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, 2011

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, 2010 to June 30, 2011

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

08/12/10

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 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 Shantanu Narayen

Management

Yes

For

Elect Director Sam Nunn

Management

Yes

For

Elect Director H. Ross Perot, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Reduce Supermajority Vote Requirement

Management

Yes

For

Reimburse Proxy Contest Expenses

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

Against

For

Aon Corporation

AON

037389103

09/20/10

Issue Shares in Connection with Acquisition

Management

Yes

For

Adjourn Meeting

Management

Yes

For

FedEx Corporation

FDX

31428X106

09/27/10

Elect Director James L. Barksdale

Management

Yes

For

Elect Director John A. Edwardson

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

Approve Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require Independent Board Chairman

Shareholder

Yes

Against

For

Provide Right to Act by Written Consent

Shareholder

Yes

Against

For

Adopt Policy on Succession Planning

Shareholder

Yes

Against

For

Campbell Soup Company

CPB

134429109

11/18/10

Elect Director Edmund M. Carpenter

Management

Yes

For

Elect Director Paul R. Charron

Management

Yes

For

Elect Director Douglas R. Conant

Management

Yes

For

Elect Director Bennett Dorrance

Management

Yes

For

Elect Director Harvey Golub

Management

Yes

For

Elect Director Lawrence C. Karlson

Management

Yes

For

Elect Director Randall W. Larrimore

Management

Yes

For

Elect Director Mary Alice D. Malone

Management

Yes

For

Elect Director Sara Mathew

Management

Yes

For

Elect Director Denise M. Morrison

Management

Yes

For

Elect Director William D. Perez

Management

Yes

For

Elect Director Charles R. Perrin

Management

Yes

For

Elect Director A. Barry Rand

Management

Yes

For

Elect Director Nick Shreiber

Management

Yes

For

Elect Director Archbold D. Van Beuren

Management

Yes

For

Elect Director Les C. Vinney

Management

Yes

For

Elect Director Charlotte C. Weber

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

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

P2253T133

02/24/11

Amend Article 8 of Company Bylaws

Management

Yes

Against

Authorize Issuance of Convertible Bonds without Preemptive Rights

Management

Yes

For

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

Management

Yes

For

Accept Financial Statements and Statutory Reports for Fiscal Year 2010 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 Reserves and Issuance of Treasury Shares

Management

Yes

Against

Approve Extension of the Current Stock Option Plan for Directors, Officers and Employees until December 2013

Management

Yes

Against

Elect Directors, and 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

The Walt Disney Company

DIS

254687106

03/23/11

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

Approve Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Prohibit Retesting Performance Goals

Shareholder

Yes

Against

For

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

P2253T133

03/25/11

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 EGM of February 24, 2011

Management

Yes

For

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

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Royal Philips Electronics N.V.

PHG

N6817P109

03/31/11

President’s Speech

Management

N/A

PHIA NA

500472303

Approve Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Company’s Reserves and Dividend Policy

Management

N/A

Approve Dividends of EUR 0.75 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Elect F.A. Van Houten to Management Board as CEO

Management

Yes

For

Elect R.H. Wirahadiraksa to Management Board

Management

Yes

For

Elect P.A.J. Nota to Management Board

Management

Yes

For

Reelect C.J.A. van Lede to Supervisory Board

Management

Yes

For

Reelect J.M. Thompson to Supervisory Board

Management

Yes

For

Reelect H. von Prondzynski to Supervisory Board

Management

Yes

For

Elect J.P. Tai to Supervisory Board

Management

Yes

For

Ratify KPMG Accountants NV as Auditors

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 and Restricting/Excluding Preemptive Rights

Management

Yes

Against

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

Management

Yes

Against

Authorize Repurchase of Shares

Management

Yes

For

Other Business

Management

N/A

The Bank of New York Mellon Corporation

064058100

04/12/11

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 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

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

The DirecTV Group, Inc

DTV

25490A101

04/28/11

Elect Director David B. Dillon

Management

Yes

For

Elect Director Samuel A. DiPiazza, Jr.

Management

Yes

For

Elect Director Lorrie M. Norrington

Management

Yes

For

Ratify Auditors

Management

Yes

For

Reduce Authorized Class B Shares, Eliminate Class C Common Stock and Deletion of Rights to Call Special Meetings to Certain Stockholders

Management

Yes

For

Declassify the Board of Directors

Management

Yes

For

Adopt Majority Voting for Uncontested Election of Directors

Management

Yes

For

Provide Right to Call Special Meeting

Management

Yes

For

Adopt the Jurisdiction of Incorporation as the Exclusive Forum for Certain Disputes

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Lockheed Martin Corporation

LMT

539830109

04/28/11

Elect Director Nolan D. Archibald

Management

Yes

For

Elect Director Rosalind G. Brewer

Management

Yes

For

Elect Director David B. Burritt

Management

Yes

For

Elect Director James O. Ellis, Jr.

