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, 2010

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, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Dell Inc.

DELL

24702R101

7/17/2009

Elect Director James W. Breyer

Management

Yes

For

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 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 Sam Nunn

Management

Yes

For

Ratify Auditors

Management

Yes

For

Reimburse Proxy Contest Expenses

Shareholder

Yes

Against

For

Reduce Supermajority Vote Requirement

Shareholder

Yes

For

Against

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

151290889

09/04/09

Meeting for ADR Holders

Management

N/A

Approve Increase in Variable Portion of Share Capital Represented by CPOs and Issuance of Convertible Bonds by Up to 4.8 Billion Shares Withouth Preemptive Rights; Issuance of Convertible Instruments will be Carried Out within 24 Months

Management

Yes

For

FedEx Corporation

FDX

31428X106

09/28/09

Elect Director James L. Barksdale

Management

Yes

For

Elect Director John A. Edwardson

Management

Yes

For

Elect DirectorJudith 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 Susan C. Schwab

Management

Yes

For

Elect Director Frederick W. Smith

Management

Yes

For

Elect Director Joshua I. Smith

Management

Yes

For

Elect Director David P. Steiner

Management

Yes

For

Elect Director Paul S. Walsh

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Amend Articles/Bylaws/Charter — Call Special Meetings

Shareholder

Yes

For

Against

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Adopt Principles for Health Care Reform

Shareholder

Yes

Against

For

The DirecTV Group, Inc

DTV

25490A101

11/19/09

Approve Merger Agreement

Management

Yes

For

Approve Voting and Right of First Refusal

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Liberty Media Corporation

LMDIA

53071M609

11/19/09

Approve Redemption Proposal

Management

Yes

For

Approve Spin-Off Agreement

Management

Yes

For

Approve Merger Agreement

Management

Yes

For

Approve Contribution Proposal

Management

Yes

For

Adjourn Meeting

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

J5428G115

12/30/09

Management Proposals

Management

N/A

Approve Formation of Joint Holding Company with Sompo Japan Insurance Inc.

Management

Yes

For

Amend Articles To Delete References to Record Date

Management

Yes

For

Shareholder Proposals

Management

N/A

Remove President Makoto Hyodo and Three Other Directors from Board

Shareholder

Yes

Against

For

Berkshire Hathaway Inc.

BRK.A

084670207

01/20/10

Approve Stock Split

Management

Yes

For

Approve Split of Class B Stock Without Splitting Class A Stock

Management

Yes

For

Adjust Par Value of Common Stock

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Remove Requirement of Issuing Physical Stock Certificates for Class B Stock Upon Conversion of Class A Stock

Management

Yes

For

The Walt Disney Company

DIS

254687106

03/10/10

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 Sheryl Sandberg

Management

Yes

For

Elect Director Orin C. Smith

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Reduce Supermajority Vote Requirement

Management

Yes

For

Reduce Supermajority Vote Requirement

Management

Yes

For

Amend Articles of Incorporation to Delete Certain Tracking Stock Provisions

Management

Yes

For

Amend Articles of Incorporation to Delete Classified Board Transition Provisions

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Amend EEO Policy to Prohibit Discrimination Based on Ex-Gay Status

Shareholder

Yes

Against

For

Royal Philips Electronics N.V.

PHG

N6817P109

03/25/10

Meeting for ADR Holders

Management

N/A

Annual Meeting

Management

N/A

President’s Speech

Management

N/A

Longleaf Partners Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Approve 2009 Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Company’s Corporate Governance Structure

Management

N/A

Receive Explanation on Company’s Reserves and Dividend Policy

Management

N/A

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 G.H.A. Dutine to Management Board

Management

Yes

For

Reelect R.S. Provoost to Management Board

Management

Yes

For

Reelect A. Ragnetti to Management Board

Management

Yes

For

Reelect S.H. Rusckowski to Management Board

Management

Yes

For

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

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 4a

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Other Business (Non-Voting)

Management

N/A

Royal Philips Electronics N.V.

PHIA NA

500472303

03/25/10

Annual Meeting

Management

N/A

President’s Speech

Management

N/A

Approve 2009 Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Company’s Corporate Governance Structure

Management

N/A

Receive Explanation on Company’s Reserves and Dividend Policy

Management

N/A

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 G.H.A. Dutine to Management Board

Management

Yes

For

Reelect R.S. Provoost to Management Board

Management

Yes

For

Reelect A. Ragnetti to Management Board

Management

Yes

For

Reelect S.H. Rusckowski to Management Board

Management

Yes

For

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

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 4a

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Other Business (Non-Voting)

Management

N/A

The Bank of New York Mellon Corporation

064058100

04/13/10

Elect Director Ruth E. Bruch

Management

Yes

For

Elect Director Nicholas M. Donofrio

Management

Yes

For

Elect Director Gerald L. Hassell

Management

Yes

For

Elect Director Edmund F. Kelly

Management

Yes

For

Elect Director Robert P. Kelly

Management

Yes

For

Elect Director Richard J. Kogan

Management

Yes

For

Elect Director Michael J. Kowalski

Management

Yes

For

Elect Director John A. Luke, Jr.

