of registrant as specified in charter)


c/o SOUTHEASTERN ASSET MANAGEMENT, INC. 6410 POPLAR, SUITE 900, MEMPHIS, TN		38119

(Address of principal executive offices)		(Zip code)

ANDREW R. McCARROLL, ESQ.
SOUTHEASTERN ASSET MANAGEMENT, INC.
6410 POPLAR, SUITE 900, MEMPHIS, TN 38119

(Name and address of agent for service)


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


Date of fiscal year end:		December 31

Date of reporting period:		June 30, 2009

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

Longleaf Partners Fund

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Berkshire Hathaway Inc.

BRK.A

84670108

5/2/2009

Elect Director Warren E. Buffett

Management

Yes

For

Elect Director Charles T. Munger

Management

Yes

For

Elect Director Howard G. Buffett

Management

Yes

For

Elect Director Susan L. Decker

Management

Yes

For

Elect Director William H. Gates III

Management

Yes

For

Elect Director David S. Gottesman

Management

Yes

For

Elect Director Charlotte Guyman

Management

Yes

For

Elect Director Donald R. Keough

Management

Yes

For

Elect Director Thomas S. Murphy

Management

Yes

For

Elect Director Ronald L. Olson

Management

Yes

For

Elect Director Walter Scott, Jr.

Management

Yes

For

Prepare Sustainability Report

Shareholder

Yes

Against

For

CEMEX S.A.B. de C.V.

151290889

4/23/2009

Accept Financial Statements and Statutory Reports for the Year Ended December 31, 2008 in Accordance with Stock Market Law

Management

Yes

For

Approve Allocation of Income

Management

Yes

For

Authorize Increase in Variable Portion of Capital via Capitalization of Retained Profits Account

Management

Yes

For

Renegotiate Debt with Financial Institutions

Management

Yes

For

Elect Members of the Board, Members and Chairs to Audit and Corporate Practices Committees

Management

Yes

Against

Approve Remuneration of Directors and Members of the Audit and Corporate Practices Committees

Management

Yes

For

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

Management

Yes

For

Chesapeake Energy Corp.

CHK

165167107

6/12/2009

Elect Director Richard K. Davidson

Management

Yes

For

Elect Director V. Burns Hargis

Management

Yes

For

Elect Director Charles T. Maxwell

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

Against

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Declassify the Board of Directors

Shareholder

Yes

For

Against

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity

Shareholder

Yes

Against

For

Dell Inc.

DELL

24702R101

7/18/2008

Elect Director Donald J. Carty

Management

Yes

For

Elect Director Michael S. Dell

Management

Yes

For

Elect Director William H. Gray, III

Management

Yes

For

Elect Director Sallie L. Krawcheck

Management

Yes

For

Elect Director Alan (A.G.) Lafley

Management

Yes

For

Elect Director Judy C. Lewent

Management

Yes

For

Elect Director Thomas W. Luce, III

Management

Yes

For

Elect Director Klaus S. Luft

Management

Yes

For

Elect Director Alex J. Mandl

Management

Yes

For

Elect Director Michael A. Miles

Management

Yes

Withhold

Against

Elect Director Samuel A. Nunn, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

Reimburse Proxy Expenses

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

Against

For

eBay Inc.

EBAY

278642103

4/29/2009

Elect Director Marc L. Andreessen

Management

Yes

For

Elect Director William C. Ford, Jr.

Management

Yes

For

Elect Director Dawn G. Lepore

Management

Yes

For

Elect Director Pierre M. Omidyar

Management

Yes

For

Elect Director Richard T. Schlosberg, III

Management

Yes

For

Approve Stock Option Exchange Program

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

FedEx Corporation

FDX

31428X106

9/29/2008

Elect Director James L. Barksdale

Management

Yes

For

Elect Director August A. Busch IV

Management

Yes

For

Elect Director John A. Edwardson

Management

Yes

For

Elect Director Judith L. Estrin

Management

Yes

For

Elect Director J.R. Hyde, III

Management

Yes

For

Elect Director Shirley A. Jackson

Management

Yes

For

Elect Director Steven R. Loranger

Management

Yes

For

Elect Director Gary W. Loveman

Management

Yes

For

Elect Director Frederick W. Smith

Management

Yes

For

Elect Director Joshua I. Smith

Management

Yes

For

Elect Director Paul S. Walsh

Management

Yes

For

Elect Director Peter S. Willmott

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Level 3 Communications, Inc.

LVLT

52729N100

5/19/2009

Elect Director Walter Scott, Jr.

Management

Yes

For

Elect Director James Q. Crowe

Management

Yes

For

Elect Director R. Douglas Bradbury

Management

Yes

For

Elect Director Douglas C. Eby

Management

Yes

For

Elect Director Admiral James O. Ellis, Jr.

Management

Yes

For

Elect Director Richard R. Jaros

Management

Yes

For

Elect Director Robert E. Julian

Management

Yes

For

Longleaf Partners Fund

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Elect Director Michael J. Mahoney

Management

Yes

For

Elect Director Charles C. Miller, III

Management

Yes

For

Elect Director Arun Netravali

Management

Yes

For

Elect Director John T. Reed

Management

Yes

For

Elect Director Michael B. Yanney

Management

Yes

For

Elect Director Dr. Albert C. Yates

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Other Business

Management

Yes

For

Liberty Media Corporation

LMDIA

53071M500

6/25/2009

Elect Director Donne F. Fisher

Management

Yes

For

Elect Director Gregory B. Maffei

Management

Yes

For

Elect Director M. Lavoy Robison

Management

Yes

For

Change Company Name

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Ratify Auditors

Management

Yes

For

Liberty Media Corporation

LINTA

53071M104

6/25/2009

Elect Director Donne F. Fisher

Management

Yes

For

Elect Director Gregory B. Maffei

Management

Yes

For

Elect Director M. Lavoy Robison

Management

Yes

For

Change Company Name

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Ratify Auditors

Management

Yes

For

Marriott International Inc.