Management

Yes

For

Elect Director Thomas J. Falk

Management

Yes

For

Elect Director Gwendolyn S. King

Management

Yes

For

Elect Director James M. Loy

Management

Yes

For

Elect Director Douglas H. McCorkindale

Management

Yes

For

Elect Director Joseph W. Ralston

Management

Yes

For

Elect Director Anne Stevens

Management

Yes

For

Elect Director Robert J. Stevens

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Provide Right to Act by Written Consent

Shareholder

Yes

Against

For

Willis Group Holdings plc

WSH

G96666105

04/28/11

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

Elect Director Michael J. Somers

Management

Yes

For

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

Management

Yes

For

Authorize Directed Share Repurchase Program

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Loews Corporation

540424108

05/10/11

Elect Director Ann E. Berman

Management

Yes

For

Elect Director Joseph L. Bower

Management

Yes

For

Elect Director Charles M. Diker

Management

Yes

For

Elect Director Jacob A. Frenkel

Management

Yes

For

Elect Director Paul J. Fribourg

Management

Yes

For

Elect Director Walter L. Harris

Management

Yes

For

Elect Director Philip A. Laskawy

Management

Yes

For

Elect Director Ken Miller

Management

Yes

For

Elect Director Gloria R. Scott

Management

Yes

For

Elect Director Andrew H. Tisch

Management

Yes

For

Elect Director James S. Tisch

Management

Yes

For

Elect Director Jonathan M. Tisch

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Ratify Auditors

Management

Yes

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

Vulcan Materials Company

VMC

929160109

05/13/11

Elect Director Donald M. James

Management

Yes

For

Elect Director Ann M. Korologos

Management

Yes

For

Elect Director James T. Prokopanko

Management

Yes

For

Elect Director K. Wilson-Thompson

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Declassify the Board of Directors

Shareholder

Yes

For

Against

Pioneer Natural Resources Company

PXD

723787107

05/17/11

Elect Director Edison C. Buchanan

Management

Yes

For

Elect Director R. Hartwell Gardner

Management

Yes

For

Elect Director Jim A. Watson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Declassify the Board of Directors

Shareholder

Yes

For

Against

Level 3 Communications, Inc.

LVLT

52729N100

05/19/11

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

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

Amend Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Other Business

Management

N/A

Telephone and Data Systems, Inc.

TDS.S

879433100

05/19/11

Elect Director Clarence A. Davis

Management

Yes

Withhold

Against

Elect Director Christopher D. O’Leary

Management

Yes

Withhold

Against

Elect Director Gary L. Sugarman

Management

Yes

Withhold

Against

Elect Director Herbert S. Wander

Management

Yes

Withhold

Against

Yum Brands, Inc.

YUM

988498101

05/19/11

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

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Provide Right to Call Special Meeting

Management

Yes

For

Aon Corporation

AON

037389103

05/20/11

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 Cheryl A. Francis

Management

Yes

For

Elect Director Judson C. Green

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

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Qualified Employee Stock Purchase Plan

Management

Yes

For

The Travelers Companies, Inc.

TRV

89417E109

05/26/11

Elect Director Alan L. Beller

Management

Yes

For

Elect Director John H. Dasburg

Management

Yes

For

Elect Director Janet M. Dolan

Management

Yes

For

Elect Director Kenneth M. Duberstein

Management

Yes

For

Elect Director Jay S. Fishman

Management

Yes

For

Elect Director Lawrence G. Graev

Management

Yes

For

Elect Director Patricia L. Higgins

Management

Yes

For

Elect Director Thomas R. Hodgson

Management

Yes

For

Elect Director Cleve L. Killingsworth, Jr.

Management

Yes

For

Elect Director Donald J. Shepard

Management

Yes

For

Elect Director Laurie J. Thomsen

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Chesapeake Energy Corporation

CHK

165167107

06/10/11

Elect Director Aubrey K. McClendon

Management

Yes

For

Elect Director Don Nickles

Management

Yes

For

Elect Director Kathleen M. Eisbrenner

Management

Yes

For

Elect Director Louis A. Simpson

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Advisory Vote to Ratify Directors’ Compensation

Shareholder

Yes

Against

For

NKSJ Holdings, Inc.

