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, 2005

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, 2004 — June 30, 2005

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Aon Corp.

AOC

37389103

05/20/05

Elect Director Patrick G. Ryan

Management

Yes

For

Elect Director Gregory C. Case

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 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

Cemex S.A.

CEMEXCP

2406457

04/28/05

Accept Financial Statements and Statutory Reports for 2004

Management

Yes

For

Approve Allocation of Income; Set Maximum Amount for Share Repurchase

Management

Yes

For

Approve Variable Capital Increase Through Capitalization of Accumulated Profits Account

Management

Yes

For

Elect Management and Supervisory Board

Management

Yes

For

Approve Remuneration of Directors and Supervisory Board

Management

Yes

For

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

Management

Yes

For

Approve 1:2 Class A and B Shares Stock Split

Management

Yes

For

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

Management

Yes

For

Cemex S.A.

151290889

04/28/05

PRESENTATION, DISCUSSION AND, IF APPLICABLE, APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004, AS REQUIRED BY THE MEXICAN CORPORATION LAW AND THE SECURITIES MARKET LAW, AFTER PRESENTATION OF THE REPORTS.

Management

Yes

For

PROPOSAL FOR THE ALLOCATION OF PROFITS AND THE MAXIMUM AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY SHARES.

Management

Yes

For

PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE COMPANY IN ITS VARIABLE PORTION THROUGH CAPITALIZATION CHARGED AGAINST RETAINED EARNINGS, SUBMITTED FOR CONSIDERATION OF THE SHAREHOLDERS AT THE MEETING.

Management

Yes

For

APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED FOR CONSIDERATION.

Management

Yes

For

COMPENSATION OF DIRECTORS AND STATUTORY AUDITORS, ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED FOR CONSIDERATION.

Management

Yes

For

APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.

Management

Yes

For

PROPOSAL TO SPLIT EACH OF THE COMPANY S SERIES A AND SERIES B SHARES CURRENTLY OUTSTANDING INTO TWO NEW SHARES OF THE SAME SERIES AND TYPE OF CAPITAL, FIXED OR VARIABLE, AND TO AMEND ARTICLE 6 OF THE COMPANY S
BY-LAWS OR ESTATUTOS SOCIALES.

Management

Yes

For

APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.

Management

Yes

For

Comcast Corp.

CMCSA

20030N101

06/01/05

Elect Director S. Decker Anstrom

Management

Yes

For

Elect Director Kenneth J. Bacon

Management

Yes

For

Elect Director Sheldon M. Bonovitz

Management

Yes

For

Elect Director Edward D. Breen

Management

Yes

For

Elect Director Julian A. Brodsky

Management

Yes

For

Elect Director Joseph L. Castle, II

Management

Yes

For

Elect Director Joseph J. Collins

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

Report on Political Contributions

Shareholder

Yes

Against

For

Separate Chairman and CEO Positions

Shareholder

Yes

Against

For

Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote

Shareholder

Yes

Against

For

Approve Recapitalization Plan

Shareholder

Yes

Against

For

Diageo Plc

DGE LN

0237400

10/20/04

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend of 17 Pence Per Ordinary Share

Management

Yes

For

Re-elect Lord Hollick of Notting Hill as Director

Management

Yes

For

Re-elect Nick Rose as Director

Management

Yes

For

Re-elect Paul Walker as Director

Management

Yes

For

Elect Todd Stitzer as Director

Management

Yes

For

Elect Jon Symonds as Director

Management

Yes

For

Reappoint KPMG Audit Plc as Auditors and Authorise Board to Fix Remuneration of Auditors

Management

Yes

For

Authorise Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 44,234,986

Management

Yes

For

Amend Articles of Association Re: Treasury Shares

Management

Yes

For

Authorise 305,752,223 Shares for Market Purchase

Management

Yes

For

Amend Diageo Long Term Incentive Plan

Management

Yes

For

Amend Diageo Executive Share Option Plan

Management

Yes

For

Amend Discretionary Incentive Plan

Management

Yes

For

Amend Diageo 2001 Share Incentive Plan

Management

Yes

For

Amend Diageo UK Sharesave Scheme 2000

Management

Yes

For

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Amend Diageo 1999 Irish Sharesave Scheme

Management

Yes

For

Amend Diageo Long Term Incentive Plan

Management

Yes

For

The DirecTV Group, Inc

DTV

25459L106

06/01/05

Elect Director Ralph F. Boyd, Jr.

