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, 2004

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, 2003 — June 30, 2004

Ticker

Vote

Fund’s

For or Against

Issuer Of Security

Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Cast

Vote

Management

Aon Corp

AOC

037389103

5/21/2004

Elect Director Patrick G. Ryan

Management

Yes

For

Elect Director Edgar D. Jannotta

Management

Yes

For

Elect Director Jan Kalff

Management

Yes

For

Elect Director Lester B. Knight

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 C. Notebaert

Management

Yes

For

Elect Director Michael D. O’Halleran

Management

Yes

For

Elect Director John W. Rogers, Jr.

Management

Yes

For

Elect Director Gloria Santona

Management

Yes

For

Elect Carolyn Y. Woo

Management

Yes

For

Ratify Auditors

Management

Yes

For

Automatic Data Processing

ADP

053015103

11/11/2003

Elect Director Gregory D. Brenneman

Management

Yes

For

Elect Director Leslie A. Brun

Management

Yes

For

Elect Director Gary C. Butler

Management

Yes

For

Elect Director Joseph A. Califano, Jr.

Management

Yes

For

Elect Director Leon G. Cooperman

Management

Yes

For

Elect Director Ann Dibble Jordan

Management

Yes

For

Elect Director Harvey M. Krueger

Management

Yes

For

Elect Director Frederic V. Malek

Management

Yes

For

Elect Director Henry Taub

Management

Yes

For

Elect Director Arthur F. Weinbach

Management

Yes

For

Elect Director Josh S. Weston

Management

Yes

For

Amend Stock Option Plan

Management

Yes

For

Amend Employee Stock Purchase Plan

Management

Yes

For

Approve Outside Director Stock Awards in Leiu of Cash

Management

Yes

For

Ratify Auditors

Management

Yes

For

Comcast Corp

CMCS.A

20030N101

5/26/2004

Elect Director S. Decker Anstrom

Management

Yes

For

Elect Director C. Michael Armstrong

Management

Yes

For

Elect Director Kenneth J. Bacon

Management

Yes

For

Elect Director Sheldon M. Bonovitz

Management

Yes

For

Elect Director Julian A. Brodsky

Management

Yes

For

Elect Director Joseph L. Castle, II

Management

Yes

For

Elect Director J. Michael Cook

Management

Yes

For

Elect Director Brian L. Roberts

Management

Yes

For

Elect Director Ralph J. Roberts

Management

Yes

For

Elect Director Dr. Judith Rodin

Management

Yes

For

Elect Director Michael I. Sovern

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Restricted Stock Plan

Management

Yes

For

Amend Articles/Bylaws/Charter-Non-Routine

Management

Yes

For

Require Two-Thirds Majority of Independent Directors on Board

Shareholder

Yes

For

Against

Political Contributions/Activities

Shareholder

Yes

Against

For

Nominate Two Directos for every open Directorships

Shareholder

Yes

Against

For

Limit Executive Compensation

Shareholder

Yes

Against

For

Adopt a Recapitalization Plan

Shareholder

Yes

For

Against

Diageo Plc

DGE

0237400

10/22/2003

Accept F/S and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend of 15.7 Pence per Share

Management

Yes

For

Reelect Lord Blyth as Director

Management

Yes

For

Reelect Keith Oates as Director

Management

Yes

For

Reelect Paul Walsh as Director

Management

Yes

For

Approve KPMG Audit Plc as Auditors and Authorize Board to Fix Remuneration

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities w/o Preemptive Rights

Management

Yes

For

Authorize 309,885,718 Shares for Share Repurchase Program

Management

Yes

For

FedEx Corporation

FDX

31428X106

9/29/2003

Elect Director August A. Busch IV

Management

Yes

For

Elect Director John A. Edwardson

Management

Yes

For

Elect Director George J. Mitchell

Management

Yes

For

Elect Director Joshua I. Smith

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Declassify the Board of Directors