MAR

571903202

5/1/2009

Elect Director J.W. Marriott, Jr.

Management

Yes

For

Elect Director John W. Marriott, III

Management

Yes

For

Elect Director Mary K. Bush

Management

Yes

For

Elect Director Lawrence W. Kellner

Management

Yes

For

Elect Director Debra L. Lee

Management

Yes

For

Elect Director George Munoz

Management

Yes

For

Elect Director Harry J. Pearce

Management

Yes

For

Elect Director Steven S. Reinemund

Management

Yes

For

Elect Director W. Mitt Romney

Management

Yes

For

Elect Director William J. Shaw

Management

Yes

For

Elect Director Lawrence M. Small

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

J5428G115

6/25/2009

Approve Allocation of Income, with a Final Dividend of JPY 8

Management

Yes

For

Amend Articles To Reflect Digitalization of Share Certificates

Management

Yes

For

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

For

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Statutory Auditor

Management

Yes

For

Pioneer Natural Resources Co.

PXD

723787107

6/17/2009

Elect Director Thomas D. Arthur

Management

Yes

For

Elect Director Andrew F. Cates

Management

Yes

For

Elect Director Scott J. Reiman

Management

Yes

For

Elect Director Scott D. Sheffield

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Royal Philips Electronics N.V.
Note: Shares not voted due to technical problem.

PHG

N6817P109

3/27/2009

Approve Financial Statements and Statutory Reports

Management

N/A

For

Approve Dividends of EUR 0.70 Per Share

Management

N/A

For

Approve Discharge of Management Board

Management

N/A

For

Approve Discharge of Supervisory Board

Management

N/A

For

Reelect P-J. Sivignon to Management Board

Management

N/A

For

Elect J.J. Schiro to Supervisory Board

Management

N/A

For

Elect J. van der Veer to Supervisory Board

Management

N/A

For

Elect C.A. Poon to Supervisory Board

Management

N/A

For

Amend Long-Term Incentive Plan

Management

N/A

For

Longleaf Partners Fund

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

Management

N/A

For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 6a

Management

N/A

For

Authorize Repurchase of Shares

Management

N/A

For

Royal Philips Electronics N.V.

PHIA NA

500472303

3/27/2009

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve Dividends of EUR 0.70 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Reelect P-J. Sivignon to Management Board

Management

Yes

For

Elect J.J. Schiro to Supervisory Board

Management

Yes

For

Elect J. van der Veer to Supervisory Board

Management

Yes

For

Elect C.A. Poon to Supervisory Board

Management

Yes

For

Amend Long-Term Incentive Plan

Management

Yes

For

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Sun Microsystems, Inc.

JAVA

866810203

11/5/2008

Elect Director Scott G. McNealy

Management

Yes

For

Elect Director James L. Barksdale

Management

Yes

For

Elect Director Stephen M. Bennett

Management

Yes

For

Elect Director Peter L.S. Currie

Management

Yes

For

Elect Director Robert J. Finocchio, Jr.

Management

Yes

For

Elect Director James H. Greene, Jr.

Management

Yes

For

Elect Director Michael E. Marks

Management

Yes

For

Elect Director Patricia E. Mitchell

Management

Yes

For

Elect Director M. Kenneth Oshman

Management

Yes

For

Elect Director P. Anthony Ridder

Management

Yes

For

Elect Director Jonathan I. Schwartz

Management

Yes

For

Ratify Auditors

Management

Yes

For

Eliminate Supermajority Vote Requirement

Management

Yes

For

Amend Qualified Employee Stock Purchase Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

Against

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Shareholder

Yes

Against

For

Amend Bylaws to Establish a Board Committee on Human Rights

Shareholder

Yes

Against

For

Symantec Corp.

SYMC

871503108

9/22/2008

Elect Director Michael A. Brown

Management

Yes

For

Elect Director William T. Coleman

Management

Yes

For

Elect Director Frank E. Dangeard

Management

Yes

For

Elect Director Geraldine B. Laybourne

Management

Yes

For

Elect Director David L. Mahoney

Management

Yes

For

Elect Director Robert S. Miller

Management

Yes

Withhold

Against

Elect Director George Reyes

Management

Yes

For

Elect Director Daniel H. Schulman

Management

Yes

For

Elect Director ohn W. Thompson

Management

Yes

For

Elect Director V. Paul Unruh

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Approve Qualified Employee Stock Purchase Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Telephone and Data Systems, Inc.

TDS.S

879433860

5/21/2009

Elect Director Clarence A. Davis

Management

Yes

For

Elect Director Christopher D. O’Leary

Management

Yes

Withhold

Against

Elect Director Gary L. Sugarman

Management

Yes

For

Elect Director Herbert S. Wander

Management

Yes

For

Amend Non-Employee Director Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Recapitalization Plan

Shareholder

Yes

For

Against

Telephone and Data Systems, Inc.