Management

Yes

For

Elect Director James M. Cornelius

Management

Yes

For

Elect Director David F. DeVoe

Management

Yes

For

Ratify Auditors

Management

Yes

For

FedEx Corporation

FDX

31428X106

09/27/04

Elect Director Charles T. Manatt

Management

Yes

For

Elect Director Judith L. Estrin

Management

Yes

For

Elect Director Philip Greer

Management

Yes

For

Elect Director J.R. Hyde, III

Management

Yes

For

Elect Director Shirley A. Jackson

Management

Yes

For

Elect Director Frederick W. Smith

Management

Yes

For

Declassify the Board of Directors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

General Motors Corp.

370442105

06/07/05

Elect Director Percy N. Barnevik

Management

Yes

For

Elect Director Erskine B. Bowles

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 Ellen J. Kullman

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

Provide for Cumulative Voting

Shareholder

Yes

For

Against

Report on Greenhouse Gas Emissions

Shareholder

Yes

Against

For

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

Shareholder

Yes

Against

For

Adopt Simple Majority Vote Requirement for All Issues

Shareholder

Yes

Against

For

Knight-Ridder, Inc.

KRI

499040103

04/26/05

Elect Director Mark A. Ernst

Management

Yes

For

Elect Director Vasant Prabhu

Management

Yes

For

Elect Director P. Anthony Ridder

Management

Yes

For

Elect Director John E. Warnock

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Separate Chairman and CEO Positions

Shareholder

Yes

Against

For

Level 3 Communications, Inc.

LVLT

52729N100

05/17/05

Elect Director James O. Ellis, Jr.

Management

Yes

For

Elect Director Richard R. Jaros

Management

Yes

For

Elect Director Albert C. Yates

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Amend Articles

Management

Yes

For

Liberty Media Corp.

530718105

06/08/05

Elect Director David E. Rapley

Management

Yes

For

Elect Director Larry E. Romrell

Management

Yes

For

Ratify Auditors

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

6643380

06/29/05

Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 7.5, Special JY 0

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Deep Discount Stock Option Plan

Management

Yes

For

Koninklijke Philips Electronics Nv

PHIA; PHG

5986622; 500472303

03/31/05

Open Meeting

Management

Yes

Approve Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Dividend and Reserve Policy (Non-Voting)

Management

Approve Dividend of EUR 0.40 ($0.52) Per Common Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Discussion of Corporate Governance Structure (Non-Voting)

Management

Amend Articles to Reflect Recommendations of Dutch Corporate Governance Code and Amendments to Book 2 of Dutch Civil Code

Management

Yes

For

Ratify KPMG Accountants NV as Auditors

Management

Yes

For

Reelect G. Kleisterlee as President and CEO and Member of Management Board

Management

Yes

For

Elect P. Sivignon to Management Board

Management

Yes

For

Reelect L. Schweitzer to Supervisory Board

Management

Yes

For

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Elect N. Wong to Supervisory Board

Management

Yes

For

Elect J. Schiro to Supervisory Board

Management

Yes

For

Approve Remuneration of Supervisory Board

Management

Yes

For

Grant Board Authority to Issue Authorized Yet Unissued Shares up to 10% (20% in Connection with Merger or Acquisition) of Issued Shares Restricting/Excluding Preemptive Rights

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Other Business (Non-Voting)

Management

Close Meeting

Management

Yes

Pioneer Natural Resources Co.

PXD

723787107

09/28/04

Approve Merger Agreement

Management

Yes

For

Adjourn Meeting

Management

Yes

For

05/11/05

Elect Director James R. Baroffio

Management

Yes

For

Elect Director Edison C. Buchanan

Management

Yes

For

Elect Director Scott D. Sheffield

Management

Yes

For

Elect Director Jim A. Watson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Telephone and Data Systems, Inc.

TDS

879433100

04/11/05

Increase Authorized Common Stock

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Qualified Employee Stock Purchase Plan

Management

Yes

For

Amend Outside Director Stock in Lieu of Cash

Management

Yes

For

05/05/05

Elect Director K.A. Mundt

Management

Yes

For

Elect Director M.H. Saranow

Management

Yes

For

Elect Director M.L. Solomon

Management

Yes

For

Elect Director H.S. Wander

Management

Yes

For

Ratify Auditors

Management

Yes

For

Vivendi Universal SA

EX.FP

4834777

04/28/05

Approve Financial Statements and Statutory Reports

Management

Yes

For

Accept Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Special Auditors’ Report Regarding Related-Party Transactions

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 0.60 per Share

Management

Yes

For

Adopt Two-Tiered Board Structure

Management

Yes

For

Adopt New Articles of Asscociation

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million

Management

Yes

For

Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Proposed in Issuance Authority Above

Management

Yes

For

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

Management

Yes

For

Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Plan

Management

Yes

For

Approve Stock Option Plan Grants

Management

Yes

For

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

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Elect Jean-Rene Fourtou as Supervisory Board Member