8630 JP

J58699109

6/27/2011

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

Management

Yes

For

Approve 4 into 1 Reverse Stock Split

Management

Yes

For

Amend Articles to Reduce Share Trading Unit — Decrease Authorized Capital

Management

Yes

For

Elect Director Hyodo, Makoto

Management

Yes

Against

Elect Director Sato, Masatoshi

Management

Yes

For

Elect Director Genma, Akira

Management

Yes

For

Elect Director Asaka, Seiichi

Management

Yes

For

Elect Director Fujita, Sumitaka

Management

Yes

For

Elect Director Kawabata, Yoshiharu

Management

Yes

For

Elect Director Matsuda, Akira

Management

Yes

For

Elect Director Futamiya, Masaya

Management

Yes

For

Elect Director Yamaguchi, Yuuichi

Management

Yes

For

Elect Director George C. Olcott

Management

Yes

For

Elect Director Sakurada, Kengo

Management

Yes

For

Elect Director Tsuji, Shinji

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceiling for Directors

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceiling for Statutory Auditors

Management

Yes

For

Approve Deep Discount Stock Option Plan

Management

Yes

For

Longleaf Partners Small Cap Fund

For the Period July 1, 2010 to June 30, 2011

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

09/30/10

Elect Director Kerrii B. Anderson

Management

Yes

Withhold

Against

Elect Director John P. McConnell

Management

Yes

For

Elect Director Mary Schiavo

Management

Yes

For

Approve Stock Option Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Texas Industries Incorporated

TXI

882491103

10/13/10

Elect Director Mel G. Brekhus

Management

Yes

For

Elect Director Robert D. Rogers

Management

Yes

For

Elect Director Ronald G. Steinhart

Management

Yes

For

Ratify Auditors

Management

Yes

For

Vail Resorts, Inc.

MTN

91879Q109

12/03/10

Elect Director Roland A. Hernandez

Management

Yes

For

Elect Director Thomas D. Hyde

Management

Yes

For

Elect Director Jeffrey W. Jones

Management

Yes

For

Elect Director Robert A. Katz

Management

Yes

For

Elect Director Richard D. Kincaid

Management

Yes

For

Elect Director John T. Redmond

Management

Yes

For

Elect Director Hilary A. Schneider

Management

Yes

For

Elect Director John F. Sorte

Management

Yes

For

Ratify Auditors

Management

Yes

For

Fair Isaac Corporation

FICO

303250104

02/01/11

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

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Two Years)

Management

Yes

Against (One Year)

Against

Ratify Auditors

Management

Yes

For

Ruddick Corporation

RDK

781258108

02/17/11

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

Approve Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Ratify Auditors

Management

Yes

For

Fairfax Financial Holdings Limited

FFH

303901102

04/20/11

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 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

Willis Group Holdings plc

WSH

G96666105

04/28/11

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

Elect Director Michael J. Somers

Management

Yes

For

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

Management

Yes

For

Authorize Directed Share Repurchase Program

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Potlatch Corp.

PCH

737630103

05/02/11

Elect Director Jerome C. Knoll

Management

Yes

For

Elect Director John S. Moody

Management

Yes

For

Elect Director Lawrence S. Peiros

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Markel Corporation

MKL

570535104

05/09/11

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

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Ratify Auditors

Management

Yes

For

Service Corporation International

SCI

817565104

05/11/11

Elect Director Thomas L. Ryan

Management

Yes

For

Elect Director Malcolm Gillis

Management

Yes

For

Elect Director Clifton H. Morris, Jr.

Management

Yes

For

Elect Director W. Blair Waltrip

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Director Compensation Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency

Management

Yes

For

Martin Marietta Materials, Inc.

MLM

573284106

05/12/11

Elect Director Sue W. Cole

Management

Yes

For

Elect Director Michael J. Quillen

Management

Yes

For

Elect Director Stephen P. Zelnak, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

The Washington Post Co.

WPO

939640108

05/12/11

Elect Director Christopher C. Davis

Management

Yes

For

Elect Director John L. Dotson Jr.

Management

Yes

For

Elect Director Anne M. Mulcahy

Management

Yes

For

DineEquity, Inc.

DIN

254423106

05/17/11

Elect Director Michael S. Gordon

Management

Yes

For

Elect Director Larry A. Kay

Management

Yes

For

Elect Director Julia A. Stewart

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Pioneer Natural Resources Company

PXD

723787107

05/17/11

Elect Director Edison C. Buchanan

Management

Yes

For

Elect Director R. Hartwell Gardner

Management

Yes

For

Elect Director Jim A. Watson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Declassify the Board of Directors

Shareholder

Yes

For

Against

Everest Re Group LTD

G3223R108

05/18/11

Elect Director William F. Galtney, Jr.