TDS

879433100

5/21/2009

Elect Director Clarence A. Davis

Management

Yes

For

Elect Director Christopher D. O’Leary

Management

Yes

Withhold

Against

Elect Director Gary L. Sugarman

Management

Yes

For

Elect Director Herbert S. Wander

Management

Yes

For

Amend Non-Employee Director Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Recapitalization Plan

Shareholder

Yes

For

Against

The DirecTV Group, Inc

DTV

25459L106

6/2/2009

Elect Director Chase Carey

Management

Yes

For

Elect Director Mark Carleton

Management

Yes

For

Elect Director Peter Lund

Management

Yes

For

Elect Director Haim Saban

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Principles for Health Care Reform

Shareholder

Yes

Against

For

Declassify the Board of Directors

Shareholder

Yes

Against

For

The Walt Disney Company

DIS

254687106

3/10/2009

Elect Director Susan E. Arnold

Management

Yes

For

Elect Director John E. Bryson

Management

Yes

For

Elect Director John S. Chen

Management

Yes

For

Elect Director Judith L. Estrin

Management

Yes

For

Elect Director Robert A. Iger

Management

Yes

For

Elect Director Steven P. Jobs

Management

Yes

For

Elect Director Fred H. Langhammer

Management

Yes

For

Elect Director Aylwin B. Lewis

Management

Yes

For

Elect Director Monica C. Lozano

Management

Yes

For

Elect Director Robert W. Matschullat

Management

Yes

For

Elect Director John E. Pepper, Jr.

Management

Yes

For

Elect Director Orin C. Smith

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

Report on Political Contributions

Shareholder

Yes

Against

For

Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

UBS AG

UBS

H89231338

10/2/2008

ELECTION OF DIRECTOR: SALLY BOTT

Management

Yes

For

ELECTION OF DIRECTOR: RAINER-MARC FREY

Management

Yes

For

Longleaf Partners Fund

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

ELECTION OF DIRECTOR: BRUNO GEHRIG

Management

Yes

For

ELECTION OF DIRECTOR: WILLIAM G. PARRETT

Management

Yes

For

AMENDMENTS TO THE ARTICLES OF ASSOCIATION: ADJUSTMENT TO THE NEW UBS CORPORATE GOVERNANCE EFFECTIVE AS OF 1 JULY 2008

Management

Yes

For

IN CASE OF AD-HOC SHAREHOLDERS MOTIONS DURING THE EXTRAORDINARY GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY TO ACT IN ACCORDANCE WITH THE BOARD OF DIRECTORS

Management

Yes

For

Walgreen Co.

WAG

931422109

1/14/2009

Elect Director William C. Foote

Management

Yes

For

Elect Director Mark P. Frissora

Management

Yes

For

Elect Director Alan G. Mcnally

Management

Yes

For

Elect Director Cordell Reed

Management

Yes

For

Elect Director Nancy M. Schlichting

Management

Yes

For

Elect Director David Y. Schwartz

Management

Yes

For

Elect Director Alejandro Silva

Management

Yes

For

Elect Director James A. Skinner

Management

Yes

For

Elect Director Marilou M. Von Ferstel

Management

Yes

For

Elect Director Charles R. Walgreen III

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Qualified Employee Stock Purchase Plan

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Yum Brands, Inc.

YUM

988498101

5/21/2009

Elect Director David W. Dorman

Management

Yes

For

Elect Director Massimo Ferragamo

Management

Yes

For

Elect Director J. David Grissom

Management

Yes

For

Elect Director Bonnie G. Hill

Management

Yes

For

Elect Director Robert Holland, Jr.

Management

Yes

For

Elect Director Kenneth G. Langone

Management

Yes

For

Elect Director Jonathan S. Linen

Management

Yes

For

Elect Director Thomas C. Nelson

Management

Yes

For

Elect Director David C. Novak

Management

Yes

For

Elect Director Thomas M. Ryan

Management

Yes

For

Elect Director Jing-Shyh S. Su

Management

Yes

For

Elect Director Jackie Trujillo

Management

Yes

For

Elect Director Robert D. Walter

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Shareholder

Yes

For

Against

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Report on Sustainability and Food Safety in the Supply Chain

Shareholder

Yes

Against

For

Adopt Principles for Health Care Reform

Shareholder

Yes

Against

For

Report on Animal Welfare Policies

Shareholder

Yes

Against

For

Longleaf Partners International Fund

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Accor

AC FP

F00189120

5/13/2009

Approve Financial Statements and Statutory Reports

Management

Yes

For

Accept Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 1.65 per Share

Management

Yes

For

Approve Stock Dividend Program (Cash or Shares)

Management

Yes

For

Reelect Thomas J. Barack as Director

Management

Yes

For

Reelect Sebastien Bazin as Director

Management

Yes

For

Reelect Philippe Citerne as Director

Management

Yes

For

Reelect Gabriele Galateri as Director

Management

Yes

For

Reelect Gilles Pelisson as Director

Management

Yes

For

Ratify Appointment and Reelection of Alain Quinet as Director

Management

Yes

For

Reelect Franck Riboud as Director

Management

Yes

For

Ratify Appointment and Reelection of Patrick Sayer as Director

Management

Yes

For

Elect Jean-Paul Bailly as Director

Management

Yes

For

Elect Denis Hennequin as Director

Management

Yes

For

Elect Bertrand Meheut as Director

Management

Yes

For

Elect Virginie Morgon as Director

Management

Yes

For

Approve Remuneration of Directors in the Aggregate Amount of EUR 420,000

Management

Yes

For

Approve Transaction with Caisse des Depots et Consignations

Management

Yes

For

Approve Transaction with Colony Capital SAS

Management

Yes

For

Approve Transaction with Gilles Pelisson

Management

Yes

For

Approve Transaction with Gilles Pelisson

Management

Yes

For

Approve Transaction with Gilles Pelisson

Management

Yes

For

Approve Transaction with Paul Dubrule and Gerard Pelisson

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million

Management

Yes

For

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights Up to Aggregate Nominal Amount of EUR 150 Million, with the Possibility Not to Offer them to the Public

