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, 2006

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, 2005 to June 30, 2006

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

FedEx Corporation

FDX

31428X106

09/26/05

Elect Director James L. Barksdale

Management

Yes

For

Elect Director August A. Busch, IV

Management

Yes

For

Elect Director John A. Edwardson

Management

Yes

For

Elect Director Judith L. Estrin

Management

Yes

For

Elect Director J. Kenneth Glass

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 Charles T. Manatt

Management

Yes

For

Elect Director Frederick W. Smith

Management

Yes

For

Elect Director Joshua I. Smith

Management

Yes

For

Elect Director Paul S. Walsh

Management

Yes

For

Elect Director Peter S. Willmott

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Simple Majority Vote

Shareholder

Yes

Against

For

Report on Corporate Political Contributions

Shareholder

Yes

Against

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

Against

For

Vivendi SA (Formerly Vivendi Universal)

92851S204

04/20/06

Change Company Name to Vivendi and Amend Bylaws Accordingly

Management

Yes

For

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 1 per Share

Management

Yes

For

Reelect Fernando Falco y Fernandez de Cordova as Supervisory Board Member

Management

Yes

For

Reelect Gabriel Hawawini as Supervisory Board Member

Management

Yes

For

Ratify Barbier Frinault & Autres as Auditor

Management

Yes

For

Ratify Auditex as Alternate Auditor

Management

Yes

For

Authorize Share Repurchase Program of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Authorize Filling of Required Documents/Other Formalities

Management

Yes

For

Vivendi SA (Formerly Vivendi Universal)

VIV FP

4834777

04/20/06

Change Company Name to Vivendi and Amend Bylaws Accordingly

Management

Yes

For

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 1 per Share

Management

Yes

For

Reelect Fernando Falco y Fernandez de Cordova as Supervisory Board Member

Management

Yes

For

Reelect Gabriel Hawawini as Supervisory Board Member

Management

Yes

For

Ratify Barbier Frinault & Autres as Auditor

Management

Yes

For

Ratify Auditex as Alternate Auditor

Management

Yes

For

Authorize Share Repurchase Program of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Authorize Filling of Required Documents/Other Formalities

Management

Yes

For

The Walt Disney Company

DIS

254687106

03/10/06

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 Fred H. Langhammer

Management

Yes

For

Elect Director Aylin 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 John E. Pepper, Jr.

Management

Yes

For

Elect Director Orin C. Smith

Management

Yes

For

Elect Director Gary L. Wilson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Company-Specific — Shareholder Miscellaneous

Shareholder

Yes

Against

For

Report on Vendor Standards in China

Shareholder

Yes

Against

For

Vivendi SA (Formerly Vivendi Universal)

92851S204

04/27/06

TO APPROVE THE AMENDMENTS LISTED IN THE ENCLOSED REQUEST FOR WRITTEN APPROVAL BY OWNERS OF AMERICAN DEPOSITARY RECEIPTS (ADRS) TO AMEND THE DEPOSIT AGREEMENT.

Management

Yes

Against

Anheuser-Busch Companies, Inc.

BUD

035229103

04/26/06

Elect Director James J. Forese

Management

Yes

For

Elect Director Vernon R. Loucks, Jr.

Management

Yes

For

Elect Director Vilma S. Martinez

Management

Yes

For

Elect Director William Porter Payne

Management

Yes

For

Elect Director Edward E. Whitacre, Jr.

Management

Yes

For

Declassify the Board of Directors

Management

Yes

For

Approve Non-Employee Director Restricted Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Sprint Nextel Corp

852061100

04/18/06

Elect Director Keith J. Bane

Management

Yes

For

Elect Director Gordon M. Bethune

Management

Yes

For

Elect Director Timothy M. Donahue

Management

Yes

For

Elect Director Frank M. Drendel

Management

Yes

For

Elect Director Gary D. Forsee

Management

Yes

For

Elect Director James H. Hance, Jr.

Management

Yes

For

Elect Director V. Janet Hill

Management

Yes

For

Elect Director Irvine O. Hockaday, Jr

Management

Yes

For

Elect Director William E. Kennard

Management

Yes

For

Elect Director Linda Koch Lorimer

Management

Yes

For

Elect Director Stephanie M. Shern

Management

Yes

For

Elect Director William H. Swanson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Restore or Provide for Cumulative Voting

Shareholder

Yes

Against

For

Comcast Corp.