Management

Yes

For

Elect Claude Bebear as Supervisory Board Member

Management

Yes

For

Elect Gerard Bremond as Supervisory Board Member

Management

Yes

For

Elect Fernando Falco as Supervisory Board Member

Management

Yes

For

Elect Paul Fribourg as Supervisory Board Member

Management

Yes

For

Elect Gabriel Hawawini as Supervisory Board Member

Management

Yes

For

Elect Henri Lachmann as Supervisory Board Member

Management

Yes

For

Elect Pierre Rodocanachi as Supervisory Board Member

Management

Yes

For

Elect Karel Van Miert as Supervisory Board Member

Management

Yes

For

Elect Sarah Frank as Supervisory Board Member

Management

Yes

For

Elect Patrick Kron as Supervisory Board Member

Management

Yes

For

Elect Andrzej Olechowski as Supervisory Board Member

Management

Yes

For

Approve Remuneration of Directors in the Aggregate Amount of EUR 1.2 Million

Management

Yes

For

Ratify Salustro-Reydel as Auditor

Management

Yes

For

Ratify Jean-Claude Reydel as Alternate Auditor to Replace Hubert Luneau

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Amend Articles of Association Re: Voting Right Limitations

Management

Yes

Against

Vivendi Universal SA

92851S204

04/28/05

APPROVAL OF THE STATUTORY REPORTS AND STATUTORY FINANCIAL STATEMENTS FOR FISCAL YEAR 2004.

Management

Yes

For

APPROVAL OF THE REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2004.

Management

Yes

For

APPROVAL OF THE AGREEMENTS COVERED BY THE STATUTORY AUDITORS SPECIAL REPORT.

Management

Yes

For

ALLOCATION OF NET INCOME AND DETERMINATION OF THE DIVIDEND FOR FISCAL YEAR 2004.

Management

Yes

For

DETERMINATION OF THE AMOUNT OF THE SUPERVISORY BOARD MEMBERS FEES.

Management

Yes

For

RENEWAL OF SALUSTRO REYDEL AS STATUTORY AUDITORS.

Management

Yes

For

APPOINTMENT OF MR. JEAN-CLAUDE REYDEL AS ALTERNATE STATUTORY AUDITOR.

Management

Yes

For

AUTHORIZATION FOR THE COMPANY TO PURCHASE ITS OWN SHARES.

Management

Yes

For

AUTHORIZATION FOR PERFORMANCE OF LEGAL FORMALITIES.

Management

Yes

For

TRANSFORMATION OF THE COMPANYS STRUCTURE TO A STRUCTURE WITH A MANAGEMENT BOARD AND A SUPERVISORY BOARD.

Management

Yes

For

ADOPTION OF THE COMPANY S AMENDED BY-LAWS.

Management

Yes

For

AMENDMENT OF ARTICLE 17 OF THE BY-LAWS ( VOTING RIGHTS ) BY INSERTION OF A FOURTH SUB-PARAGRAPH:

Management

Yes

For

ADJUSTMENT OF THE VOTING RIGHTS IN SHAREHOLDERS MEETINGS.

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE ORDINARY SHARES OR MARKETABLE SECURITIES GIVING RIGHTS TO SHARES WHICH ARE OR WILL BE ISSUED AS A PART OF A SHARE CAPITAL INCREASE

Management

Yes

For

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE ORDINARY SHARES OR MARKETABLE SECURITIES GIVING
RIGHTS TO SHARES, WHICH ARE OR WILL BE ISSUED AS A PART OF A SHARE CAPITAL INCREASE

Management

Yes

For

AUTHORIZATION FOR THE MANAGEMENT BOARD TO INCREASE THE NUMBER OF SHARES OR MARKETABLE SECURITIES TO BE ISSUED IN THE EVENT OF AN INCREASE IN THE SHARE CAPITAL.

Management

Yes

For

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO INCREASE THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, INCOME OR OTHER ITEAMS.

Management

Yes

For

AUTHORIZATION FOR THE MANAGEMENT BOARD TO PROCEED WITH CAPITAL INCREASES RESERVED FOR EMPLOYEES AND
PENSION SCHEMES OF THE COMPANY AND COMPANIES IN THE GROUP TAKING PART IN THE GROUP S SAVINGS PLAN

Management

Yes

For

AUTHORIZATION FOR THE MANAGEMENT BOARD TO GRANT COMPANY STOCK OPTIONS.

Management

Yes

For

AUTHORIZATION FOR THE MANAGEMENT BOARD TO GRANT RESTRICTED STOCK FROM TREASURY STOCK OR SHARES TO BE ISSUED.