Management

Yes

For

Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions

Management

Yes

For

Subject to Approval of Items 26 and/or 27, Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

Management

Yes

For

Authorize Capitalization of Reserves of Up to EUR 200 Million for Bonus Issue or Increase in Par Value

Management

Yes

For

Set Global Limit for Capital Increase to Result from All Issuance Requests Under Items 26 to 30 at EUR 300 Million

Management

Yes

For

Approve Employee Stock Purchase Plan

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Acs, Actividades de Construccion y Servicios S.A

ACS SM

E7813W163

12/2/2008

Approve Amortization of Treasury Shares

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Elect Agustin Batuecas Torrego as Director

Management

Yes

For

Elect Alvaro Cuervo Garcia as Director

Management

Yes

For

Elect Jose Maria Loizaga Viguri as Director

Management

Yes

For

Elect Pedro Lopez Jimenez as Director

Management

Yes

For

Elect Santos Martinez Conde Gutierrez-Barquin as Director

Management

Yes

For

Elect Florentino Perez Rodriguez as Director

Management

Yes

For

Elect Julio Sacristan Fidalgo as Director

Management

Yes

For

Elect Pablo Valbona Vadell as Director

Management

Yes

For

Elect Jose Luis del Valle Perez as Director

Management

Yes

For

Elect Antonio Garcia Ferrer as Director

Management

Yes

For

Elect Joan-David Grima Terre as Director

Management

Yes

For

Elect Miguel Roca Junyent as Director

Management

Yes

For

Elect Juan March de la Lastra as Director

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Approve Financial Statements and Allocation of Income

Management

Yes

For

Approve Discharge Directors

Management

Yes

For

Reelect Manuel Delegado Solis as Director for a Six-Year Term

Management

Yes

For

Reelect Javier Echenique Landiribar as Director for a Six-Year Term

Management

Yes

For

Reelect Javier Monzon de Caceres as Director for a Six-Year Term

Management

Yes

For

Elect Sabina Fluxa Thienemann as Director for a Six-Year Term

Management

Yes

For

Appoint External Auditors for Individual and Consolidated Annual Accounts

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights in Accordance with Art. 153.1.b) of Spanish Companies Law

Management

Yes

For

Authorize Issuance of Nonconvertible and Convertible Securities, Including Warrants, without Preemptive Rights<p>

Management

Yes

For

Approve Reduction in Share Capital via Amortization of Treasury Shares<p>

Management

Yes

For

Approve Stock Option Plan

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

British Sky Broadcasting Group plc

BSY LN

G15632105

9/26/2008

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend of 9.6 Pence Per Ordinary Share

Management

Yes

For

Elect Andrew Griffith as Director

Management

Yes

For

Elect Daniel Rimer as Director

Management

Yes

For

Re-elect David Evans as Director

Management

Yes

For

Re-elect Allan Leighton as Director

Management

Yes

For

Re-elect James Murdoch as Director

Management

Yes

For

Re-elect Lord Wilson of Dinton as Director

Management

Yes

For

Re-elect David DeVoe as Director

Management

Yes

For

Re-elect Arthur Siskind as Director

Management

Yes

For

Reappoint Deloitte & Touche LLP as Auditors and Authorise the Board to Determine Their Remuneration

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Auth. Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates up to GBP 0.1M, to Political Org. Other Than Political Parties up to GBP 0.1M and Incur EU Political Expenditure up to GBP 0.1M

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP289,000,000

Management

Yes

For

Subject to the Passing of Resolution 14, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 43,500,000

Management

Yes

For

Approve Increase in Remuneration of Non-Executive Directors to GBP 1,500,000

Management

Yes

For

Adopt New Articles of Association

Management

Yes

For

Approve British Sky Broadcasting Group 2008 Long-Term Incentive Plan

Management

Yes

For

CEMEX S.A.B. de C.V.

151290889

4/23/2009

Accept Financial Statements and Statutory Reports for the Year Ended December 31, 2008 in Accordance with Stock Market Law

Management

Yes

For

Approve Allocation of Income

Management

Yes

For

Authorize Increase in Variable Portion of Capital via Capitalization of Retained Profits Account

Management

Yes

For

Renegotiate Debt with Financial Institutions

Management

Yes

For

Elect Members of the Board, Members and Chairs to Audit and Corporate Practices Committees

Management

Yes

Against

Approve Remuneration of Directors and Members of the Audit and Corporate Practices Committees

Management

Yes

For

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

Management

Yes

For

Cheung Kong (Holdings) Limited

1 HK

Y13213106

5/21/2009

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Elect Kam Hing Lam as Director

Management

Yes

For

Elect Woo Chia Ching, Grace as Director

Management

Yes

For

Elect Fok Kin-ning, Canning as Director

Management

Yes

For

Elect Frank John Sixt as Director

Management

Yes

For

Elect George Colin Magnus as Director

Management

Yes

For

Elect Kwok Tun-li, Stanley as Director

Management

Yes

For

Elect Hung Siu-lin, Katherine as Director

Management

Yes

For

Appoint Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

Yes

Against

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Authorize Reissuance of Repurchased Shares

Management

Yes

Against

Daiwa Securities Group Co. Ltd.