CMCSA

20030N101

05/18/06

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 J. Collins

Management

Yes

For

Elect Director J. Michael Cook

Management

Yes

For

Elect Director Jeffrey A. Honickman

Management

Yes

For

Elect Director Brian L. Roberts

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 Ralph J. Roberts

Management

Yes

For

Elect Director Judith Rodin

Management

Yes

For

Elect Director Michael I. Sovern

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Qualified Employee Stock Purchase Plan

Management

Yes

For

Amend Restricted Stock Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Put Repricing of Stock Options to Shareholder Vote

Shareholder

Yes

Against

For

Separate Chairman and CEO Positions

Shareholder

Yes

Against

For

Limit Executive Compensation

Shareholder

Yes

Against

For

Company-Specific-Adopt Recapitalization Plan

Shareholder

Yes

For

Against

Establish Other Board Committee

Shareholder

Yes

For

Against

Waste Management, Inc.*

WMI

94106L109

05/05/06

Elect Director Pastora San Juan Cafferty

Management

N/A

Elect Director Frank M. Clark, Jr.

Management

N/A

Elect Director Thomas I. Morgan

Management

N/A

Elect Director John C. Pope

Management

N/A

Elect Director W. Robert Reum

Management

N/A

Elect Director Steven G. Rothmeier

Management

N/A

Elect Director David P. Steiner

Management

N/A

Elect Director Thomas H. Weidemeyer

Management

N/A

Ratify Auditors

Management

N/A

Amend Qualified Employee Stock Purchase Plan

Management

N/A

* The Fund owned shares on the record date, and therefore was entitled to vote at the meeting, but elected not to vote because all shares had been sold by the meeting date.

Require a Majority Vote for the Election of Directors

Shareholder

N/A

Yum Brands, Inc.

YUM

988498101

05/18/06

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 Jackie Trujillo

Management

Yes

For

Elect Director Robert J. Ulrich

Management

Yes

For

Ratify Auditors

Management

Yes

For

Prepare a Diversity Report

Shareholder

Yes

Against

For

Implement MacBride Principles

Shareholder

Yes

Against

For

Label Genetically Modified Organisms (GMO)

Shareholder

Yes

Against

For

Report on Animal Welfare Standards

Shareholder

Yes

Against

For

Pioneer Natural Resources Co.

PXD

723787107

05/03/06

Elect Director Andrew D. Lundquist

Management

Yes

For

Elect Director Charles E. Ramsey, Jr.

Management

Yes

For

Elect Director Robert A. Solberg

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Cemex S.A.

151290889

04/27/06

PROPOSAL TO SPLIT EACH OF THE COMPANY’S ORDINARY COMMON SHARES SERIES A AND SERIES B SHARES AND AMEND ARTICLE 6 OF THE COMPANY’S BY-LAWS.

Management

Yes

For

PROPOSAL TO CHANGE THE COMPANY’S BY-LAWS.

Management

Yes

For

APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING AND THE CHANGES IN THE COMPANY S BY-LAWS OR ESTATUTOS SOCIALES, IF APPLICABLE.

Management

Yes

For

APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005.

Management

Yes

For

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.

Management

Yes

For

APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, AND PRESIDENT OF THE AUDIT COMMITTEE AND SOCIETAL PRACTICES.

Management

Yes

For

COMPENSATION OF DIRECTORS, STATUTORY AUDITORS AND AUDIT AND SOCIETAL PRACTICES COMMITTEE.

Management

Yes

For

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

Management

Yes

For

Cemex S.A.

CEMEXCP MM

2406457

04/27/06

Approve 1:2 Class A and B Shares Stock Split

Management

Yes

For

Amend Articles Re: Compliance with Mexican Securities Regulations Passed December 30 2005

Management

Yes

For

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

Management

Yes

For

Accept Financial Statements and Statutory Reports for 2005

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 Directors, Supervisory Board Members, and Chairman of the Audit and Corporate Practices Committee

Management

Yes

For

Approve Remuneration of Directors, Supervisory Board, and Audit and Corporate Practices Committee

Management

Yes

For

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

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

05/15/06

Elect Director Arun Netravali

Management

Yes

For

Elect Director John T. Reed

Management

Yes

For

Elect Director Michael B. Yanney

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Declassify the Board of Directors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Aon Corp.

AOC

037389103

05/19/06

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 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

Approve Executive Incentive Bonus Plan

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Liberty Media Holding Corp

530718105

05/09/06

Approve Formation of Holding Company

Management

Yes

For

Company Specific-Create Tracking Stock

Management

Yes

For

Approve Restructuring Plan

Management

Yes

For

Approve Restructuring Plan

Management

Yes

For

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Approve Restructuring Plan

Management

Yes

For

Elect Director Donne F. Fisher

Management

Yes

For

Elect Director Gregory B. Maffei

Management

Yes

For

Elect Director M. LaVoy Robison

Management

Yes

For

Ratify Auditors

Management

Yes

For

The DirecTV Group, Inc

DTV

25459L106

06/06/06

Elect Director Chase Carey

Management

Yes

For

Elect Director Peter F. Chernin

Management

Yes

For

Elect Director Peter A. Lund

Management

Yes

For

Elect Director Haim Saban

Management

Yes

For

Ratify Auditors

Management

Yes

For

General Motors Corp.