Management

Yes

For

DIRECTORS FOUTOU

Management

Yes

For

DIRECTORS BEBAER

Management

Yes

For

DIRECTORS BREMOND

Management

Yes

For

DIRECTORS FERNANDEZ

Management

Yes

For

DIRECTORS FRIBOURG

Management

Yes

For

DIRECTORS HAWAWINI

Management

Yes

For

DIRECTORS LACHMANN

Management

Yes

For

DIRECTORS RODOCANACHI

Management

Yes

For

DIRECTORS MIERT

Management

Yes

For

DIRECTORS FRANK

Management

Yes

For

DIRECTORS KRON

Management

Yes

For

DIRECTORS OLECHOWSKI

Management

Yes

For

The Walt Disney Company

DIS

254687106

02/11/05

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 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 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

Approve Omnibus Stock Plan

Management

Yes

For

Prohibit Greenmail Payments

Shareholder

Yes

Against

For

Report on Vendor Standards in China

Shareholder

Yes

Against

For

Waste Management, Inc.

WMI

94106L109

05/13/05

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 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 Thomas H. Weidemeyer

Management

Yes

For

Ratify Auditors

Management

Yes

For

Report on Privatization

Shareholder

Yes

Against

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

Against

For

Report on Political Contributions

Shareholder

Yes

Against

For

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

Shareholder

Yes

Against

For

Yum Brands, Inc.

YUM

988498101

05/19/05

Declassify the Board of Directors

Management

Yes

For

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 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 David C. Novak

Management

Yes

For

Elect Director Andrall E. Pearson

Management

Yes

For

Elect Director Thomas M. Ryan

Management

Yes

For

Elect Director Jackie Trujillo

Management

Yes

For

Elect Director Robert J. Ulrich

Management

Yes

For

Elect Directors David W. Dorman, Massimo Ferragamo, Thomas M. Ryan, Robert Ulrich and Jonathan Linen

Management

Yes

For

Ratify Auditors

Management

Yes

For

Sustainability Report

Shareholder

Yes

For

Against

Prepare a Diversity Report

Shareholder

Yes

Against

For

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, 2004 — June 30, 2005

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Deltic Timber Corp.

DEL

247850100

04/28/05

Elect Director O.H. Darling, Jr.

Management

Yes

For

Elect Director Rev. Christoph Keller, III

Management

Yes

For

Elect Director R. Madison Murphy

Management

Yes

For

Ratify Auditors

Management

Yes

For

Everest Re Group LTD

G3223R108

05/25/05

Elect Director Thomas J. Gallagher

Management

Yes

For

Elect Director William F. Galtney, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

TO APPROVE AN AMENDMENT TO THE EVEREST RE GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN.

Management

Yes

For

TO APPROVE AN AMENDMENT TO THE EVEREST RE GROUP, LTD. EXECUTIVE PERFORMANCE ANNUAL INCENTIVE PLAN.

Management

Yes

For

Fairfax Financial Holdings Ltd.

FFH.SV

30390195

04/12/05

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

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Hasbro, Inc.

HAS

418056107

05/19/05

Elect Director Basil L. Anderson

Management

Yes

For

Elect Director Alan R. Batkin

Management

Yes

For

Elect Director Frank J. Biondi, Jr.

Management

Yes

For

Elect Director John M. Connors, Jr.

Management

Yes

For

Elect Director E. Gordon Gee

Management

Yes

For

Elect Director Jack M. Greenberg

Management

Yes

For

Elect Director Alan G. Hassenfeld

Management

Yes

For

Elect Director Claudine B. Malone

Management

Yes

For

Elect Director Edward M. Philip

Management

Yes

For

Elect Director Eli J. Segal

Management

Yes

For

Elect Director Paula Stern

Management

Yes

For

Elect Director Alfred J. Verrecchia

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt ILO Based Code of Conduct

Shareholder

Yes

Against

For

Hilb Rogal & Hobbs Co

HRH

431294107

05/03/05

Elect Director Theodore L. Chandler Jr

Management

Yes

For

Elect Director Norwood H. Davis, Jr.

Management

Yes

For

Elect Director Timothy J. Korman

Management

Yes

For

Elect Director Thomas H. O’Brien

Management

Yes

For

Elect Director Warren M. Thompson

Management

Yes

For

Ratify Auditors

Management

Yes

For

IHOP Corp.

IHP

449623107

05/24/05

Elect Director Michael S. Gordon

Management

Yes

For

Elect Director Larry Alan Kay

Management

Yes

For

Elect Director Julia A. Stewart

Management

Yes

For

Elect Director Gilbert T. Ray

Management

Yes

For

Approve Non-Employee Director Omnibus Stock Plan

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Jacuzzi Brands, Inc.

JJZ

469865109

02/10/05

Elect Director Brian C. Beazer

Management

Yes

For

Elect Director Veronica M. Hagen

Management

Yes

For

Elect Director John J. McAtee, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

05/17/05

Elect Director James O. Ellis, Jr.