8601 JP

J11718111

6/20/2009

Amend Articles To Reflect Digitalization of Share Certificates - Amend Business Lines<p>

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Approve Deep Discount Stock Option Plan and Premium-Priced Stock Option Plan for Directors and Employees

Management

Yes

For

Dell Inc.

DELL

24702R101

7/18/2008

Elect Director Donald J. Carty

Management

Yes

For

Elect Director Michael S. Dell

Management

Yes

For

Elect Director William H. Gray, III

Management

Yes

For

Elect Director Sallie L. Krawcheck

Management

Yes

For

Elect Director Alan (A.G.) Lafley

Management

Yes

For

Elect Director Judy C. Lewent

Management

Yes

For

Elect Director Thomas W. Luce, III

Management

Yes

For

Elect Director Klaus S. Luft

Management

Yes

For

Elect Director Alex J. Mandl

Management

Yes

For

Elect Director Michael A. Miles

Management

Yes

Withhold

Against

Elect Director Samuel A. Nunn, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

Reimburse Proxy Expenses

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

Against

For

EnCana Corporation

ECA

292505104

4/22/2009

DIRECTOR RALPH S. CUNNINGHAM

Management

Yes

For

DIRECTOR PATRICK D. DANIEL

Management

Yes

For

DIRECTOR IAN W. DELANEY

Management

Yes

For

DIRECTOR RANDALL K. ERESMAN

Management

Yes

For

DIRECTOR CLAIRE S. FARLEY

Management

Yes

For

DIRECTOR MICHAEL A. GRANDIN

Management

Yes

For

DIRECTOR BARRY W. HARRISON

Management

Yes

For

DIRECTOR VALERIE A.A. NIELSEN

Management

Yes

For

DIRECTOR DAVID P. O’BRIEN

Management

Yes

For

DIRECTOR JANE L. PEVERETT

Management

Yes

For

DIRECTOR ALLAN P. SAWIN

Management

Yes

For

DIRECTOR WAYNE G. THOMSON

Management

Yes

For

DIRECTOR CLAYTON H. WOITAS

Management

Yes

For

APPOINTMENT OF AUDITORS - PRICEWATERHOUSECOOPERS LLP AT AREMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS.

Management

Yes

For

Fairfax Financial Holdings Ltd.

FFH

303901102

4/15/2009

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Robert J. Gunn

Management

Yes

For

Elect Director Alan D. Horn

Management

Yes

For

Elect Director David L. Johnston

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director V. Prem Watsa

Management

Yes

For

Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Genting Bhd

GENT MK

Y26926116

6/17/2009

Accept Financial Statements and Statutory Reports for the Financial Year Ended Dec. 31, 2008

Management

Yes

For

Approve Final Dividend of MYR 0.04 Per Share for the Financial Year Ended Dec. 31, 2008

Management

Yes

For

Approve Remuneration of Directors in the Amount of MYR 826,900 for the Financial Year Ended Dec. 31, 2008

Management

Yes

For

Elect Lim Kok Thay as Director

Management

Yes

For

Elect Quah Chek Tin as Director

Management

Yes

For

Elect Mohd Amin Bin Osman as Director

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Elect Hashim Bin Nik Yusoff as Director

Management

Yes

For

Elect Mohammed Hanif Bin Omar as Director

Management

Yes

For

Approve PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights in Any Amount Up to 10 Percent of Issued Share Capital

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Approve Exemption to Kien Huat Realty Sdn Bhd (KHR) and Persons Acting in Concert with KHR from the Obligation to Undertake Mandatory Offer

on the Remaining Shares in the Company Not Already Held by Them After the Share Repurchase Program

Management

Yes

For

Approve Implementation of Shareholders’ Mandate for Recurrent Related Party Transactions

Management

Yes

For

Ingersoll-Rand Company Limited

G4776G101

6/3/2009

Elect A.C. Berzin as Director

Management

Yes

For

Elect J. L. Cohon as Director

Management

Yes

For

Elect G. D. Forsee as Director

Management

Yes

For

Elect P. C. Godsoe as Director

Management

Yes

For

Elect E. E. Hagenlocker as Director

Management

Yes

For

Elect H.L. Henkel as Director

Management

Yes

For

Elect C. J. Horner as Director

Management

Yes

For

Elect T. E. Martin as Director

Management

Yes

For

Elect P. Nachtigal as Director

Management

Yes

For

Elect O. R. Smith as Director

Management

Yes

For

Elect R. J. Swift as Director

Management

Yes

For

Elect T. L. White as Director

Management

Yes

For

Approve an Advisory Proposal Relating to Executive Pay-For-Performance Compensation Policies and Procedures

Management

Yes

For

Increase Number of Shares Reserved Under 2007 Incentive Stock Plan

Management

Yes

For

Approve PricewaterhouseCoopers LLP as independent auditors of the company and authorize Board to Fix Their Remuneration

Management

Yes

For

Approve Scheme of Arrangement

Management

Yes

For

Approve the Creation of Distributable Reserves of Ingersoll-Rand Company Limited

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Japan Petroleum Exploration Co. Ltd.