Management

Yes

For

Elect Director Robert Mehrabian

Management

Yes

For

Elect Director Mark A. Nordenberg

Management

Yes

For

Elect Director Catherine A. Rein

Management

Yes

For

Elect Director William C. Richardson

Management

Yes

For

Elect Director Samuel C. Scott III

Management

Yes

For

Elect Director John P. Surma

Management

Yes

For

Elect Director Wesley W. von Schack

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Ratify Auditors

Management

Yes

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

Stock Retention/Holding Period

Shareholder

Yes

For

Against

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Shareholder

Yes

For

Against

Willis Group Holdings plc

WSH

G96666105

04/21/10

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

Approve the Willis Group Holdings Public Limited Company 2010 North American Employee Stock Purchase Plan

Management

Yes

For

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

P22561321

04/29/10

Meeting for ADR Holders

Management

N/A

Accept Financial Statements and Statutory Reports for Fiscal Year 2009 in Accordance with Mexican Securities Market Law; Accept Board Opinion on CEO Report; Present Reports of Audit and Corporate Practices Committees, Receive Report on Tax Obligations

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

Approve Issuance of Up to 750 Million Treasury Shares to be Subscribed Through a Public Offer with Intention to Convert into Debt Obligations without Preemptive Rights in Accordance with Resolutions Adopted on the EGM of Sept 4, 2009

Management

Yes

For

Elect Directors, Chairmen and Members of the Audit, Corporate Practices and Finance Committees

Management

Yes

Against

Approve Remuneration of Directors; and Members of the Audit, Corporate Practices and Finance Committees

Management

Yes

For

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

Management

Yes

For

Berkshire Hathaway Inc.

BRK.B

084670702

05/01/10

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 Stephen Burke

Management

Yes

For

Elect Director Susan L. Decker

Management

Yes

For

Longleaf Partners Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

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

Marriott International, Inc.

MAR

571903202

05/07/10

Elect Director J.W. Marriott, Jr.

Management

N/A

Note: The Fund held shares as of record

Elect Director John W. Marriott, III

Management

N/A

date, but elected not to vote as all shares

Elect Director Mary K. Bush

Management

N/A

were sold prior to the meeting date.

Elect Director Lawrence W. Kellner

Management

N/A

Elect Director Debra L. Lee

Management

N/A

Elect Director George Munoz

Management

N/A

Elect Director Harry J. Pearce

Management

N/A

Elect Director Steven S Reinemund

Management

N/A

Elect Director W. Mitt Romney

Management

N/A

Elect Director William J. Shaw

Management

N/A

Elect Director Lawrence M. Small

Management

N/A

Ratify Auditors

Management

N/A

Pioneer Natural Resources Company

PXD

723787107

05/14/10

Elect Director Andrew D. Lundquist

Management

Yes

For

Elect Director Charles E. Ramsey, Jr.

Management

Yes

For

Elect Director Frank A. Risch

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

05/20/10

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 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 Rahul N. Merchant

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 Albert C. Yates

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Other Business

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

05/20/10

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 Robert D. Walter

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Articles/Bylaws/Charter — Call Special Meetings

Shareholder

Yes

For

Against

Aon Corporation

AON

037389103

05/21/10

Elect Director Lester B. Knight

Management

Yes

For

Elect Director Gregory C. Case

Management

Yes

For

Elect Director Fulvio Conti

Management

Yes

For

Elect Director Edgar D. Jannotta

Management

Yes

For

Elect Director Jan Kalff

Management

Yes

For

Elect Director J. Michael Losh

Management

Yes

For

Elect Director R. Eden Martin

Management

Yes

For

Elect Director Andrew J. McKenna

Management

Yes

For

Elect Director Robert S. Morrison

Management

Yes

For

Elect Director Richard B. Myers

Management

Yes

For

Elect Director Richard C. Notebaert

Management

Yes

For

Elect Director John W. Rogers, Jr.

Management

Yes

For

Elect Director Gloria Santona

Management

Yes

For

Elect Director Carolyn Y. Woo

Management

Yes

For

Ratify Auditors

Management

Yes

For

Telephone and Data Systems, Inc.