Management

Yes

For

Elect Director Richard R. Jaros

Management

Yes

For

Elect Director Albert C. Yates

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Amend Articles

Management

Yes

For

Molson Coors Brewing Co

TAP

60871R209

02/01/05

Amend Certificate of Incorporation

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Authorize a New Class of Common Stock

Management

Yes

For

Amend Certificate/Governance-Related

Management

Yes

For

Amend Certificate/Dividend Right

Management

Yes

For

Convert Form of Securities

Management

Yes

For

Convert Form of Securities

Management

Yes

For

Company Specific—Board-Related

Management

Yes

For

Amend Certificate/Increase or Decrease Authorized Class B Stock

Management

Yes

For

Directors May be Removed With/Without Cause

Management

Yes

For

05/11/05

Elect Director John E. Cleghorn

Management

Yes

For

Elect Director Charles M. Herington

Management

Yes

For

Elect Director David P. O’Brien

Management

Yes

For

The Neiman Marcus Group, Inc.

NMG.A

640204301

01/14/05

Elect Director Director Walter J. Salmon

Management

Yes

For

Elect Director Director Matina S. Horner

Management

Yes

For

Elect Director Director Brian J. Knez

Management

Yes

For

Elect Director Director Carl Sewell

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

Odyssey Re Holdings Corp.

ORH

67612W108

04/20/05

Elect Director V. Prem Watsa

Management

Yes

For

Elect Director James F. Dowd

Management

Yes

For

Elect Director Andrew A. Barnard

Management

Yes

For

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Elect Director Frank B. Bennett

Management

Yes

For

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Robbert Hartog

Management

Yes

For

Elect Director Samuel A. Mitchell

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

PepsiAmericas, Inc.

PAS

71343P200

04/28/05

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 James R. Kackley

Management

Yes

For

Elect Director Matthew M. McKenna

Management

Yes

For

Elect Director Robert C. Pohlad

Management

Yes

For

Elect Director Cynthia Swanson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Separate Chairman and CEO Positions

Shareholder

Yes

Against

For

Adopt and Report on Recycling Standards

Shareholder

Yes

Against

For

Ruddick Corp.

RDK

781258108

02/17/05

Elect Director Edwin B. Borden, Jr.

Management

Yes

For

Elect Director John P. Derham Cato

Management

Yes

For

Elect Director R. Stuart Dickson

Management

Yes

For

Elect Director Isaiah Tidwell

Management

Yes

For

Texas Industries, Inc.

TXI

882491103

10/19/04

Elect Director Melvin G. Brekhus

Management

Yes

For

Elect Director Robert D. Rogers

Management

Yes

For

Elect Director Ian Wachtmeister

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Other Business

Management

Yes

For

U.S.I. Holding Corp

USIH

90333H101

05/25/05

Elect Director David L. Eslick

Management

Yes

For

Elect Director Ronald E. Frieden

Management

Yes

For

Elect Director Richard M. Haverland

Management

Yes

For

Elect Director Thomas A. Hayes

Management

Yes

For

Elect Director L. Ben Lytle

Management

Yes

For

Elect Director Robert A. Spass

Management

Yes

For

Elect Director Robert F. Wright

Management

Yes

For

Amend Articles

Management

Yes

For

Longleaf Partners International Fund For the Period July 1, 2004 — June 30, 2005

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Bil International Ltd.

BRY SP

6338590

10/28/04

Adopt Financial Statements and Directors’ and Auditors’ Reports

Management

Yes

For

Declare First and Final Dividend of SGD 0.025 Per Share

Management

Yes

For

Reelect Kwek Leng San as Director

Management

Yes

For

Reelect Reggie Thein as Director

Management

Yes

For

Approve Directors’ Fees of $200,000 for the Year Ended June 30, 2004

Management

Yes

For

Reappoint KPMG Singapore as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

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

Management

Yes

For

Amend Bye-Laws

Management

Yes

For

Approve Issuance of Shares without Preemptive Rights

Management

Yes

For

Cemex S.A.

CEMEXCP

2406457

04/28/05

Accept Financial Statements and Statutory Reports for 2004

Management

Yes

For

Approve Allocation of Income; Set Maximum Amount for Share Repurchase

Management

Yes

For

Approve Variable Capital Increase Through Capitalization of Accumulated Profits Account

Management

Yes

For

Elect Management and Supervisory Board

Management

Yes

For

Approve Remuneration of Directors and Supervisory Board

Management

Yes

For

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

Management

Yes

For

Approve 1:2 Class A and B Shares Stock Split

Management

Yes

For

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

Management

Yes

For

Cemex S.A.