1662 JP

J2740Q103

6/24/2009

Approve Allocation of Income, with a Final Dividend of JPY 20

Management

Yes

For

Amend Articles to Reflect Digitalization of Share Certificates

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Statutory Auditor

Management

Yes

For

Appoint Statutory Auditor

Management

Yes

For

Approve Retirement Bonus Payment for Statutory Auditors

Management

Yes

For

Approve Annual Bonus Payment to Directors and Statutory Auditors

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

J5428G115

6/25/2009

Approve Allocation of Income, with a Final Dividend of JPY 8

Management

Yes

For

Amend Articles To Reflect Digitalization of Share Certificates

Management

Yes

For

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

For

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Statutory Auditor

Management

Yes

For

Olympus Corp.

7733 JP

J61240107

6/26/2009

Approve Reduction in Capital Reserves

Management

Yes

For

Amend Articles To Reflect Digitalization of Share Certificates

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Alternate Statutory Auditor

Management

Yes

For

Appoint External Audit Firm

Management

Yes

For

Approve Takeover Defense Plan (Poison Pill)

Management

Yes

Against

Royal Philips Electronics N.V.

PHG

N6817P109

3/27/2009

Approve Financial Statements and Statutory Reports

Management

N/A

For

Note: Shares not voted due to technical

Approve Dividends of EUR 0.70 Per Share

Management

N/A

For

Longleaf Partners International Fund

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

problem.

Approve Discharge of Management Board

Management

N/A

For

Approve Discharge of Supervisory Board

Management

N/A

For

Reelect P-J. Sivignon to Management Board

Management

N/A

For

Elect J.J. Schiro to Supervisory Board

Management

N/A

For

Elect J. van der Veer to Supervisory Board

Management

N/A

For

Elect C.A. Poon to Supervisory Board

Management

N/A

For

Amend Long-Term Incentive Plan

Management

N/A

For

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

Management

N/A

For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 6a

Management

N/A

For

Authorize Repurchase of Shares

Management

N/A

For

Royal Philips Electronics N.V.

PHIA NA

500472303

3/27/2009

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve Dividends of EUR 0.70 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Reelect P-J. Sivignon to Management Board

Management

Yes

For

Elect J.J. Schiro to Supervisory Board

Management

Yes

For

Elect J. van der Veer to Supervisory Board

Management

Yes

For

Elect C.A. Poon to Supervisory Board

Management

Yes

For

Amend Long-Term Incentive Plan

Management

Yes

For

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Sompo Japan Insurance Inc.

8755 JP

J7620T101

6/25/2009

Approve Allocation of Income, with a Final Dividend of JPY 20

Management

Yes

For

Amend Articles To Reflect Digitalization of Share Certificates

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Statutory Auditor

Management

Yes

For

Appoint Statutory Auditor

Management

Yes

For

UBS AG

UBS

H89231338

10/2/2008

Elect Sally Bott as Director

Management

Yes

For

Elect Rainer-Marc Frey as Director

Management

Yes

For

Elect Bruno Gehrig as Director

Management

Yes

For

Elect William G. Parrett as Director

Management

Yes

For

Amend Articles Re: New Governance Structure

Management

Yes

For

ELECTION OF DIRECTOR: SALLY BOTT

Management

Yes

For

ELECTION OF DIRECTOR: RAINER-MARC FREY

Management

Yes

For

ELECTION OF DIRECTOR: BRUNO GEHRIG

Management

Yes

For

ELECTION OF DIRECTOR: WILLIAM G. PARRETT

Management

Yes

For

Amendments to the Articles of Association: Adjustment to the new UBS Corporate Governance Effective as of 1 July 2008

Management

Yes

For

In case of Ad-Hoc Shareholders Motions Durning the Extraordinary General Meeting, I/We Authorize My/Our Proxy to Act in Accordance with the Board of Directors

Management

Yes

For

Willis Group Holdings Ltd.

WSH

G96655108

4/22/2009

Elect William W. Bradley as Director

Management

Yes

For

Elect Joseph A. Califano as Director

Management

Yes

For

Elect Anna C. Catalano as Director

Management

Yes

For

Elect Sir Roy Gardner as Director

Management

Yes

For

Elect Sir Jeremy Hanley as Director

Management

Yes

For

Elect Robyn S. Kravit as Director

Management

Yes

For

Elect Jeffrey B. Lane as Director

Management

Yes

For

Elect Wendy E. Lane as Director

Management

Yes

For

Elect James F. McCann as Director

Management

Yes

For

Elect Joseph J. Plumeri as Director

Management

Yes

For

Elect Douglas B. Roberts as Director

Management

Yes

For

Approve Deloitte LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

5/21/2009

Elect Director David W. Dorman

Management

Yes

For

Elect Director Massimo Ferragamo

Management

Yes

For

Elect Director J. David Grissom

Management

Yes

For

Elect Director Bonnie G. Hill

Management

Yes

For

Elect Director Robert Holland, Jr.

Management

Yes

For

Elect Director Kenneth G. Langone

Management

Yes

For

Elect Director Jonathan S. Linen

Management

Yes

For

Elect Director Thomas C. Nelson

Management

Yes

For

Elect Director David C. Novak

Management

Yes

For

Elect Director Thomas M. Ryan

Management

Yes

For

Elect Director Jing-Shyh S. Su

Management

Yes

For

Elect Director Jackie Trujillo

Management

Yes

For

Elect Director Robert D. Walter

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Shareholder

Yes

For

Against

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Report on Sustainability and Food Safety in the Supply Chain

Shareholder

Yes

Against

For

Adopt Principles for Health Care Reform

Shareholder

Yes

Against

For

Report on Animal Welfare Policies

Shareholder

Yes

Against

For

Longleaf Partners Small Cap

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Del Monte Foods Co.