Shareholder

Yes

Against

For

General Motors Corp

GM;GMH

370442105; 370442832

10/3/2003

Amend Articles

Management

Yes

For

Approve Hughes Split-Off

Management

Yes

For

Approve GM/News Stock Sale

Management

Yes

For

Approve News Stock Acquisition

Management

Yes

For

370442105

6/2/2004

Elect Director Percy N. Barnevik

Management

Yes

For

Elect Director John H. Bryan

Management

Yes

For

Elect Director Armando M. Codina

Management

Yes

For

Elect Director George M.C. Fisher

Management

Yes

For

Elect Director Karen Katen

Management

Yes

For

Elect Director Kent Kresa

Management

Yes

For

Elect Director Alan G. Lafley

Management

Yes

For

Elect Director Philip A. Laskawy

Management

Yes

For

Elect Director E. Stanley O’Neal

Management

Yes

For

Elect Director Eckhard Pfeiffer

Management

Yes

For

Elect Director G. Richard Wagoner, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Prohibit Awards to Executives

Shareholder

Yes

Against

For

Separate Chairman and CEO positions

Shareholder

Yes

Against

For

Limit Composition of Committees to Independent Directors

Shareholder

Yes

Against

For

Report on Greenhouse Gas Emissions

Shareholder

Yes

Against

For

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

Shareholder

Yes

Against

For

Establish Executive and Director Stock Ownership Guidelines

Shareholder

Yes

Against

For

Hilton Hotels Corp

HLT

432848109

5/27/2004

Elect Director A. Steven Crown

Management

Yes

For

Elect Director David Michels

Management

Yes

For

Elect Director John H. Myers

Management

Yes

For

Elect Director Donna F. Tuttle

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Incentive Bonus Plan

Management

Yes

For

Declassify the Board of Directors

Shareholder

Yes

Against

For

Require Majority of Independent Directors on Board

Shareholder

Yes

For

Against

Knight-Ridder, Inc.

KRI

499040103

5/4/2004

Elect Director Mark A. Ernst

Management

Yes

For

Elect Director K. Foley Feldstein

Management

Yes

For

Elect Director Thomas P. Gerrity

Management

Yes

For

Elect Director Gonzalo F. Valdes-Fauli

Management

Yes

For

Ratify Auditors

Management

Yes

For

Koninklijke Philips Electronics NV

PHIA; PHG

5986622; 500472303

3/25/2004

Approve F/S and Statutory Reports

Management

Yes

For

Approve Dividends of EUR 0.36 per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Reelect K. van Miert to Supervisory Board

Management

Yes

For

Elect E. Kist as New Member to Supervisory Board

Management

Yes

For

Approve Remuneration Policy of Management Board

Management

Yes

For

Amend 2003 Long-Term Incentive Plan Regarding Distribution of Shares

Management

Yes

For

Grant Board Authority to Issue Shares Restricting/Excluding Preemptive
Rights up to 20% of Issued Capital

Management

Yes

For

Authorize Repurchase of up to 10% of Issued Share Capital

Management

Yes

For

Authorize Board to Set Record Date

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

5/18/2004

Elect Director James Q. Crowe

Management

Yes

For

Elect Director Robert E. Julian

Management

Yes

For

��

Elect Director Walter Scott, Jr.

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Other Business

Management

Yes

For

Marriott International Inc.

MAR

571903202

4/30/2004

Elect Director Lawrence W. Kellner

Management

Yes

For

Elect Director John W. Marriott III

Management

Yes

For

Elect Director Harry J. Pearce

Management

Yes

For

Ratify Auditors

Management

Yes

For

Provide for Cumulative Voting

Shareholder

Yes

Against

For

NipponKoa Insurance Co.