Management

Yes

For

Elect Director John P. Phelan

Management

Yes

For

Elect Director Roger M. Singer

Management

Yes

For

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

Management

Yes

For

Declassify the Board of Directors

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Sealed Air Corporation

SEE

81211K100

05/18/11

Elect Director Hank Brown

Management

Yes

For

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 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

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Outside Director Stock Awards in Lieu of Cash

Management

Yes

For

Ratify Auditors

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

05/19/11

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

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

Amend Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Other Business

Management

Yes

For

Dillard’s, Inc.

DDS

254067101

05/21/11

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

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Wendy’s Co (formerly Wendy’s/Arby’s Group, Inc.)

WEN

950587105

05/26/11

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

Adopt Majority Voting for Uncontested Election of Directors

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

tw telecom inc.

TWTC

87311L104

06/01/11

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

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against (One Year)

Against

Olympus Corp.

7733

J61240107

06/29/11

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

Management

Yes

For

Amend Articles to Clarify Director Authorities

Management

Yes

For

Elect Director Kikukawa, Tsuyoshi

Management

Yes

For

Elect Director Michael C. Woodford

Management

Yes

For

Elect Director Morishima, Haruhito

Management

Yes

For

Elect Director Mori, Hisashi

Management

Yes

For

Elect Director Suzuki, Masataka

Management

Yes

For

Elect Director Yanagisawa, Kazuhisa

Management

Yes

For

Elect Director Takayama, Shuuichi

Management

Yes

For

Elect Director Tsukaya, Takashi

Management

Yes

For

Elect Director Watanabe, Kazuhiro

Management

Yes

For

Elect Director Nakatsuka, Makoto

Management

Yes

For

Elect Director Nishigaki, Shinichi

Management

Yes

For

Elect Director Kawamata, Hironobu

Management

Yes

For

Elect Director Hayashida, Yasuo

Management

Yes

For

Elect Director Kuruma, Hiroshi

Management

Yes

For

Elect Director Hayashi, Junichi

Management

Yes

For

Appoint Statutory Auditor Yamada, Hideo

Management

Yes

For

Appoint Alternate Statutory Auditor Hayashi, Shinichi

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceiling for Directors

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2010 to June 30, 2011

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Vodafone Group plc

VOD LN

G93882135

07/27/10

Accept Financial Statements and Statutory Reports

Management

Yes

For

Re-elect Sir John Bond as Director

Management

Yes

For

Re-elect John Buchanan as Director

Management

Yes

For

Re-elect Vittorio Colao as Director

Management

Yes

For

Re-elect Michel Combes as Director

Management

Yes

For

Re-elect Andy Halford as Director

Management

Yes

For

Re-elect Stephen Pusey as Director

Management

Yes

For

Re-elect Alan Jebson as Director

Management

Yes

For

Re-elect Samuel Jonah as Director

Management

Yes

For

Re-elect Nick Land as Director

Management

Yes

For

Re-elect Anne Lauvergeon as Director

Management

Yes

For

Re-elect Luc Vandevelde as Director

Management

Yes

For

Re-elect Anthony Watson as Director

Management

Yes

For

Re-elect Philip Yea as Director

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Reappoint Deloitte LLP as Auditors

Management

Yes

For

Authorise Audit Committee to Fix Remuneration of Auditors

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

Approve Share Incentive Plan

Management

Yes

For

Dell Inc.

DELL

24702R101

08/12/10

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 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 Shantanu Narayen

Management

Yes

For

Elect Director Sam Nunn

Management

Yes

For

Elect Director H. Ross Perot, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Reduce Supermajority Vote Requirement