TDS / TDS.S

879433100 /

05/26/10

Elect Director C.A. Davis

Management

Yes

For

879433860

Elect Director C.D. O’Leary

Management

Yes

Withhold

Against

Elect Director G.L. Sugarman

Management

Yes

For

Elect Director H.S. Wander

Management

Yes

Withhold

Against

Ratify Auditors

Management

Yes

For

Longleaf Partners Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Amend Articles/Bylaws/Charter — Call Special Meetings

Shareholder

Yes

For

Against

InterContinental Hotels Group plc

IHG

G4804L122

05/28/10

Meeting for ADR Holders

Management

N/A

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Elect Graham Allan as Director

Management

Yes

For

Re-elect Ralph Kugler as Director

Management

Yes

For

Re-elect David Webster as Director

Management

Yes

For

Reappoint Ernst & Young LLP as Auditors

Management

Yes

For

Authorise the Audit Committee to Fix Remuneration of Auditors

Management

Yes

For

Authorise EU Political Donations and Expenditure

Management

Yes

For

Authorise Issue of Equity with Pre-emptive Rights

Management

Yes

For

Authorise Issue of Equity without Pre-emptive Rights

Management

Yes

For

Authorise Market Purchase

Management

Yes

For

Adopt New Articles of Association

Management

Yes

For

Authorise the Company to Call EGM with Two Weeks’ Notice

Management

Yes

For

InterContinental Hotels Group plc

IHG LN

B1WQCS4

05/28/10

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Elect Graham Allan as Director

Management

Yes

For

Re-elect Ralph Kugler as Director

Management

Yes

For

Re-elect David Webster as Director

Management

Yes

For

Reappoint Ernst & Young LLP as Auditors

Management

Yes

For

Authorise the Audit Committee to Fix Remuneration of Auditors

Management

Yes

For

Authorise EU Political Donations and Expenditure

Management

Yes

For

Authorise Issue of Equity with Pre-emptive Rights

Management

Yes

For

Authorise Issue of Equity without Pre-emptive Rights

Management

Yes

For

Authorise Market Purchase

Management

Yes

For

Adopt New Articles of Association

Management

Yes

For

Authorise the Company to Call EGM with Two Weeks’ Notice

Management

Yes

For

DirecTV

DTV

25490A101

06/03/10

Elect Director Neil R. Austrian

Management

Yes

For

Elect Director Ralph F. Boyd, Jr.

Management

Yes

For

Elect Director Paul A. Gould

Management

Yes

For

Elect Director Charles R. Lee

Management

Yes

For

Elect Director Peter A. Lund

Management

Yes

For

Elect Director Gregory B. Maffei

Management

Yes

For

Elect Director John C. Malone

Management

Yes

For

Elect Director Nancy S. Newcomb

Management

Yes

For

Elect Director Haim Saban

Management

Yes

For

Elect Director Michael D. White

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Stock Retention/Holding Period

Shareholder

Yes

Against

For

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

P22561321

06/09/10

Meeting for ADR Holders

Management

N/A

Approve Issuance of Cemex CPO; Amend First Clause of Issuance Transaction and Increase Amount of Cemex CPO to be subscribed subsequently in Accordance with Resolutions Adopted on the AGM of April 29, 2010

Management

Yes

Against

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

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Chesapeake Energy Corporation

CHK

165167107

06/11/10

Elect Director Frank Keating

Management

Yes

For

Elect Director Merrill A. Miller, Jr.

Management

Yes

For

Elect Director Frederick B. Whittemore

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Policy Relating to Annual Cash Bonuses

Shareholder

Yes

Against

For

Adopt Policy to Promote Responsible Use of Company Stock by Named Executive Officers and Directors

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Advisory Vote to Ratify Named Executive Officers’ and Directors’ Compensation

Shareholder

Yes

For

Against

Report on Environmental Impacts of Natural Gas Fracturing

Shareholder

Yes

Against

For

Prepare Sustainability Report

Shareholder

Yes

Against

For

Liberty Media Corporation

LINTA

53071M104

06/24/10

Elect Director John C. Malone

Management

Yes

For

Elect Director Robert R. Bennett

Management

Yes

For

Elect Director M. Ian G. Gilchrist

Management

Yes

For

Elect Director Andrea L. Wong

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Longleaf Partners Small Cap Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Worthington Industries Inc.

WOR

981811102

09/30/09

Elect Director John B. Blystone

Management

Yes

For

Elect Director John R. Kasich

Management

Yes

For

Elect Director Sidney A. Ribeau

Management

Yes

For

Ratify Auditors

Management

Yes

For

Texas Industries Incorporated

TXI

882491103

10/22/09

Management Proxy (Blue Card)

Management

N/A

Note: For this meeting there were two

Elect Director Gordon E. Forward

Management

N/A

proxy cards, with the choice to vote one

Elect Director Keith W. Hughes

Management

N/A

or the other.

Elect Director Henry H. Mauz

Management

N/A

Ratify Auditors

Management

N/A

Declassify the Board of Directors

Shareholder

N/A

Require a Majority Vote for the Election of Directors

Shareholder

N/A

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Shareholder

N/A

Dissident Proxy (White Card)

Management

N/A

Elect Director Marjorie L. Bowen

Shareholder

Yes

For

Against

Elect Director Dennis A. Johnson

Shareholder

Yes

For

Against

Elect Director Gary L. Pechota

Shareholder

Yes

For

Against

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

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Shareholder

Yes

For

Against

First American Corp.