DLM

24522P103

9/25/2008

Elect Director Timothy G. Bruer

Management

Yes

For

Elect Director Mary R. Henderson

Management

Yes

For

Elect Director Sharon L. McCollam

Management

Yes

For

Ratify Auditors

Management

Yes

For

Dillard’s, Inc.

DDS

254067101

5/16/2009

Elect Director James A. Haslam, III

Management

Yes

For

Elect Director R. Brad Martin

Management

Yes

For

Elect Director Frank R. Mori

Management

Yes

For

Elect Director Nick White

Management

Yes

For

Amend Restricted Stock Plan

Management

Yes

For

DineEquity, Inc.

DIN

254423106

5/12/2009

Elect Director H. Frederick Christie

Management

Yes

For

Elect Director Richard J. Dahl

Management

Yes

For

Elect Director Patrick W. Rose

Management

Yes

For

Ratify Auditors

Management

Yes

For

Discovery Communications, Inc.

DISCA

25470F104

5/11/2009

Elect Director Robert R. Beck

Management

Yes

For

Elect Director J. David Wargo

Management

Yes

For

Ratify Auditors

Management

Yes

For

Discovery Holdings Company

DISC.A

25468Y107

9/16/2008

Approve Merger Agreement

Management

Yes

For

Approve Issuance of Shares for a Private Placement

Management

Yes

For

Increase Authorized Preferred and Common Stock

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Elect Director John C Malone

Management

Yes

For

Elect Director Robert R Bennett

Management

Yes

For

Ratify Auditors

Management

Yes

For

Everest Re Group LTD

G3223R108

5/13/2009

Elect Martin Abrahams as Director

Management

Yes

For

Elect John R. Dunne as Director

Management

Yes

For

Elect John A. Weber as Director

Management

Yes

For

Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Fair Isaac Corp.

FIC

303250104

2/3/2009

Elect Director A. George Battle

Management

Yes

For

Elect Director Nicholas F. Graziano

Management

Yes

For

Elect Director Mark N. Greene

Management

Yes

For

Elect Director Alex W. Hart

Management

Yes

For

Elect Director James D. Kirsner

Management

Yes

For

Elect Director William J. Lansing

Management

Yes

For

Elect Director Allan Z. Loren

Management

Yes

For

Elect Director John S. McFarlane

Management

Yes

For

Elect Director Margaret L. Taylor

Management

Yes

For

Elect Director Duane E. White

Management

Yes

For

Ratify Auditors

Management

Yes

For

Fairfax Financial Holdings Ltd.

FFH

303901102

4/15/2009

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Robert J. Gunn

Management

Yes

For

Elect Director Alan D. Horn

Management

Yes

For

Elect Director David L. Johnston

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director V. Prem Watsa

Management

Yes

For

Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

5/19/2009

Elect Director Walter Scott, Jr.

Management

Yes

For

Elect Director James Q. Crowe

Management

Yes

For

Elect Director R. Douglas Bradbury

Management

Yes

For

Elect Director Douglas C. Eby

Management

Yes

For

Elect Director Admiral James O. Ellis, Jr.

Management

Yes

For

Elect Director Richard R. Jaros

Management

Yes

For

Elect Director Robert E. Julian

Management

Yes

For

Elect Director Michael J. Mahoney

Management

Yes

For

Elect Director Charles C. Miller, III

Management

Yes

For

Elect Director Arun Netravali

Management

Yes

For

Elect Director John T. Reed

Management

Yes

For

Elect Director Michael B. Yanney

Management

Yes

For

Elect Director Dr. Albert C. Yates

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Other Business

Management

Yes

For

Markel Corp.

MKL

570535104

5/11/2009

Elect Director J. Alfred Broaddus, Jr.

Management

Yes

For

Elect Director Douglas C. Eby

Management

Yes

For

Elect Director Leslie A. Grandis

Management

Yes

For

Elect Director Stewart M. Kasen

Management

Yes

For

Elect Director Alan I. Kirshner

Management

Yes

For

Elect Director Lemuel E. Lewis

Management

Yes

For

Elect Director Anthony F. Markel

Management

Yes

For

Elect Director Steven A. Markel

Management

Yes

For

Elect Director Jay M. Weinberg

Management

Yes

For

Ratify Auditors

Management

Yes

For

Longleaf Partners Small Cap

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Olympus Corp.

7733 JP

J61240107

6/26/2009

Approve Reduction in Capital Reserves

Management

Yes

For

Amend Articles To Reflect Digitalization of Share Certificates

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Alternate Statutory Auditor

Management

Yes

For

Appoint External Audit Firm

Management

Yes

For

Approve Takeover Defense Plan (Poison Pill)

Management

Yes

Against

Pioneer Natural Resources Co.

PXD

723787107

6/17/2009

Elect Director Thomas D. Arthur

Management

Yes

For

Elect Director Andrew F. Cates

Management

Yes

For

Elect Director Scott J. Reiman

Management

Yes

For

Elect Director Scott D. Sheffield

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Potlatch Corp.