151290889

04/28/05

Management

Yes

For

PROPOSAL FOR THE ALLOCATION OF PROFITS AND THE MAXIMUM AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY SHARES.
PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE COMPANY IN ITS VARIABLE PORTION THROUGH CAPITALIZATION CHARGED AGAINST RETAINED EARNINGS, SUBMITTED FOR CONSIDERATION OF THE SHAREHOLDERS AT THE MEETING.

Management

Management

Yes

Yes

For

For

APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED FOR CONSIDERATION.

Management

Yes

For

COMPENSATION OF DIRECTORS AND STATUTORY AUDITORS, ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED FOR CONSIDERATION.

Management

Yes

For

APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.

Management

Yes

For

Management

Yes

For

APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.

Management

Yes

For

Diageo Plc

DGE LN

0237400

10/20/04

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend of 17 Pence Per Ordinary Share

Management

Yes

For

Re-elect Lord Hollick of Notting Hill as Director

Management

Yes

For

Re-elect Nick Rose as Director

Management

Yes

For

Re-elect Paul Walker as Director

Management

Yes

For

Elect Todd Stitzer as Director

Management

Yes

For

Elect Jon Symonds as Director

Management

Yes

For

Reappoint KPMG Audit Plc as Auditors and Authorise Board to Fix Remuneration of Auditors

Management

Yes

For

Authorise Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 44,234,986

Management

Yes

For

Amend Articles of Association Re: Treasury Shares

Management

Yes

For

Authorise 305,752,223 Shares for Market Purchase

Management

Yes

For

Amend Diageo Long Term Incentive Plan

Management

Yes

For

Amend Diageo Executive Share Option Plan

Management

Yes

For

Amend Discretionary Incentive Plan

Management

Yes

For

Amend Diageo 2001 Share Incentive Plan

Management

Yes

For

Amend Diageo UK Sharesave Scheme 2000

Management

Yes

For

Amend Diageo 1999 Irish Sharesave Scheme

Management

Yes

For

Amend Diageo Long Term Incentive Plan

Management

Yes

For

Ezaki Glico Co. Ltd.

2206 JP

6327703

06/29/05

Approve Allocation of Income, Including the Following Dividends: Interim JY 5, Final JY 5, Special JY 0

Management

Yes

For

Approve Retirement Bonus for Director

Management

Yes

For

Fairfax Financial Holdings Ltd.

FFH.SV

303901102

04/12/05

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

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Gendis Inc.

GDS

368684106

06/03/05

Accept Financial Statements and Statutory Reports

Management

Yes

For

Amend Bylaws Re: Eliminate Retirement Age for Directors

Management

Yes

For

Approve Transactions in Purchase Agreement with SAAN Stores Ltd. and G.K.P. Retail Investments Inc., Including Sale of All Shares of SAAN Stores

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

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

KDDI Corporation

9433 JP

6248990

06/24/05

Approve Allocation of Income, Including the Following Dividends: Interim JY 2400, Interim Special JY 1000, Final JY 3500

Management

Yes

For

Amend Articles to: Reduce Directors’ Term in Office — Authorize Public Announcements in Electronic Format

Management

Yes

For

Approve Executive Stock Option Plan

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Millea Holdings Inc.

8766 JP

6513126

06/28/05

Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 11000, Special JY 0

Management

Yes

For

Amend Articles to: Abolish Retirement Bonus System — Decrease Authorized Capital to Reflect Share Repurchase

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditors and Special Payments to Continuing Directors and Statutory Auditors in Connection with Abolition of Retirement Bonus System

Management

Yes

For

Approve Deep Discount Stock Option Plan

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

Molson Coors Brewing Co

TAP

60871R209

02/01/05

Amend Certificate of Incorporation

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Authorize a New Class of Common Stock

Management

Yes

For

Amend Certificate/Governance-Related

Management

Yes

For

Amend Certificate/Dividend Right

Management

Yes

For

Convert Form of Securities

Management

Yes

For

Convert Form of Securities

Management

Yes

For

Company Specific—Board-Related

Management

Yes

For

Amend Certificate/Increase or Decrease Authorized Class B Stock

Management

Yes

For

Directors May be Removed With/Without Cause

Management

Yes

For

05/11/05

Elect Director John E. Cleghorn

Management

Yes

For

Elect Director Charles M. Herington

Management

Yes

For

Elect Director David P. O’Brien

Management

Yes

For

News Corporation

NWS

65248E203

10/26/04

Elect KE Cowley as Director

Management

Yes

For

Elect DF DeVoe as Director

Management

Yes

For

Elect V Dinh as Director

Management

Yes

For

Elect PL Barnes as Director

Management

Yes

For

Elect JL Thornton as Director

Management

Yes

For

Approve Share Scheme

Management

Yes

For

Approve the Reduction of the Capital of the Company by the Cancellation of All of the Ordinary and Preferred Shares in the Company which will Take Effect on the Implementation of the Share Scheme

Management

Yes

For

RE-ELECTION OF MR. KE COWLEY, AS DIRECTOR.