8754 JP

6643380

6/29/2004

Approve allocation of Income, Including Dividends

Management

Yes

For

Amend Articles to Abolish Retirement Bonus System, Decrease Authorized Capital,
Authorize Share Repurchases at Board’s Discretion

Management

Yes

For

Elect Directors

Management

Yes

For

Appoint Internal Statutory Auditors

Management

Yes

For

Approve Deep Discount Stock Option Plan

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditors and Approve
Special Payments to Continuing Directors and Statutory Auditor

Management

Yes

For

Pioneer Natural Resources Co

PXD

723787107

5/13/2004

Elect Director R. Hartwell Gardner

Management

Yes

For

Elect Director James L. Houghton

Management

Yes

For

Elect Director Linda K. Lawson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Telephone & Data Systems, Inc.

TDS

879433100

6/29/2004

Declassify the Board of Directors

Management

Yes

For

Elect Director K.A. Mundt

Management

Yes

For

Elect Director M.H. Saranow

Management

Yes

For

Elect Director K.A. Mundt

Management

Yes

For

Elect Director M.L. Solomon

Management

Yes

For

Elect Director H.S. Wander

Management

Yes

For

Elect Director M.H. Saranow

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

The DirecTV Group, Inc.

DTV

25459L106

6/2/2004

Elect Director K. Rupert Murdoch

Management

Yes

For

Elect Director Neil R. Austrian

Management

Yes

For

Elect Director Charles R. Lee

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

The Walt Disney Company

DIS

254687106

3/3/2004

Elect Director John E. Bryson

Management

Yes

For

Elect Director John S. Chen

Management

Yes

For

Elect Director Michael D. Eisner

Management

Yes

For

Elect Director Judith L. Estrin

Management

Yes

For

Elect Director Robert A. Iger

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 George J. Mitchell

Management

Yes

For

Elect Director Leo J. O’Donovan, S.J.

Management

Yes

For

Elect Director Gary L. Wilson

Management

Yes

For

Ratify Auditors

Management

Yes

For

China Principles

Shareholder

Yes

Against

For

Report on Supplier Labor Standards in China

Shareholder

Yes

Against

For

Report on Amusement Park Safety

Shareholder

Yes

Against

For

Trizec Properties, Inc.

TRZ

89687P107

5/20/2004

Elect Director Peter Munk

Management

Yes

For

Elect Director Timothy Callahan

Management

Yes

For

Elect Director L. Jay Cross

Management

Yes

For

Elect Director Brian Mulroney

Management

Yes

For

Elect Director James O’Connor

Management

Yes

For

Elect Director Glenn Rufrano

Management

Yes

For

Elect Director Richard Thomson

Management

Yes

For

Elect Director Polyvios Vintiadis

Management

Yes

For

Elect Director Stephen Volk

Management

Yes

For

Elect Director Casey Wold

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Articles

Management

Yes

For

Vivendi Universal SA

92851S204

5/6/2004

Approve F/S and Statutory Reports

Management

Yes

For

Accept Consolidated F/S and Statutory Reports

Management

Yes

For

Approve Special Auditors’ Report Regarding Related Party Transactions

Management

Yes

For

Approve Allocation of Income and Omission of Dividends

Management

Yes

For

Elect Director Mr. Jean-Rene Fourtou

Management

Yes

For

Elect Director Mr. Claude Bebear

Management

Yes

For

Elect Director Mr. Gerard Bremond

Management

Yes

For

Elect Director Mr. Bertrand Collomb

Management

Yes

For

Elect Director Mr. Paul Fribourg

Management

Yes

For

Elect Director Mr. Gerard Kleisterlee

Management

Yes

For

Elect Director Mr. Henri Lachmann

Management

Yes

For

Elect Director Mr. Karel Van Miert

Management

Yes

For

Elect Director Mr. Pierre Rodocanachi

Management

Yes

For

Elect Director Gabriel Hawawini

Management

Yes

For

Authorize Issuance of Bonds/Debentures in the Aggregate Value of up to EUR 7 Billion