FAF

318522307

12/08/09

Elect Director George L. Argyros

Management

Yes

For

Elect Director Bruce S. Bennett

Management

Yes

For

Elect Director Matthew B. Botein

Management

Yes

For

Elect Director J. David Chatham

Management

Yes

For

Elect Director Glenn C. Christenson

Management

Yes

For

Elect Director William G. Davis

Management

Yes

For

Elect Director James L. Doti

Management

Yes

For

Elect Director Lewis W. Douglas, Jr.

Management

Yes

For

Elect Director Christopher V. Greetham

Management

Yes

For

Elect Director Parker S. Kennedy

Management

Yes

For

Elect Director Thomas C. O’Brien

Management

Yes

For

Elect Director Frank E. O’Bryan

Management

Yes

For

Elect Director Roslyn B. Payne

Management

Yes

For

Elect Director John W. Peace

Management

Yes

For

Elect Director D. Van Skilling

Management

Yes

For

Elect Director Herbert B. Tasker

Management

Yes

For

Elect Director Virginia M. Ueberroth

Management

Yes

For

Elect Director Mary Lee Widener

Management

Yes

For

Change State of Incorporation [from California to Delaware]

Management

Yes

Against

Ratify Auditors

Management

Yes

For

Willis Group Holdings Ltd.

WSH

G96655108

12/11/09

Special Court-Ordered Meeting of Common Shareholders

Management

N/A

Approve Reincorporation from Bermuda to Ireland via a Scheme of Arrangement

Management

Yes

For

Approve the Creation of Distributable Reserves

Management

Yes

For

Fair Isaac Corp.

FICO

303250302

02/02/10

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 Rahul N. Merchant

Management

Yes

For

Elect Director Margaret L. Taylor

Management

Yes

For

Elect Director Duane E. White

Management

Yes

For

Eliminate Cumulative Voting

Management

Yes

For

Adopt Majority Voting for Uncontested Election of Directors

Management

Yes

For

Ratify Auditors

Management

Yes

For

Ruddick Corporation

RDK

781258108

02/18/10

Elect Director John R. Belk

Management

Yes

For

Elect Director John P. Derham Cato

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

Willis Group Holdings plc

WSH

G96666105

04/21/10

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

Longleaf Partners Small Cap Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

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

Approve the Willis Group Holdings Public Limited Company 2010 North American Employee Stock Purchase Plan

Management

Yes

For

Fairfax Financial Holdings Limited

FFH

303901102

04/22/10

Meeting for Subordinate Voting and Multiple Voting Shareholders

Management

N/A

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 Timothy R. Price

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director V. Prem Watsa

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Climate Change

Shareholder

Yes

Against

For

Potlatch Corp.

PCH

737630103

05/03/10

Elect Director Michael J. Covey

Management

Yes

For

Elect Director Gregory L. Quesnel

Management

Yes

For

Elect Director Ruth Ann M. Gillis

Management

Yes

For

Ratify Auditors

Management

Yes

For

Markel Corporation

MKL

570535104

05/10/10

Elect Director J. Alfred Broaddus, Jr.

Management

Yes

For

Elect Director Douglas C. Eby

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 Darrell D. Martin

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

Elect Director Debora J. Wilson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

Service Corporation International

SCI

817565104

05/12/10

Elect Director Alan R. Buckwalter

Management

Yes

For

Elect Director Victor L. Lund

Management

Yes

For

Elect Director John W. Mecom, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

The Washington Post Co.

WPO

939640108

05/13/10

Elect Director Lee C. Bollinger

Management

Yes

For

Elect Director Christopher C. Davis

Management

Yes

For

Elect Director John L. Dotson Jr.

Management

Yes

For

Amend Restricted Stock Plan

Management

Yes

For

Pioneer Natural Resources Company

PXD

723787107

05/14/10

Elect Director Andrew D. Lundquist

Management

Yes

For

Elect Director Charles E. Ramsey, Jr.

Management

Yes

For

Elect Director Frank A. Risch

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Dillard’s, Inc.

DDS

254067101

05/15/10

Elect Director R. Brad Martin

Management

Yes

For

Elect Director Frank R. Mori

Management

Yes

For

Elect Director J.C. Watts, Jr.

Management

Yes

For

Elect Director Nick White

Management

Yes

For

Ratify Auditors

Management

Yes

For

DineEquity, Inc.

DIN

254423106

05/18/10

Elect Director Howard M. Berk

Management

Yes

For

Elect Director Daniel J. Brestle

Management

Yes

For

Elect Director Caroline W. Nahas

Management

Yes

For

Elect Director Gilbert T. Ray

Management

Yes

For

Ratify Auditors

Management

Yes

For

The First American Corporation

FAF

318522307

05/18/10

Elect Director George L. Argyros

Management

N/A

Note: The Fund held shares as of record

Elect Director Bruce S. Bennett

Management

N/A

date, but elected not to vote as all shares

Elect Director Matthew B. Botein

Management

N/A

were sold prior to the meeting date.