PCH

737630103

5/4/2009

Elect Director Boh A. Dickey

Management

Yes

For

Elect Director William L. Driscoll

Management

Yes

For

Elect Director Judith M. Runstad

Management

Yes

For

Ratify Auditors

Management

Yes

For

Ruddick Corporation

RDK

781258108

2/19/2009

Elect Director John R. Belk

Management

Yes

For

Elect Director John P. Derham Cato

Management

Yes

For

Elect Director Alan T. Dickson

Management

Yes

For

Elect Director Thomas W. Dickson

Management

Yes

For

Elect Director James E.S. Hynes

Management

Yes

For

Elect Director Anna Spangler Nelson

Management

Yes

For

Elect Director Bailey W. Patrick

Management

Yes

For

Elect Director Robert H. Spilman, Jr.

Management

Yes

For

Elect Director Harold C. Stowe

Management

Yes

For

Elect Director Isaiah Tidwell

Management

Yes

For

Elect Director William C. Warden, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Service Corporation International

SCI

817565104

5/13/2009

Elect Director Robert L. Waltrip

Management

Yes

For

Elect Director Anthony L. Coelho

Management

Yes

For

Elect Director A.J. Foyt, Jr.

Management

Yes

For

��

Elect Director Edward E. Williams

Management

Yes

For

Ratify Auditors

Management

Yes

For

Texas Industries Incorporated

TXI

882491103

10/21/2008

Elect Director Sam Coats

Management

Yes

Withhold

Against

Note: For this meeting there were two

Elect Director Thomas R. Ransdell

Management

Yes

Withhold

Against

proxy cards, with the choice to vote one

Ratify Auditors

Management

Yes

For

or the other.

Prepare Sustainability Report

Shareholder

Yes

Against

For

Elect Director Sam Coats

Shareholder

N/A

Elect Director Thomas R. Ransdell

Shareholder

N/A

Ratify Auditors

Management

N/A

For

Prepare Sustainability Report

Shareholder

N/A

Against

The Washington Post Co.

WPO

939640108

5/14/2009

Elect Director Christopher C. Davis

Management

Yes

For

Elect Director John L. Dotson Jr.

Management

Yes

For

Elect Director Ronald L. Olson

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

tw telecom, inc.

TWTC

87311L104

6/4/2009

Elect Director Gregory J. Attorri

Management

Yes

For

Elect Director Spencer B. Hays

Management

Yes

For

Elect Director Larissa L. Herda

Management

Yes

For

Elect Director Kevin W. Mooney

Management

Yes

For

Elect Director Kirby G. Pickle

Management

Yes

For

Elect Director Roscoe C. Young, II

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Adopt Shareholder Rights Plan (Poison Pill)

Management

Yes

For

Advisory Vote to Ratify Director's and Officer's Compensation

Shareholder

Yes

Against

For

Wendy’s International, Inc.

WEN

950590109

9/15/2008

Approve Merger Agreement

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Wendy’s/Arby’s Group, Inc.

WEN

950587105

5/28/2009

Elect Director Nelson Peltz

Management

Yes

For

Elect Director Peter W. May

Management

Yes

For

Elect Director Hugh L. Carey

Management

Yes

For

Elect Director Clive Chajet

Management

Yes

For

Longleaf Partners Small Cap

For the Period July 1, 2008 to June 30, 2009

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Elect Director Edward P. Garden

Management

Yes

For

Elect Director Janet Hill

Management

Yes

For

Elect Director Joseph A. Levato

Management

Yes

For

Elect Director J. Randolph Lewis

Management

Yes

For

Elect Director David E. Schwab II

Management

Yes

For

Elect Director Roland C. Smith

Management

Yes

For

Elect Director Raymond S. Troubh

Management

Yes

For

Elect Director Jack G. Wasserman

Management

Yes

For

Eliminate Class of Common Stock

Management

Yes

For

Company Specific - Board-Related

Management

Yes

For

Amend Advance Notice Procedures For Stockholder Proposals And Director Nominations

Management

Yes

For

Adopt Supermajority Vote Requirement for Removal of Directors

Management

Yes

Against

Repeal Supermajority Vote Requirement for Mergers

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Willis Group Holdings Ltd

WSH

G96655108

4/22/2009

Elect William W. Bradley as Director

Management

Yes

For

Elect Joseph A. Califano as Director

Management

Yes

For

Elect Anna C. Catalano as Director

Management

Yes

For

Elect Sir Roy Gardner as Director

Management

Yes

For

Elect Sir Jeremy Hanley as Director

Management

Yes

For

Elect Robyn S. Kravit as Director

Management

Yes

For

Elect Jeffrey B. Lane as Director

Management

Yes

For

Elect Wendy E. Lane as Director

Management

Yes

For

Elect James F. McCann as Director

Management

Yes

For

Elect Joseph J. Plumeri as Director

Management

Yes

For

Elect Douglas B. Roberts as Director

Management

Yes

For

Approve Deloitte LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Worthington Industries Inc.

WOR

981811102

9/24/2008

Elect Director Michael J. Endres

Management

Yes

For

Elect Director Peter Karmanos, Jr.

Management

Yes

For

Elect Director Carl A. Nelson, Jr.

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity

Shareholder

Yes

Against

For

SIGNATURES

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

(Registrant) LONGLEAF PARTNERS FUNDS TRUST

By (Signature and Title)* /s/ O. Mason Hawkins

O. Mason Hawkins

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

Date August 28, 2009

Longleaf Partners Funds Trust N-PXAnnual report of proxy voting record