Management

Yes

For

Reimburse Proxy Contest Expenses

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

Against

For

Diageo plc

DGE LN

G42089113

10/14/10

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend

Management

Yes

For

Re-elect Peggy Bruzelius as Director

Management

Yes

For

Re-elect Laurence Danon as Director

Management

Yes

For

Re-elect Betsy Holden as Director

Management

Yes

For

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

Management

Yes

For

Re-elect Franz Humer as Director

Management

Yes

For

Re-elect Philip Scott as Director

Management

Yes

For

Re-elect Todd Stitzer as Director

Management

Yes

For

Re-elect Paul Walker as Director

Management

Yes

For

Re-elect Paul Walsh as Director

Management

Yes

For

Elect Lord (Mervyn) Davies of Abersoch as Director

Shareholder

Yes

For

Elect Deirdre Mahlan as Director

Management

Yes

For

Reappoint KPMG Audit plc as Auditors

Management

Yes

For

Authorise Board to Fix Remuneration of Auditors

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

Authorise EU Political Donations and Expenditure

Management

Yes

For

Amend Diageo 2001 Share Incentive Plan

Management

Yes

For

Approve Diageo 2010 Sharesave Plan

Management

Yes

For

Authorise the Company to Establish International Share Plans

Management

Yes

For

Authorise the Company to Call EGM with Two Weeks’ Notice

Management

Yes

For

Shanda Games Limited

GAME

81941U105

10/22/10

Reelect Qunzhao Tan as Director

Management

Yes

For

Reelect Tianqiao Chen as Director

Management

Yes

For

Reelect Danian Chen as Director

Management

Yes

For

Reelect Lai Xing Cai as Director

Management

Yes

For

Reelect Andy Lin as Director

Management

Yes

For

Reelect Heng Wing Chan as Director

Management

Yes

For

��

Elect Grace Wu as Director

Management

Yes

For

Amend the Company’s 2008 Amended and Restated Equity Compensation Plan by Increasing the Number of Authorized Shares Available for Grant from 44,000,000 Class A Ordinary Shares to 54,750,000 Class A Ordinary Shares

Management

Yes

For

Ratify Pricewaterhousecoopers Zhongtian Cpas Limited Company as Auditors

Management

Yes

For

Shanda Interactive Entertainment Limited

SNDA

81941Q203

10/22/10

Elect Tianqiao Chen as Director

Management

Yes

For

Elect Danian Chen as Director

Management

Yes

For

Elect Qianqian Luo as Director

Management

Yes

For

Elect Jingsheng Huang as Director

Management

Yes

For

Elect Chengyu Xiong as Director

Management

Yes

For

Elect Kai Zhao as Director

Management

Yes

For

Elect Qunzhao Tan as Director

Management

Yes

For

Elect Grace Wu as Director

Management

Yes

For

Acs, Actividades de Construccion y Servicios S.A

ACS MC

E7813W163

11/19/10

Authorize Issuance of 157 Million New Shares for Future Share Exchange Offers; Amend Article 6 of Company Bylaws; Approve Listing of Shares on Madrid, Barcelona, Bilbao and Valencia Stock Exchanges

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

HRT Participacoes em Petroleo S.A.

HRTP3 SA

P5280D104

12/10/10

Amend Article 5 to Reflect Changes in Capital

Management

Yes

For

Declassify Board of Directors

Management

Yes

For

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

P2253T133

02/24/11

Amend Article 8 of Company Bylaws

Management

Yes

Against

Authorize Issuance of Convertible Bonds without Preemptive Rights

Management

Yes

For

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

Management

Yes

For

Management

Yes

For

Approve Allocation of Income

Management

Yes

For

Authorize Increase in Variable Portion of Capital via Capitalization of Reserves and Issuance of Treasury Shares

Management

Yes

Against

Approve Extension of the Current Stock Option Plan for Directors, Officers and Employees until December 2013

Management

Yes

Against

Elect Directors, and 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

Management

Yes

For

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

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Ferrovial SA

FER MC

E49512119

03/31/11

Present Management Report in Compliance with Article 116 bis of Spanish Securities Market Law

Management

N/A

Approve Individual and Consolidated Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2010

Management

Yes

For

Approve Allocation of Income for Fiscal Year 2010

Management

Yes

For

Approve Dividend of EUR 0.30 Per Share Charged to Voluntary Reserves

Management

Yes

For

Approve Discharge of Directors for Fiscal Year 2010

Management

Yes

For

Fix Board Size to 12 Directors

Management

Yes

For

Amend Articles 1, 8, 10, 12, 13, 16, 17, 22, 25, 26, 27, 34, 42, 49, 52, 56, and 57 of Company Bylaws

Management

Yes

For

Amend Preamble and Articles 4, 5, 6, 7, 13, 24, and 25 of General Meeting Regulations

Management

Yes

For

Add New Subsection 3 in Article 8 Re: Electronic Shareholders’ Forum

Management

Yes

For

Approve Payment to Executive Directors and Senior Management of Compensation Owed to Them in the Form of Stock in Lieu of Cash

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions; Authorize Filing of Required Documents

Management

Yes

For

Acs, Actividades de Construccion y Servicios S.A

ACS MC

E7813W163

04/14/11

Approve Individual and Consolidated Financial Statements and Statutory Reports for Fiscal Year 2010