Management

Yes

For

Authorize Repurchase of up to 5% of Issued Share Capital

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Vivendi Universal SA

EX.FR

4834777

5/6/2004

Approve F/S and Statutory Reports

Management

Yes

For

Accept Consolidated F/S and Statutory Reports

Management

Yes

For

Approve Special Auditors’ Report Regarding Related Party Transactions

Management

Yes

For

Approve Allocation of Income and Omission of Dividends

Management

Yes

For

Reelect Jean-Rene Fourtou as Director

Management

Yes

For

Reelect Claude Bebear as Director

Management

Yes

For

Reelect Gerard Bremond as Director

Management

Yes

For

Reelect Bertrand Collomb as Director

Management

Yes

For

Reelect Paul Fribourg as Director

Management

Yes

For

Reelect Gerard Kleisterlee as Director

Management

Yes

For

Reelect Henri Lachmann as Director

Management

Yes

For

Elect Karel Van Miert as Director

Management

Yes

For

Elect Pierre Rodocanachi as Director

Management

Yes

For

Ratify Cooptation of Gabriel Hawawini as Director

Management

Yes

For

Authorize Issuance of Bonds/Debentures in the Aggregate Value of up to EUR 7 Billion

Management

Yes

For

Authorize Repurchase of up to 5% of Issued Share Capital

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Waste Management, Inc.

WMI

94106L109

5/14/2004

Elect Director Pastora San Juan Cafferty

Management

Yes

For

Elect Director Frank M. Clark, Jr.

Management

Yes

For

Elect Director Robert S. Miller

Management

Yes

For

Elect Director A. Maurice Myers

Management

Yes

For

Elect Director John C. Pope

Management

Yes

For

Elect Director W. Robert Reum

Management

Yes

For

Elect Director Steven G. Rothmeier

Management

Yes

For

Elect Director David P. Steiner

Management

Yes

For

Elect Director Carl W. Vogt

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

5/20/2004

Elect Director Robert Holland, Jr.

Management

Yes

For

Elect Director David C. Novak

Management

Yes

For

Elect Director Jackie Trujillo

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Smoke-Free Restaurant Policy

Shareholder

Yes

Against

For

Prepare a Sustainability Report

Shareholder

Yes

For

Against

Adopt MacBride Principles

Shareholder

Yes

Against

For

Report on Genetically Modified Organisms (GMO)

Shareholder

Yes

Against

For

Report on Animal Welfare Standards

Shareholder

Yes

Against

For

Longleaf Partners International Fund For the Period July 1, 2003 — June 30, 2004

Ticker

Meeting

Vote

Fund’s

For or Against

Issuer Of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Cast

Vote

Management

BIL International Ltd.

BRY SP

6338590

11/14/2003

Adopt F/S and Directors’ and Auditors’ Reports

Management

Yes

For

Reelect Tan Sri Quek Leng Chan as Director

Management

Yes

For

Reelect Philip Burdon as Director

Management

Yes

For

Reelect Arun Amarsi as Director

Management

Yes

For

Approve Directors Fees for YE 6/30/03

Management

Yes

For

Appoint KPMG as Auditors and Authorize Board to Fix Remuneration

Management

Yes

For

Approve Issuance of Shares w/o Preemptive Rights

Management

Yes

For

Approve Issuance of Shares and Grant of Options Pursuant to the Share Option Plan

Management

Yes

For

Cable & Wireless Plc

CW LN

0162557

7/25/2003

Accept F/S and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Elect Richard Lapthorne as Director