370442105

06/06/06

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 Eckhard Pfeiffer

Management

Yes

For

Elect Director G. Richard Wagoner, Jr.

Management

Yes

For

Elect Director Jerome B. York

Management

Yes

For

Ratify Auditors

Management

Yes

For

Limit Executive Compensation

Shareholder

Yes

Against

For

Report on Global Warming

Shareholder

Yes

Against

For

Separate Chairman and CEO Positions

Shareholder

Yes

For

Against

Claw-back of Payments under Restatements

Shareholder

Yes

For

Against

Restore or Provide for Cumulative Voting

Shareholder

Yes

For

Against

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Discovery Holdings Company

DISCA

25468Y107

05/31/06

Elect Director J. David Wargo

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

Against

Ratify Auditors

Management

Yes

For

Knight-Ridder, Inc.

KRI

499040103

06/26/06

Approve Merger Agreement

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Elect Directors Ronald D. Mc Cray

Management

Yes

For

Elect Directors Patricia Mitchell

Management

Yes

For

Elect Directors M. Kenneth Oshman

Management

Yes

For

Ratify Auditors

Management

Yes

For

Procedure for Future Sale or Disposition of Company Newspapers

Shareholder

Yes

Against

For

Diageo Plc

DGE LN

0237400

10/18/05

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend of 18.2 Pence Per Share

Management

Yes

For

Re-elect Lord Blyth of Rowington as Director

Management

Yes

For

Re-elect Maria Lilja as Director

Management

Yes

For

Re-elect William Shanahan as Director

Management

Yes

For

Elect Franz Humer as Director

Management

Yes

For

Reappoint KPMG Audit Plc as Auditors and Authorise the Board to Determine Their Remuneration

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP291,272,000

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP44,132,121

Management

Yes

For

Authorise 305,041,222 Ordinary Shares for Market Purchase

Management

Yes

For

Authorise the Company to Make EU Political Organisation Donations up to GBP200,000 and Incur EU Political Expenditure up to GBP200,000

Management

Yes

For

Adopt New Articles of Association

Management

Yes

For

Philips Electronics Nv

PHIA NA

5986622

03/30/06

Speech President (Non-Voting)

Management

N/A

Approve Financial Statements and Statutory Reports

Management

Yes

For

Explanation of Policy on Additions To Reserves and Dividends (Non-Voting)

Management

N/A

Approve Dividend of EUR 0.44 ($0.52)per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Elect T.W.H. van Deursen to Management Board

Management

Yes

For

Elect F.A. van Houten to Management Board

Management

Yes

For

Elect J.A. Karvinen to Management Board

Management

Yes

For

Elect R.S. Provoost to Management Board

Management

Yes

For

Elect A. Ragnetti to Management Board

Management

Yes

For

Reelect W. de Kleuver to Supervisory Board

Management

Yes

For

Reelect Richard Greenbury to Supervisory Board

Management

Yes

For

Proposal to Amend the Remuneration Policy for Management Board

Management

Yes

For

Proposal to Amend the Maximum Percentage of The Annual LTIP Pool-size To Be Allocated To Members of Management Board

Management

Yes

For

Cancellation of Shares Held by the Company

Management

Yes

For

Amend Articles to Reflect Changes in Capital

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 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

N/A

Nestle SA

NSRGY

641069406

04/06/06

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Discharge of Board and Senior Management

Management

Yes

For

Approve Allocation of Income and Dividends of CHF 9 per Share

Management

Yes

For

Approve CHF 2.8 Million Reduction in Share Capital

Management

Yes

For

Reelect Jean-Pierre Meyers as Director

Management

Yes

For

Reelect Andre Kudelski as Director

Management

Yes

For

Elect Naina Kidwai as Director

Management

Yes

For

Elect Jean-Rene Fourtou as Director

Management

Yes

For

Elect Steven Hoch as Director

Management

Yes

For

Amend Articles Re: Mandate Board to Draft Revised Articles; Waive Quorum Requirement and Reduce

Management

Yes

For

Supermajority Requirement for Adoption of Revised Articles at 2007 AGM or Later

NipponKoa Insurance Co.

8754 JP

6643380

06/28/06

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

Management

Yes

For

Amend Articles to: Decrease Maximum Board Size — Limit Rights of Odd-lot Holders — Update Terminology to Match that of New Corporate Law — Limit Liability of Non-executive Statutory Auditors

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 Amendment to Director Compensation Ceiling and Deep Discount Stock Option Plan for Directors

Management

Yes

For

Longleaf Partners Small Cap Fund For the Period July 1, 2005 to June 30, 2006

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

The Neiman Marcus Group, Inc.