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 2.05 per Share

Management

Yes

For

Accept Report on Corporate Social Responsibility and Special Report in Compliance with Article 116 bis of the Stock Market Law for Fiscal Year 2010 and Report on Modifications Made on Board of Board Regulations

Management

N/A

Advisory Vote on Remuneration Report for Fiscal Year 2010

Management

Yes

For

Approve Discharge of Directors for Fiscal Year 2010

Management

Yes

For

Elect Directors (Bundled)

Management

Yes

For

Re-appoint Deloitte as Auditor of Company and Group

Management

Yes

For

Authorize Repurchase of Shares; Void Authorization Granted at 2010 AGM

Management

Yes

For

Amend Articles 8, 14, 16, 20 bis, 24, 25, 29, 33, and 37

Management

Yes

For

Amend Articles 3, 5, 9, 11 and 13 of General Meeting Regulations

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

HRT Participacoes em Petroleo S.A.

HRTP3 SA

P5280D104

04/19/11

Approve Acquisition of UNX Energy Corp.

Management

Yes

For

Authorize Issuance of Shares with Preemptive Rights

Management

Yes

For

Approve Appraisal of UNX Energy Corp Shares

Management

Yes

For

Ratify Z3M Planejamento Ltda as the Independent Firm that will Conduct the Appraisal

Management

Yes

For

Fairfax Financial Holdings Limited

FFH

303901102

04/20/11

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 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

HRT Participacoes em Petroleo S.A.
(Certain items not voted as the result of a lack of sufficient information available from the issuer).

HRTP3 SA

P5280D104

04/27/11

Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2010

Management

Yes

For

Approve Allocation of Income

Management

Yes

For

Elect Directors

Management

Yes

For

Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members

Management

N/A

Approve Restricted Stock Plan

Management

N/A

Amend Articles

Management

N/A

Approve Materiality Threshold Plan

Management

N/A

Designate Newspapers to Publish Company Announcements

Management

N/A

Willis Group Holdings Public Limited Company

WSH

G96666105

04/28/11

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

Elect Director Michael J. Somers

Management

Yes

For

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

Management

Yes

For

Authorize Directed Share Repurchase Program

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (Three Years)

Management

Yes

Against

Hochtief AG

HOT GR

D33134103

05/12/11

Receive Financial Statements and Statutory Reports for Fiscal 2010 (Non-Voting)

Management

N/A

Approve Allocation of Income and Dividends of EUR 2.00 per Share

Management

Yes

For

Approve Discharge of Management Board for Fiscal 2010

Management

Yes

For

Approve Discharge of Supervisory Board for Fiscal 2010

Management

Yes

For

Approve Remuneration System for Management Board Members

Management

Yes

Against

Ratify Deloitte & Touche GmbH as Auditors for Fiscal 2011

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 without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 42.9 Million Pool of Capital to Guarantee Conversion Rights

Management

Yes

Against

Approve Creation of EUR 23.3 Million Pool of Capital with Partial Exclusion of Preemptive Rights

Management

Yes

Against

Elect Yousuf Al Hammadi to the Supervisory Board

Management

Yes

For

Elect angel Altozano to the Supervisory Board

Management

Yes

For

Elect Detlef Bremkamp to the Supervisory Board

Management

Yes

Against

Elect Hans-Peter Keitel to the Supervisory Board

Management

Yes

Against

Elect Heinrich v. Pierer to the Supervisory Board

Management

Yes

Against

Elect Wilhelm Simson to the Supervisory Board

Management

Yes

Against

Elect Marcelino Fernandez to the Supervisory Board

Management

Yes

For

Elect Manfred Wennemer to the Supervisory Board

Management

Yes

Against

Lafarge

LAFP PA

F54432111

05/12/11

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 1.00 per Ordinary Share and EUR 1.10 per Long-Term Registered Share

Management

Yes

For

Acknowledge Auditors’ Special Report on Related-Party Transactions and Approve New Transaction

Management

Yes

For

Elect Baudouin Prot as Director

Management

Yes

For

Reelect Philippe Dauman as Director

Management

Yes

For

Authorize Repurchase of Up to 5 Percent of Issued Share Capital

Management

Yes

For

Approve Issuance of Securities Convertible into Debt up to an Aggregate Amount of EUR 8 Billion

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 560 Million

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 160 Million

Management

Yes

For

Approve Issuance of Shares up to EUR 160 Million to for a Private Placement

Management

Yes

For

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

Management

Yes

For

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 100 Million for Bonus Issue or Increase in Par Value

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Authorize up to 3 Percent of Issued Capital for Use in Stock Option Plan