Management

Yes

For

Elect Francesco Caio as Director

Management

Yes

For

Elect Kevin Loosemore as Director

Management

Yes

For

Elect Robert Rowley as Director

Management

Yes

For

Elect Anthony Rice as Director

Management

Yes

For

Elect Bernhard Gray as Director

Management

Yes

For

Elect Graham Howe as Director

Management

Yes

For

Elect Kasper Rorsted as Director

Management

Yes

For

Ratify Auditors

Management

Yes

For

Authorize Board to Fix Remuneration of Auditors

Management

Yes

For

Approve the Cable & Wireless Employee Savings Related Share Option Scheme

Management

Yes

For

Approve Cable & Wireless Global Savings Related Share Option Scheme

Management

Yes

For

Amend Cable & Wireless Share Purchase Plan

Management

Yes

For

Authorize EU Political Donations up to GBP 200,000

Management

Yes

For

Approve Cancellation of Share Premium Account

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

Diageo Plc

DGE

0237400

10/22/2003

Accept F/S and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend of 15.7 Pence per Share

Management

Yes

For

Reelect Lord Blyth as Director

Management

Yes

For

Reelect Keith Oates as Director

Management

Yes

For

Reelect Paul Walsh as Director

Management

Yes

For

Approve KPMG Audit Plc as Auditors and Authorize Board to Fix their Remuneration

Management

Yes

For

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

Management

Yes

For

Authorize 309,885,718 Shares for Share Repurchase Program

Management

Yes

For

Ezaki Glico Co., Ltd.

2206 JP

6327703

6/29/2004

Approve Allocation of Income, Including Dividends

Management

Yes

For

Amend Articles to Increase Number of Internal Auditors, Authorize Share
Repurchases at Board’s Discretion

Management

Yes

For

Elect Directors

Management

Yes

For

Appoint Internal Statutory Auditors

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditor

Management

Yes

For

Fairfax Financial Holdings Ltd

FFH

303901102

4/14/2004

Elect Frank B. Bennett, Anthony F. Griffiths, Robbert Hartog, Brandon W. Sweitzer,
V. Prem Watsa as Directors

Management

Yes

For

Ratify Auditors

Management

Yes

For

Gendis Inc.

GDS

368684106

6/4/2004

Approve Report of the Directors, F/S, and the Report of the Auditors for FYE 1/31/04

Management

Yes

For

Elect Albert D. Cohen, James E. Cohen, Jerry L. Gray, Lawrence O. Pollard, and
Barry C. Steers as Directors

Management

Yes

For

Appoint Auditors

Management

Yes

For

Koninklijke Philips Electronics NV

PHIA; PHG

5986622; 500472303

3/25/2004

Approve F/S and Statutory Reports

Management

Yes

For

Approve Dividends of EUR 0.36 per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Reelect K. van Miert to Supervisory Board

Management

Yes

For

Elect E. Kist as New Member to Supervisory Board

Management

Yes

For

Approve Remuneration Policy of Management Board

Management

Yes

For

Amend 2003 Long-Term Incentive Plan Regarding Distribution of Shares

Management

Yes

For

Grant Board Authority to Issue Shares Restricting/Excluding Preemptive Rights
up to 20% of Issued Capital

Management

Yes

For

Authorize Repurchase of up to 10% of Issued Share Capital

Management

Yes

For

Authorize Board to Set Record Date

Management

Yes

For

Millea Holdings Inc.

8766 JP

6513126

6/29/2004

Approve Allocation of Income, Including Dividends

Management

Yes

For

Amend Articles to Authorize Share Repurchases at Board’s Discretion

Management

Yes

For

Elect Directors

Management

Yes

For

Appoint Internal Statutory Auditors

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditor

Management

Yes

For

News Corporation Ltd

NWS; NCP.AU

652487703; 6886925

10/15/2003

Elect Lachlan Murdoch as Director

Management

Yes

For

Elect Thomas Perkins as Director

Management

Yes

For

Elect Stanley Shuman as Director

Management

Yes

For

Elect Arthur Siskind as Director

Management

Yes

For

Approve Stock Option Plan Grants to Executive Directors

Management

Yes

For

Approve Remuneration of Directors in the Amount of up to AUD 1.85 Million

Management

Yes

For

Nippon Broadcasting System Inc.