Elect Director J. David Chatham

Management

N/A

Elect Director Glenn C. Christenson

Management

N/A

Elect Director William G. Davis

Management

N/A

Elect Director James L. Doti

Management

N/A

Elect Director Lewis W. Douglas, Jr.

Management

N/A

Elect Director Christopher V. Greetham

Management

N/A

Elect Director Parker S. Kennedy

Management

N/A

Elect Director Thomas C. O’Brien

Management

N/A

Elect Director Frank E. O’Bryan

Management

N/A

Elect Director John W. Peace

Management

N/A

Elect Director D. Van Skilling

Management

N/A

Elect Director Herbert B. Tasker

Management

N/A

Elect Director Virginia M. Ueberroth

Management

N/A

Elect Director Mary Lee Widener

Management

N/A

Change State of Incorporation [from California to Delaware]

Management

N/A

Establish Range For Board Size

Management

N/A

Change Company Name

Management

N/A

Ratify Auditors

Management

N/A

Sealed Air Corporation

SEE

81211K100

05/19/10

Elect Director Hank Brown

Management

Yes

For

Longleaf Partners Small Cap Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Elect Director Michael Chu

Management

Yes

For

Elect Director Lawrence R. Codey

Management

Yes

For

Elect Director Patrick Duff

Management

Yes

For

Elect Director T. J. Dermot Dunphy

Management

Yes

For

Elect Director Charles F. Farrell, Jr.

Management

Yes

For

Elect Director William V. Hickey

Management

Yes

For

Elect Director Jacqueline B. Kosecoff

Management

Yes

For

Elect Director Kenneth P. Manning

Management

Yes

For

Elect Director William J. Marino

Management

Yes

For

Ratify Auditors

Management

Yes

For

Everest Re Group LTD

G3223R108

05/19/10

Elect Kenneth J. Duffy as Director

Management

Yes

For

Elect Joseph V. Taranto 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

Level 3 Communications, Inc.

LVLT

52729N100

05/20/10

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 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 Rahul N. Merchant

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 Albert C. Yates

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Other Business

Management

Yes

For

Wendy’s/Arby’s Group, Inc.

WEN

950587105

05/27/10

Elect Director Nelson Peltz

Management

Yes

For

Elect Director Peter W. May

Management

Yes

For

Elect Director Clive Chajet

Management

Yes

For

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 Peter H. Rothschild

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

Approve Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Purchase Poultry from Suppliers Using CAK

Shareholder

Yes

Against

For

tw telecom inc.

TWTC

87311L104

06/03/10

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

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

Against

For

Olympus Corp.

7733 JP

J61240107

06/29/10

Approve Allocation of Income, with a Final Dividend of JPY 15

Management

Yes

For

Elect Director Tsuyoshi Kikukawa

Management

Yes

For

Elect Director Masaharu Okubo

Management

Yes

For

Elect Director Hideo Yamada

Management

Yes

For

Elect Director Haruhito Morishima

Management

Yes

For

Elect Director Masataka Suzuki

Management

Yes

For

Elect Director Kazuhisa Yanagisawa

Management

Yes

For

Elect Director Shuichi Takayama

Management

Yes

For

Elect Director Takashi Tsukaya

Management

Yes

For

Elect Director Hisashi Mori

Management

Yes

For

Elect Director Kazuhiro Watanabe

Management

Yes

For

Elect Director Shinichi Nishigaki

Management

Yes

For

Elect Director Hironobu Kawamata

Management

Yes

For

Elect Director Rikiya Fujita

Management

Yes

For

Elect Director Masanobu Chiba

Management

Yes

For

Elect Director Junichi Hayashi

Management

Yes

For

Appoint Alternate Statutory Auditor Shinichi Hayashi

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Dell Inc.

DELL

24702R101

07/17/09

Elect Director James W. Breyer

Management

Yes

For

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 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 Sam Nunn

Management

Yes

For

Ratify Auditors

Management

Yes

For

Reimburse Proxy Contest Expenses

Shareholder

Yes

Against

For

Reduce Supermajority Vote Requirement

Shareholder

Yes

For

Against

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

151290889

09/04/09

Meeting for ADR Holders

Management

N/A

Management

Yes

For

Diageo plc

DGE LN

G42089113

10/14/09

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend of 22.2 Pence Per Ordinary Share

Management

Yes

For

Re-elect Laurence Danon as Director

Management

Yes

For

Re-elect Lord (Clive) Hollick of Notting Hill as Director

Management

Yes

For

Re-elect Paul Walsh as Director

Management

Yes

For

Elect Peggy Bruzelius as Director

Management

Yes

For

Elect Betsy Holden as Director

Management

Yes

For

Reappoint KPMG Audit plc as Auditors of the Company

Management

Yes

For

Authorise Board to Fix Remuneration of Auditors

Management

Yes

For

Authorise Issue of Equity with Pre-emptive Rights Under a General Authority up to GBP 241,092,000 and an Additional Amount Pursuant to a Rights Issue of up to GBP 482,185,000 After Deducting Any Securities Issued Under the General Authority