Management

Yes

For

Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plan

Management

Yes

For

Approve Employee Stock Purchase Plan

Management

Yes

For

Approve Stock Purchase Plan Reserved for International Employees

Management

Yes

For

Amend Article 29 of Bylaws Re: Attendance to General Meetings

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Edenred

EDEN PA

F3192L109

05/13/11

Accept Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 0.50 per Share

Management

Yes

For

Approve Transactions with Accor SA

Management

Yes

For

Approve Amendment to Employment Contract of Jacques Stern

Management

Yes

For

Approve Severance Payment Agreement with Jacques Stern

Management

Yes

For

Approve Private Unemployment Insurance for Jacques Stern

Management

Yes

For

Approve Medical Insurance Agreement for Jacques Stern

Management

Yes

For

Approve Employee Benefit Scheme Agreement with Jacques Stern

Management

Yes

For

Authorize Repurchase of Up to 22,589,739 Shares

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

05/19/11

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

Advisory Vote to Ratify Named Executive Officers’ Compensation

Management

Yes

For

Advisory Vote on Say on Pay Frequency (One Year)

Management

Yes

For

Provide Right to Call Special Meeting

Management

Yes

For

Cheung Kong (Holdings) Limited

1HK

Y13213106

05/20/11

Accept Financial Statements and Statutory Reports

Management

Yes

For

Declare Final Dividend

Management

Yes

For

Elect Li Ka-shing as Director

Management

Yes

For

Elect Chung Sun Keung, Davy as Director

Management

Yes

For

Elect Pau Yee Wan, Ezra as Director

Management

Yes

For

Elect Leung Siu Hon as Director

Management

Yes

For

Elect George Colin Magnus as Director

Management

Yes

For

Elect Simon Murray as Director

Management

Yes

For

Elect Cheong Ying Chew, Henry 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

Amend Articles of Association

Management

Yes

For

Accor

ACCP PA

F00189120

05/30/11

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 0.62 per Share

Management

Yes

For

Reelect Virginie Morgon as Director

Management

Yes

For

Reelect Sebastien Bazin as Director

Management

Yes

For

Reelect Denis Hennequin as Director

Management

Yes

For

Reelect Franck Riboud as Director

Management

Yes

For

Ratify Appointment of Mercedes Erra as Director

Management

Yes

For

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

Management

Yes

For

Approve Transaction with Groupe Lucien Barriere

Management

Yes

For

Approve Transaction with Yann Caillere

Management

Yes

For

Approve Transaction with Gilles Pelisson

Management

Yes

For

Approve Transaction with Denis Hennequin

Management

Yes

For

Authorize Repurchase of Up to 22 Million Shares

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 300 Million

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 160 Million

Management

Yes

For

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights Up to Aggregate Nominal Amount of EUR 100 Million, Reserved for Specific Beneficiaries

Management

Yes

For

Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote under Items 16 to 18 Above

Management

Yes

For

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

Management

Yes

For

Authorize Capitalization of Reserves of Up to EUR 300 Million for Bonus Issue or Increase in Par Value

Management

Yes

For

Set Total Limit for Capital Increase to Result from All Issuance Requests under Items 16 to 21 at EUR 340 Million

Management

Yes

For

Approve Employee Stock Purchase Plan

Management

Yes

For

Authorize up to 2.5 Percent of Issued Capital for Use in Stock Option Plan

Management

Yes

For

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

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Change Location of Registered Office to 110, Avenue de France, 75013 Paris and Amend Article 4 of Bylaws Accordingly

Management

Yes

For

Carrefour

CARR PA

F13923119

06/21/11

Approve Financial Statements and Discharge Directors

Management

Yes

For

Accept Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Auditors’ Special Report on Related-Party Transactions

Management

Yes

For

Ratify Change of Registered Office

Management

Yes

For

Amend Article 26 of Bylaws Re: Dividends

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 1.08 per Share

Management

Yes

For

Approve Special Dividends

Management

Yes

For

Reelect Bernard Arnault as Director

Management

Yes

For

Reelect Jean-Laurent Bonnafe as Director

Management

Yes

For

Reelect Rene Brillet as Director

Management

Yes

For

Reelect Amaury de Seze as Director

Management

Yes

For

Ratify Appointment of Mathilde Lemoine as Director

Management

Yes

For

Ratify Mazars as Auditor

Management

Yes

For

Ratify Thierry Colin as Alternate Auditor

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 500 Million

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 175 Million

Management

Yes

For

Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value

Management

Yes

For

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

Management

Yes

For

Authorize Capital Increase of Up to EUR 100 Million for Future Exchange Offers

Management

Yes

For

Approve Employee Stock Purchase Plan

Management

Yes

For

Authorize Board to Amend Number of Awards Granted Under Outstanding Restricted Stock Plans