4660 JP

6636120

6/28/2004

Approve Allocation of Income, Including Dividends

Management

Yes

Abstain

N/A

Amend Articles to Change Location of Head Office, Authorize Share Repurchases
at Board’s Discretion

Management

Yes

Abstain

N/A

Elect Directors

Management

Yes

Abstain

N/A

Appoint Internal Statutory Auditors

Management

Yes

Abstain

N/A

Approve Retirement Bonuses for Statutory Auditors

Management

Yes

Abstain

N/A

Elect a Shareholder Nominee to the Board

Shareholder

Yes

Abstain

N/A

Nippon Telephone & Telegraph Corp

9432 JP

6641373

6/29/2004

Approve allocation of Income, Including Dividends

Management

Yes

For

Authorize Share Repurchase Program

Management

Yes

For

Amend Articles to Decrease Authorized Capital to Reflect Share Repurchase

Management

Yes

For

Elect Directors

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditor

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

6643380

6/29/2004

Approve allocation of Income, Including Dividends

Management

Yes

For

Amend Articles to Abolish Retirement Bonus System, Decrease Authorized Capital,
Authorize Share Repurchases at Board’s Discretion

Management

Yes

For

Elect Directors

Management

Yes

For

Appoint Internal Statutory Auditors

Management

Yes

For

Approve Deep Discount Stock Option Plan

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditors and Approve
Special Payments to Continuing Directors and Statutory Auditor

Management

Yes

For

NTT DoCoMo Inc.

9437 JP

6129277

6/18/2004

Approve allocation of Income, Including Dividends

Management

Yes

For

Authorize Share Repurchase Program

Management

Yes

For

Amend Articles to Authorize Share Repurchases at Board’s Discretion

Management

Yes

For

Elect Directors

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditor

Management

Yes

For

Renault

RNO

4712798

4/30/2004

Accept Consolidated F/S and Statutory Reports

Management

Yes

For

Approve F/S and Discharge Directors

Management

Yes

For

Approve Allocation of Income and Net Dividends of EUR 1.40 per Share

Management

Yes

For

Approve Special Auditors’ Report Regarding Related Party Transactions

Management

Yes

For

Reelect Francois de Combret as Director

Management

Yes

For

Reelect Bernard Larrouturou as Director

Management

Yes

For

Elect Jean-Louis Girodolle as Director

Management

Yes

For

Elect Itaru Koeda as Director

Management

Yes

For

Elect Francois Pinault as Director

Management

Yes

For

Approve Discharge of Yoshikazu Hanawa

Management

Yes

For

Approve Discharge of Bruno Bezard

Management

Yes

For

Approve Discharge of Jeanne Seyvet

Management

Yes

For

Confirm Receipt of Auditors’ Report Regarding Remuneration of Participating Stock

Management

Yes

For

Authorize Repurchase of up to 10% of Issued Share Capital

Management

Yes

For

Authorize Issuance of Bonds/Debentures in the Aggregate Amount of EUR 4 Billion

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Maintain Authority to Issue Equity and Equity-Linked Securities w/o Preemptive Rights

Management

Yes

For

Amend Articles of Association to Increase the Number of Directors to be Elected by Shareholders

Management

Yes

For

Amend Articles of Association to Reflect Financial Security Legislation
Re: Shareholding Disclosure Requirement

Management

Yes

For

Elect Charles de Croisset as Director

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

SKY Perfect Communications, Inc.

4795 JP

6290571

6/25/2004

Approve allocation of Income, Including Dividends

Management

Yes

For

Amend Articles to Expand Business Lines, Authorize Share Repurchases at Board’s Discretion

Management

Yes

For

Elect Directors

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Executive Stock Option Plan

Management

Yes

For

Trizec Properties, Inc.