Management

Yes

For

If Resolution 11 is Passed, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 39,842,000

Management

Yes

For

Authorise 249,964,000 Ordinary Shares for Market Purchase

Management

Yes

For

Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties, to Make EU Political Donations to Political Organisations Other Than Political Parties and to Incur EU Political Expenditure up to GBP 200,000

Management

Yes

For

Approve Diageo plc 2009 Discretionary Incentive Plan

Management

Yes

For

Approve Diageo plc 2009 Executive Long Term Incentive Plan

Management

Yes

For

Approve Diageo plc 2009 International Sharematch Plan

Management

Yes

For

Authorise Board to Establish Future Share Plans for the Benefit of Employees Overseas Based on the Diageo plc 2009 Discretionary Incentive Plan, the Diageo plc 2009 Executive Long Term Incentive Plan and the Diageo plc 2009 International Sharematch Plan

Management

Yes

For

Approve Diageo plc 2009 Irish Sharesave Scheme

Management

Yes

For

Amend Diageo plc Executive Share Option Plan

Management

Yes

For

Amend Diageo plc 2008 Senior Executive Share Option Plan

Management

Yes

For

Amend Diageo plc Senior Executive Share Option Plan

Management

Yes

For

Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days’ Notice

Management

Yes

For

Adopt New Articles of Association

Management

Yes

For

EnCana Corporation

ECA

292505104

11/25/09

Approve Reorganization/Restructuring Plan to Create Two Companies

Management

Yes

For

Approve Employee Stock Option Plan for Cenovus Energy Inc.

Management

Yes

For

Approve Shareholder Rights Plan for Cenovus Energy Inc.

Management

Yes

For

Willis Group Holdings Ltd

WSH

G96655108

12/11/09

Special Court-Ordered Meeting of Common Shareholders

Management

N/A

Approve Reincorporation from Bermuda to Ireland via a Scheme of Arrangement

Management

Yes

For

Approve the Creation of Distributable Reserves

Management

Yes

For

Sompo Japan Insurance Inc.

8755 JP

J96964119

12/22/09

Approve Formation of Joint Holding Company with Nipponkoa Insurance Co.

Management

Yes

For

Amend Articles To Delete References to Record Date

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

J5428G115

12/30/09

Management Proposals

Management

N/A

Approve Formation of Joint Holding Company with Sompo Japan Insurance Inc.

Management

Yes

For

Amend Articles To Delete References to Record Date

Management

Yes

For

Shareholder Proposals

Management

N/A

Remove President Makoto Hyodo and Three Other Directors from Board

Shareholder

Yes

Against

For

Royal Philips Electronics N.V.

PHG

N6817P109

03/25/10

Meeting for ADR Holders

Management

N/A

Annual Meeting

Management

N/A

President’s Speech

Management

N/A

Approve 2009 Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Company’s Corporate Governance Structure

Management

N/A

Receive Explanation on Company’s Reserves and Dividend Policy

Management

N/A

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 G.H.A. Dutine to Management Board

Management

Yes

For

Reelect R.S. Provoost to Management Board

Management

Yes

For

Reelect A. Ragnetti to Management Board

Management

Yes

For

Reelect S.H. Rusckowski to Management Board

Management

Yes

For

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

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 4a

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Other Business (Non-Voting)

Management

N/A

Acs, Actividades de Construccion y Servicios S.A

ACS MC

E7813W163

04/14/10

Approve Individual and Consolidated Financial Statements and Annual Report for Fiscal Year and Allocation of Income

Management

Yes

For

Approve Report on Corporate Social Responsibility and Special Report in Compliance with Article 116 bis of the Stock Market Law for Fiscal Year 2009; Approve Report on Modifications Made on Board of Directors’ Regulations

Management

Yes

For

Approve Discharge of Directors

Management

Yes

For

Elect Directors (Bundled)

Management

Yes

For

Elect Deloitte, S.L. as Auditor of the Company and the Consolidated Group

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Authorize Repurchase of Shares

Management

Yes

For

Amend 2004 Stock Option Plan

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Willis Group Holdings plc

WSH

G96666105

04/21/10

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

Approve the Willis Group Holdings Public Limited Company 2010 North American Employee Stock Purchase Plan

Management

Yes

For

Fairfax Financial Holdings Ltd.