Management

Yes

For

RE-ELECTION OF MR. DF DEVOE, AS DIRECTOR.

Management

Yes

For

ELECTION OF MR. V DINH, AS DIRECTOR.

Management

Yes

For

ELECTION OF MR. PL BARNES, AS DIRECTOR.

Management

Yes

For

ELECTION OF MR. JL THORNTON, AS DIRECTOR.

Management

Yes

For

SHARE SCHEME MEETING OF ORDINARY SHAREHOLDERS. APPROVAL OF THE SHARE SCHEME DESCRIBED IN THE INFORMATION MEMORANDUM.

Management

Yes

For

CAPITAL REDUCTION MEETING. APPROVAL OF THE CAPITAL REDUCTION BY CANCELLATION OF ALL SHARES IN THE COMPANY.

Management

Yes

For

IF YOU MARK THE AGAINST BOX, YOU WILL NOT VOTE AS REGISTERED LEGAL OWNER OF NEWSCORP SHARES AND YOUR VOTE WILL NOT BE COUNTED IN DETERMINING WHETHER THE SHARE SCHEME IS APPROVED BY A MAJORITY IN NUMBER OF SHAREHOLDERS VOTING AT THE MEETINGS.

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

6643380

06/29/05

Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 7.5, Special JY 0

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Deep Discount Stock Option Plan

Management

Yes

For

NTT DoCoMo Inc.

9437 JP

6129277

06/21/05

Approve Allocation of Income, Including the Following Dividends: Interim JY 1000, Final JY 1000, Special JY 0

Management

Yes

For

Authorize Share Repurchase Program

Management

Yes

For

Amend Articles to: Expand Business Lines — Reduce Maximum Board Size — Decrease Authorized Capital to Reflect Share Repurchase — Authorize Public Announcements in Electronic Format

Management

Yes

For

Elect Director

Management

Yes

For

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditor

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceiling for Directors

Management

Yes

For

Olympus Corp.

6658801

06/29/05

Approve Allocation of Income, Including the Following Dividends: Interim JY 7.50, Final JY 7.50, Special JY 0

Management

Yes

For

Amend Articles to: Reduce Maximum Board Size - Limit Outside Directors’ Legal Liability

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Approve Retirement Bonuses for Directors

Management

Yes

For

Koninklijke Philips
Electronics Nv

PHIA; PHG

5986622; 500472303

03/31/05

Open Meeting

Management

Yes

Approve Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Dividend and Reserve Policy (Non-Voting)

Management

Approve Dividend of EUR 0.40 ($0.52) Per Common Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Discussion of Corporate Governance Structure (Non-Voting)

Management

Amend Articles to Reflect Recommendations of Dutch Corporate Governance Code and Amendments to Book 2 of Dutch Civil Code

Management

Yes

For

Ratify KPMG Accountants NV as Auditors

Management

Yes

For

Reelect G. Kleisterlee as President and CEO and Member of Management Board

Management

Yes

For

Elect P. Sivignon to Management Board

Management

Yes

For

Reelect L. Schweitzer to Supervisory Board

Management

Yes

For

Elect N. Wong to Supervisory Board

Management

Yes

For

Elect J. Schiro to Supervisory Board

Management

Yes

For

Approve Remuneration of Supervisory Board

Management

Yes

For

Grant Board Authority to Issue Authorized Yet Unissued Shares up to 10% (20% in Connection with Merger or Acquisition) of Issued Shares Restricting/Excluding Preemptive Rights

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Other Business (Non-Voting)

Management

Close Meeting

Management

Yes

Renault

RNO

4712798

04/29/05

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 1.80 per Share

Management

Yes

For

Approve Special Auditors’ Report Regarding Related-Party Transactions

Management

Yes

For

Reelect Dominique de la Garanderie as Director

Management

Yes

For

Reelect Itaru Koeda as Director

Management

Yes

For

Reelect Louis Schweitzer as Director

Management

Yes

For

Approve Discharge of Pierre Alanche

Management

Yes

For

Acknowledge Auditor Report Re: Renumeration of Equity Loans

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

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

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares in Item 10 and to Amend Article of Association Accordingly

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 300 Million

Management

Yes

For

Authorize Capital Increase of Up to EUR 300 Million for Future Exchange Offers or Acquisitions

Management

Yes

For

Set Global Limit for Capital Increase to Result from All Issuance Requests at EUR 500 Million

Management

Yes

For

Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value

Management

Yes

For

Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Plan

Management

Yes

For

Amend Articles of Association to Increase Shareholding Disclosure Threshold to Two Percent

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Sky Perfect Communications Inc.