TRZ

89687P107

5/20/2004

Elect Director Peter Munk

Management

Yes

For

Elect Director Timothy Callahan

Management

Yes

For

Elect Director L. Jay Cross

Management

Yes

For

Elect Director Brian Mulroney

Management

Yes

For

Elect Director James O’Connor

Management

Yes

For

Elect Director Glenn Rufrano

Management

Yes

For

Elect Director Richard Thomson

Management

Yes

For

Elect Director Polyvios Vintiadis

Management

Yes

For

Elect Director Stephen Volk

Management

Yes

For

Elect Director Casey Wold

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Articles

Management

Yes

For

Vivendi Universal SA

EX.FR

4834777

5/6/2004

Approve F/S and Statutory Reports

Management

Yes

For

Accept Consolidated F/S and Statutory Reports

Management

Yes

For

Approve Special Auditors’ Report Regarding Related Party Transactions

Management

Yes

For

Approve Allocation of Income and Omission of Dividends

Management

Yes

For

Reelect Jean-Rene Fourtou as Director

Management

Yes

For

Reelect Claude Bebear as Director

Management

Yes

For

Reelect Gerard Bremond as Director

Management

Yes

For

Reelect Bertrand Collomb as Director

Management

Yes

For

Reelect Paul Fribourg as Director

Management

Yes

For

Reelect Gerard Kleisterlee as Director

Management

Yes

For

Reelect Henri Lachmann as Director

Management

Yes

For

Elect Karel Van Miert as Director

Management

Yes

For

Elect Pierre Rodocanachi as Director

Management

Yes

For

Ratify Cooptation of Gabriel Hawawini as Director

Management

Yes

For

Authorize Issuance of Bonds/Debentures in the Aggregate Value of up to EUR 7 Billion

Management

Yes

For

Authorize Repurchase of up to 5% of Issued Share Capital

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

5/20/2004

Elect Director Robert Holland, Jr.

Management

Yes

For

Elect Director David C. Novak

Management

Yes

For

Elect Director Jackie Trujillo

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Smoke-Free Restaurant Policy

Shareholder

Yes

Against

For

Prepare a Sustainability Report

Shareholder

Yes

For

Against

Adopt MacBride Principles

Shareholder

Yes

Against

For

Report on Genetically Modified Organisms (GMO)

Shareholder

Yes

Against

For

Report on Animal Welfare Standards

Shareholder

Yes

Against

For

Longleaf Partners Small Cap Fund For the Period July 1, 2003 – June 30, 2004

Ticker

Meeting

Fund’s

For or Against

Issuer Of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Alleghany Corp

017175100

4/23/2004

Elect Director Allan P. Kirby, Jr.

Management

Yes

For

Elect Director Thomas S. Johnson

Management

Yes

For

Elect Director James F. Will

Management

Yes

For

Ratify Auditors

Management

Yes

For

Deltic Timber Corp

DEL

247850100

4/22/2004

Elect Director John C. Shealy

Management

Yes

For

Elect Director R. Hunter Pierson, Jr.

Management

Yes

For

Elect Director J. Thurston Roach

Management

Yes

For

Ratify Auditors

Management

Yes

For

Fairfax Financial Holdings Ltd

FFH

303901102

4/14/2004

Elect Frank B. Bennett, Anthony F. Griffiths, Robbert
Hartog, Brandon W. Sweitzer, V. Prem Watsa as
Directors

Management

Yes

For

Ratify Auditors

Management

Yes

For

Forest City Enterprises, Inc.

FCE.A

345550107

6/8/2004

Elect Director Michael P. Esposito, Jr.

Management

Yes

For

Elect Director Joan K. Shafran

Management

Yes

For

Elect Director Louis Stokes

Management

Yes

For

Elect Director Stan Ross

Management

Yes

For

Amend Stock Option Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Genlyte Group, Inc.