FFH

303901102

04/22/10

Meeting for Subordinate Voting and Multiple Voting Shareholders

Management

N/A

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 Timothy R. Price

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director V. Prem Watsa

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Climate Change

Shareholder

Yes

Against

For

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

P22561321

04/29/10

Meeting for ADR Holders

Management

N/A

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

Management

Yes

For

Elect Directors, Chairmen and Members of the Audit, Corporate Practices and Finance Committees

Management

Yes

Against

Approve Remuneration of Directors; and Members of the Audit, Corporate Practices and Finance Committees

Management

Yes

For

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

Management

Yes

For

Carrefour

CA FP

F13923119

05/04/10

Ordinary Business

Management

N/A

Approve Financial Statements and Discharge Directors

Management

Yes

For

Accept Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Transaction with Lars Olofsson Re: Severance Payment

Management

Yes

For

Approve Transaction with Lars Olofsson Re: Additional Pension Scheme

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 1.08 per Share

Management

Yes

For

Reelect Anne-Claire Taittinger as Director

Management

Yes

For

Reelect Sebastien Bazin as Director

Management

Yes

For

Reelect Thierry Breton as Director

Management

Yes

For

Reelect Charles Edelstenne as Director

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Special Business

Management

N/A

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Authorize Stock Option Plan

Management

Yes

For

Authorize up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plan

Management

Yes

For

Hochtief AG

HOT GR

D33134103

05/11/10

Receive Financial Statements and Statutory Reports for Fiscal 2009 (Non-Voting)

Management

N/A

Approve Allocation of Income and Dividends of EUR 1.50 per Share

Management

Yes

For

Approve Discharge of Management Board for Fiscal 2009

Management

Yes

For

Approve Discharge of Supervisory Board for Fiscal 2009

Management

Yes

For

Approve Remuneration System for Management Board Members

Management

Yes

For

Ratify Deloitte & Touche GmbH as Auditors for Fiscal 2010

Management

Yes

For

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

Management

Yes

For

Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 44.8 Million Pool of Capital to Guarantee Conversion Rights

Management

Yes

For

Approve Creation of EUR 53.8 Million Pool of Capital with Partial Exclusion of Preemptive Rights

Management

Yes

For

Approve Profit and Loss Transfer Agreement with Subsidiary HOCHTIEF Projektentwicklung GmbH

Management

Yes

For

Approve Profit and Loss Transfer Agreement with Subsidiary Deutsche Bau- und Siedlungs-Gesellschaft mit beschränkter Haftung

Management

Yes

For

Approve Profit and Loss Transfer Agreement with Subsidiary Eurafrica Baugesellschaft mit beschränkter Haftung

Management

Yes

For

Approve Profit and Loss Transfer Agreement with Subsidiary HOCHTIEF Corporate Space Management GmbH

Management

Yes

For

Approve Affiliation Agreement with Subsidiary HOCHTIEF Construction AG

Management

Yes

For

Approve Domination Agreement with Subsidiary HOCHTIEF Concessions AG

Management

Yes

For

Amend Articles Re: Convocation of, Participation in, and Voting Rights Representation at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive)

Management

Yes

For

Elect Manfred Wennemer to the Supervisory Board

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

05/20/10

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

Longleaf Partners International Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Elect Director Thomas M. Ryan

Management

Yes

For

Elect Director Jing-Shyh S. Su

Management

Yes

For

Elect Director Robert D. Walter

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Articles/Bylaws/Charter — Call Special Meetings

Shareholder

Yes

For

Against

Cheung Kong (Holdings) Limited

1 HK

Y13213106

05/27/10

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Elect Li Tzar Kuoi, Victor as Director

Management

Yes

For

Elect Ip Tak Chuen, Edmond as Director

Management

Yes

For

Elect Chiu Kwok Hung, Justin as Director

Management

Yes

For

Elect Chow Kun Chee, Roland as Director

Management

Yes

For

Elect Yeh Yuan Chang, Anthony as Director

Management

Yes

For

Elect Chow Nin Mow, Albert as Director

Management

Yes

For

Elect Wong Yick-ming, Rosanna 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

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Authorize Reissuance of Repurchased Shares

Management

Yes

For

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

P22561321

06/09/10

Meeting for ADR Holders

Management

N/A

Management

Yes

Against

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

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Genting Bhd

GENT MK

Y26926116

06/10/10

Ordinary Resolution

Management

N/A

Accept Financial Statements and Statutory Reports for the Financial Year Ended Dec. 31, 2009

Management

Yes

For

Approve Final Dividend of MYR 0.04 Per Share for the Financial Year Ended Dec. 31, 2009

Management

Yes

For

Approve Remuneration of Directors in the Amount of MYR 877,800 for the Financial Year Ended Dec. 31, 2009

Management

Yes

For

Elect R. Thillainathan as Director

Management

Yes

For

Elect Mohd Amin bin Osman as Director

Management

Yes

For

Elect Hashim bin Nik Yusoff as Director

Management

Yes

For

Elect Mohammed Hanif bin Omar as Director

Management

Yes

For

Elect Lin See Yan as Director

Management

Yes

For

Approve PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued and Paid-Up Share Capital