4795 JP

6290571

06/24/05

Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 750, Special JY 0

Management

Yes

For

Amend Articles to: Increase Authorized Capital from 3.2 Million to 9 Million Shares — Limit Outside Directors’ Legal Liability — Authorize Board to Vary AGM Record Date

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Approve Executive Stock Option Plan

Management

Yes

For

Vivendi Universal SA

EX.FP

4834777

04/28/05

Approve Financial Statements and Statutory Reports

Management

Yes

For

Accept Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Approve Special Auditors’ Report Regarding Related-Party Transactions

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 0.60 per Share

Management

Yes

For

Adopt Two-Tiered Board Structure

Management

Yes

For

Adopt New Articles of Asscociation

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion

Management

Yes

For

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million

Management

Yes

For

Authorize Board to Increase Capital in the Event of Demand Exceeding Amounts Proposed in Issuance Authority Above

Management

Yes

For

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

Management

Yes

For

Approve Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Plan

Management

Yes

For

Approve Stock Option Plan Grants

Management

Yes

For

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

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Elect Jean-Rene Fourtou as Supervisory Board Member

Management

Yes

For

Elect Claude Bebear as Supervisory Board Member

Management

Yes

For

Elect Gerard Bremond as Supervisory Board Member

Management

Yes

For

Elect Fernando Falco as Supervisory Board Member

Management

Yes

For

Elect Paul Fribourg as Supervisory Board Member

Management

Yes

For

Elect Gabriel Hawawini as Supervisory Board Member

Management

Yes

For

Elect Henri Lachmann as Supervisory Board Member

Management

Yes

For

Elect Pierre Rodocanachi as Supervisory Board Member

Management

Yes

For

Elect Karel Van Miert as Supervisory Board Member

Management

Yes

For

Elect Sarah Frank as Supervisory Board Member

Management

Yes

For

Elect Patrick Kron as Supervisory Board Member

Management

Yes

For

Elect Andrzej Olechowski as Supervisory Board Member

Management

Yes

For

Approve Remuneration of Directors in the Aggregate Amount of EUR 1.2 Million

Management

Yes

For

Ratify Salustro-Reydel as Auditor

Management

Yes

For

Ratify Jean-Claude Reydel as Alternate Auditor to Replace Hubert Luneau

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Amend Articles of Association Re: Voting Right Limitations

Management

Yes

Against

Willis Group Holdings Ltd

WSH

G96655108

04/29/05

Elect Director Gordon M. Bethune

Management

Yes

For

Elect Director William W. Bradley

Management

Yes

For

Elect Director Joseph A. Califano, Jr.

Management

Yes

For

Elect Director James R. Fisher

Management

Yes

For

Elect Director Perry Golkin

Management

Yes

For

Elect Director Paul M. Hazen

Management

Yes

For

Elect Director Wendy E. Lane

Management

Yes

For

Elect Director James F. Mccann

Management

Yes

For

Elect Director Scott C. Nuttall

Management

Yes

For

Elect Director Joseph J. Plumeri

Management

Yes

For

Elect Director Douglas B. Roberts

Management

Yes

For

Ratify Auditors

Management

Yes

For

AMENDMENTS TO THE 2001 SHARE PURCHASE AND OPTION PLAN: INCREASE IN THE NUMBER OF SHARES AVAILABLE

Management

Yes

For

AMENDMENTS TO THE 2001 SHARE PURCHASE AND OPTION PLAN: INCLUSION OF NON-EMPLOYEE DIRECTORS IN THE 2001 PLAN

Management

Yes

For

ADOPTION OF THE WILLIS GROUP SENIOR MANAGEMENT INCENTIVE PLAN

Management

Yes

For

AMENDMENTS TO THE COMPANY S BYE-LAWS: BYE-LAW 133(II), INCREASE IN MAXIMUM RECORD DATE PERIOD

Management

Yes

For

AMENDMENTS TO THE COMPANY S BYE-LAWS: BYE-LAW 149 SUBSTITUTION OF MAY WITH SHALL TO THE MAXIMUM EXTENT PERMITTED BY LAW

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

05/19/05

Declassify the Board of Directors

Management

Yes

For

��

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 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 David C. Novak

Management

Yes

For

Elect Director Andrall E. Pearson

Management

Yes

For

Elect Director Thomas M. Ryan

Management

Yes

For

Elect Director Jackie Trujillo

Management

Yes

For

Elect Director Robert J. Ulrich

Management

Yes

For

Elect Directors David W. Dorman, Massimo Ferragamo, Thomas M. Ryan, Robert Ulrich and Jonathan Linen

Management

Yes

For

Ratify Auditors

Management

Yes

For

Sustainability Report

Shareholder

Yes

For

Against

Prepare a Diversity Report

Shareholder

Yes

Against

For

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

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 25, 2005

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