GLYT

372302109

4/29/2004

Elect Director Larry K. Powers

Management

Yes

For

Elect Director Zia Eftekhar

Management

Yes

For

Hilton Hotels Corp

HLT

432848109

5/27/2004

Elect Director A. Steven Crown

Management

Yes

For

Elect Director David Michels

Management

Yes

For

Elect Director John H. Myers

Management

Yes

For

Elect Director Donna F. Tuttle

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Incentive Bonus Plan

Management

Yes

For

Declassify the Board of Directors

Shareholder

Yes

Against

For

Require Majority of Independent Directors on Board

Shareholder

Yes

For

Against

IHOP Corp

IHP

449623107

5/25/2004

Elect Director Frank Edelstein

Management

Yes

For

Elect Director Caroline W. Nahas

Management

Yes

For

Elect Director Richard J. Dahl

Management

Yes

For

Ratify Auditors

Management

Yes

For

Jacuzzi Brands Inc.

JJZ

469865109

2/11/2004

Elect Director Veronica M. Hagen as Class I Director

Management

Yes

For

Elect Director Sir Harry Solomon as Class I Director

Management

Yes

For

Elect Director David H. Clarke as Class III Director

Management

Yes

For

Elect Director Claudia E. Morf as Class III Director

Management

Yes

For

Elect Director Robert R. Womack as Class III Director

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Option Exchange Program

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

5/18/2004

Elect Director James Q. Crowe

Management

Yes

For

Elect Director Robert E. Julian

Management

Yes

For

Elect Director Walter Scott, Jr.

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Other Business

Management

Yes

For

NCR Corporation

NCR

62886E108

4/28/2004

Elect Director Edward P. Boykin

Management

Yes

For

Elect Director Linda Fayne Levinson

Management

Yes

For

Elect Director Victor L. Lund

Management

Yes

For

Elect Director James M. Ringler

Management

Yes

For

Ratify Auditors

Management

Yes

For

Prohibit Auditor from Providing Non-Audit Services

Shareholder

Yes

Against

For

Prohibit Awards to Executives

Shareholder

Yes

Against

For

PepsiAmericas, Inc.

PAS

71343P200

4/22/2004

Elect Director Brenda C. Barnes

Management

Yes

For

Elect Director Herbert M. Baum

Management

Yes

For

Elect Director Richard G. Cline

Management

Yes

For

Elect Director Pierre S. Du Pont

Management

Yes

For

Elect Director Archie R. Dykes

Management

Yes

For

Elect Director Jarobin Gilbert, Jr.

Management

Yes

For

Elect Director Matthew M. Mckenna

Management

Yes

For

Elect Director Lionel L. Nowell, III

Management

Yes

For

Elect Director Robert C. Pohlad

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Limit Awards to Executives

Shareholder

Yes

Against

For

Report on Recycling Policy

Shareholder

Yes

Against

For

Ralcorp Holdings, Inc.

RAH

751028101

2/5/2004

Elect Director Richard A. Liddy

Management

Yes

For

Elect Director William P. Stiritz

Management

Yes

For

Ruddick Corp.

RDK

781258108

2/19/2004

Elect Director Alan T. Dickson

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

Texas Industries, Inc.

TXI

882491103

10/21/2003

Elect Director Gordon E. Forward

Management

Yes

For

Elect Director James M. Hoak, Jr.

Management

Yes

For

Elect Director Keith W. Hughes

Management

Yes

For

Elect Director Henry H. Mauz, Jr.

Management

Yes

For

The Mony Group, Inc.

MNY

615337102

2/24/2004

Approve Merger Agreement

Management

Yes

Against

Adjourn Meeting

Management

Yes

Against

Report on Charitable Contributions

Shareholder

Yes

For

Against

The Neiman Marcus Group, Inc.

NMG.A; NMG.B

640204202; 640204301

1/16/2004

Elect Director Richard S. Smith

Management

Yes

For

Elect Director Robert A. Smith

Management

Yes

For

Elect Director Paula Stern

Management

Yes

For

Elect Director Gary L. Countryman

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

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 19, 2004

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