Management

Yes

For

Approve Exemption to Kien Huat Realty Sdn Bhd and Persons Acting in Concert with it from the Obligation to Undertake a Mandatory Take-Over Offer on the Remaining Voting Shares in the Company Not Already Owned by Them After the Share Repurchase Program

Management

Yes

For

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

Management

Yes

For

Approve Implementation of Shareholders’ Mandate for Recurrent Related Party Transactions

Management

Yes

For

Special Resolution

Management

N/A

Amend Articles Association as Set Forth Under Part D of the Document to Shareholders Dated May 19, 2010

Management

Yes

For

Seven Bank Ltd

8410 JP

J7164A104

06/18/10

Elect Director Takashi Anzai

Management

Yes

For

Elect Director Masatoshi Wakasugi

Management

Yes

For

Elect Director Kensuke Futagoishi

Management

Yes

For

Elect Director Yasuaki Funatake

Management

Yes

For

Elect Director Kazuhiko Ishiguro

Management

Yes

For

Elect Director Youji Ohhashi

Management

Yes

For

Elect Director Toshikazu Tamura

Management

Yes

For

Elect Director Tadahiko Ujiie

Management

Yes

For

Appoint Statutory Auditor Masaharu Hino

Management

Yes

For

Appoint Statutory Auditor Tetsuya Katada

Management

Yes

For

Japan Petroleum Exploration Co. Ltd.

1662 JP

J2740Q103

06/23/10

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

Management

Yes

For

Elect Director Nobuaki Moritani

Management

Yes

For

Elect Director Hitoshi Yamatoya

Management

Yes

For

Appoint Statutory Auditor Kisaburou Ikeda

Management

Yes

Against

Approve Retirement Bonus Payment for Directors

Management

Yes

For

Approve Annual Bonus Payment to Directors and Statutory Auditors

Management

Yes

For

Benesse Holdings Inc

9783 JP

J0429N102

06/26/10

Elect Director Souichirou Fukutake

Management

Yes

For

Elect Director Tamotsu Fukushima

Management

Yes

For

Elect Director Kenichi Fukuhara

Management

Yes

For

Elect Director Yukako Uchinaga

Management

Yes

For

Elect Director Teruyasu Murakami

Management

Yes

For

Elect Director Tamotsu Adachi

Management

Yes

For

Elect Director Hiroyuki Mitani

Management

Yes

For

Approve Retirement Bonus Payment for Directors

Management

Yes

For

Accor

AC FP

F00189120

06/29/10

Ordinary Business

Management

N/A

Approve Financial Statements and Statutory Reports

Management

Yes

For

Accept Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Treatment of Losses and Dividends of EUR 1.05 per Share

Management

Yes

For

Elect Sophie Gasperment as Director

Management

Yes

For

Reelect Thomas J. Barrack as Director

Management

Yes

For

Reelect Patrick Sayer as Director

Management

Yes

For

Approve Remuneration of Directors in the Aggregate Amount of EUR 575,000

Management

Yes

For

Approve Transaction with CNP

Management

Yes

For

Approve Transaction with Paul Dubrule and Gerard Pelisson

Management

Yes

For

Approve Transaction with Gilles Pelisson

Management

Yes

For

Approve Transaction with Jacques Stern

Management

Yes

For

Approve Transaction with Jacques Stern

Management

Yes

For

Authorize Repurchase of Up to 22,000,000 Shares

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2009 to June 30, 2010

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Extraordinary Business

Management

N/A

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Acknowledge Dissolution without Liquidation of SEIH and Approve Reduction of Share Capital by Cancellation of 2,020,066 Repurchased Shares

Management

Yes

For

Approve Spin-Off Agreement with New Services Holding Re: Services Activities

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Olympus Corp.

7733 JP

J61240107

06/29/10

Approve Allocation of Income, with a Final Dividend of JPY 15

Management

Yes

For

Elect Director Tsuyoshi Kikukawa

Management

Yes

For

Elect Director Masaharu Okubo

Management

Yes

For

Elect Director Hideo Yamada

Management

Yes

For

Elect Director Haruhito Morishima

Management

Yes

For

Elect Director Masataka Suzuki

Management

Yes

For

Elect Director Kazuhisa Yanagisawa

Management

Yes

For

Elect Director Shuichi Takayama

Management

Yes

For

Elect Director Takashi Tsukaya

Management

Yes

For

Elect Director Hisashi Mori

Management

Yes

For

Elect Director Kazuhiro Watanabe

Management

Yes

For

Elect Director Shinichi Nishigaki

Management

Yes

For

Elect Director Hironobu Kawamata

Management

Yes

For

Elect Director Rikiya Fujita

Management

Yes

For

Elect Director Masanobu Chiba

Management

Yes

For

Elect Director Junichi Hayashi

Management

Yes

For

Appoint Alternate Statutory Auditor Shinichi Hayashi

Management

Yes

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 20, 2010

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