Management

Yes

For

Seven Bank Ltd

8410 JP

J7164A104

06/21/11

Elect Director Anzai, Takashi

Management

Yes

For

Elect Director Wakasugi, Masatoshi

Management

Yes

For

Elect Director Futagoishi, Kensuke

Management

Yes

For

Elect Director Funatake, Yasuaki

Management

Yes

For

Elect Director Ishiguro, Kazuhiko

Management

Yes

For

Elect Director Ohashi, Yoji

Management

Yes

For

Elect Director Tamura, Toshikazu

Management

Yes

For

Elect Director Ujiie, Tadahiko

Management

Yes

For

Appoint Statutory Auditor Ushio, Naomi

Management

Yes

For

NKSJ Holdings, Inc.

8630 JP

J58699109

06/27/11

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

Management

Yes

For

Approve 4 into 1 Reverse Stock Split

Management

Yes

For

Amend Articles to Reduce Share Trading Unit — Decrease Authorized Capital

Management

Yes

For

Elect Director Hyodo, Makoto

Management

Yes

Against

Elect Director Sato, Masatoshi

Management

Yes

For

Elect Director Genma, Akira

Management

Yes

For

Elect Director Asaka, Seiichi

Management

Yes

For

Elect Director Fujita, Sumitaka

Management

Yes

For

Elect Director Kawabata, Yoshiharu

Management

Yes

For

Elect Director Matsuda, Akira

Management

Yes

For

Elect Director Futamiya, Masaya

Management

Yes

For

Elect Director Yamaguchi, Yuuichi

Management

Yes

For

Elect Director George C. Olcott

Management

Yes

For

Elect Director Sakurada, Kengo

Management

Yes

For

Elect Director Tsuji, Shinji

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceiling for Directors

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceiling for Statutory Auditors

Management

Yes

For

Approve Deep Discount Stock Option Plan

Management

Yes

For

C&C Group plc

GCC I

G1826G107

06/29/11

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Dividends

Management

Yes

For

Reelect Sir Brian Stewart as a Director

Management

Yes

For

Reelect John Dunsmore as a Director

Management

Yes

For

Reelect Stephen Glancey as a Director

Management

Yes

For

Reelect Kenny Neison as a Director

Management

Yes

For

Reelect John Burgess as a Director

Management

Yes

For

Reelect Liam FitzGerald as a Director

Management

Yes

For

Reelect John Hogan as a Director

Management

Yes

For

Reelect Richard Holroyd as a Director

Management

Yes

For

Reelect Philip Lynch as a Director

Management

Yes

For

Reelect Breege O’Donoghue as a Director

Management

Yes

For

Authorize Board to Fix Remuneration of Auditors

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights

Management

Yes

For

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

Management

Yes

For

Authorize Share Repurchase Program

Management

Yes

For

Authorize Reissuance of Repurchased Shares

Management

Yes

For

Authorise the Company to Call EGM with Two Weeks’ Notice

Management

Yes

For

Olympus Corp.

7733 JP

J61240107

06/29/11

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

Management

Yes

For

Amend Articles to Clarify Director Authorities

Management

Yes

For

Elect Director Kikukawa, Tsuyoshi

Management

Yes

For

Elect Director Michael C.Woodford

Management

Yes

For

Elect Director Morishima, Haruhito

Management

Yes

For

Elect Director Mori, Hisashi

Management

Yes

For

Elect Director Suzuki, Masataka

Management

Yes

For

Elect Director Yanagisawa, Kazuhisa

Management

Yes

For

Elect Director Takayama, Shuuichi

Management

Yes

For

Elect Director Tsukaya, Takashi

Management

Yes

For

Elect Director Watanabe, Kazuhiro

Management

Yes

For

Elect Director Nakatsuka, Makoto

Management

Yes

For

Elect Director Nishigaki, Shinichi

Management

Yes

For

Elect Director Kawamata, Hironobu

Management

Yes

For

Elect Director Hayashida, Yasuo

Management

Yes

For

Elect Director Kuruma, Hiroshi

Management

Yes

For

Elect Director Hayashi, Junichi

Management

Yes

For

Appoint Statutory Auditor Yamada, Hideo

Management

Yes

For

Appoint Alternate Statutory Auditor Hayashi, Shinichi

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceiling for Directors

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 29, 2011

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