NMG.A

640204301

08/16/05

Approve Merger Agreement

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Vail Resorts, Inc.

MTN

91879Q109

12/14/05

Elect Director Adam M. Aron

Management

Yes

For

Elect Director John J. Hannan

Management

Yes

For

Elect Director Roland A. Hernandez

Management

Yes

For

Elect Director Robert A. Katz

Management

Yes

For

Elect Director Joe R. Micheletto

Management

Yes

For

Elect Director John F. Sorte

Management

Yes

For

Elect Director William P. Stiritz

Management

Yes

For

Ratify Auditors

Management

Yes

For

Other Business

Management

Yes

For

Ruddick Corp.

RDK

781258108

02/16/06

Elect Director John R. Belk

Management

Yes

For

Elect Director James E. S. Hynes

Management

Yes

For

Elect Director Thomas W. Dickson

Management

Yes

For

Elect Director Harold C. Stowe

Management

Yes

For

Approve Outside Director Deferred Stock Plan

Management

Yes

For

Hollinger International, Inc.

HLR

435569108

01/24/06

Elect Director John F. Bard

Management

Yes

For

Elect Director Cyrus F. Freidheim, Jr.

Management

Yes

For

Elect Director John M. O’Brien

Management

Yes

For

Elect Director Gordon A. Paris

Management

Yes

For

Elect Director Graham W. Savage

Management

Yes

For

Elect Director Raymond G.H. Seitz

Management

Yes

For

Elect Director Raymond S. Troubh

Management

Yes

For

Potlatch Corp.

PCH

737630103

02/03/06

Approve Merger Agreement

Management

Yes

For

Adjourn Meeting

Management

Yes

For

Jacuzzi Brands, Inc.

JJZ

469865109

02/06/06

Elect Director Royall Victor, III

Management

Yes

For

Elect Director Thomas B. Waldin

Management

Yes

For

Ratify Auditors

Management

Yes

For

Fairfax Financial Holdings Ltd.

FFH.SV

303901102

05/11/06

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

Management

Yes

For

Appoint PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

PepsiAmericas, Inc.

PAS

71343P200

04/27/06

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

Ratify Auditors

Management

Yes

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Willis Group Holdings Ltd

WSH

G96655108

04/26/06

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 Eric G. Friberg

Management

Yes

For

Elect Director Sir Roy Gardner

Management

Yes

For

Elect Director Perry Golkin

Management

Yes

For

Elect Director Sir Jeremy Hanley

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 Joseph J. Plumeri

Management

Yes

For

Elect Director Douglas B. Roberts

Management

Yes

For

Ratify Auditors

Management

Yes

For

Hilb Rogal & Hobbs Co

HRH

431294107

05/02/06

Elect Director Robert W. Fiondella

Management

Yes

For

Elect Director Robert H. Hilb

Management

Yes

For

Elect Director Julious P. Smith, Jr.

Management

Yes

For

Elect Director Martin L. Vaughan, III

Management

Yes

For

Ratify Auditors

Management

Yes

For

Odyssey Re Holdings Corp.

ORH

67612W108

04/28/06

Elect Director V. Prem Watsa

Management

Yes

For

Elect Director James F. Dowd

Management

Yes

For

Elect Director Andrew A. Barnard

Management

Yes

For

Elect Director Frank B. Bennett

Management

Yes

For

Elect Director Peter M. Bennett

Management

Yes

For

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Samuel A. Mitchell

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director Paul M. Wolff

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

Pioneer Natural Resources Co.

PXD

723787107

05/03/06

Elect Director Andrew D. Lundquist

Management

Yes

For

Elect Director Charles E. Ramsey, Jr.

Management

Yes

For

Elect Director Robert A. Solberg

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

05/15/06

Elect Director Arun Netravali

Management

Yes

For

Elect Director John T. Reed

Management

Yes

For

Elect Director Michael B. Yanney

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Declassify the Board of Directors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Potlatch Corp.

PCH

737630103

05/08/06

Elect Director Boh A. Dickey

Management

Yes

For

Elect Director William L. Driscoll

Management

Yes

For

Elect Director Ruth Ann M. Gillis

Management

Yes

For

Elect Director Judith M. Runstad

Management

Yes

For

Ratify Auditors

Management

Yes

For

Hasbro, Inc.

HAS

418056107

05/25/06

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

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Elect Director John M. Connors, Jr.

Management

Yes

For

Elect Director Michael W.O. Garrett

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 Paula Stern

Management

Yes

For

Elect Director Alfred J. Verrecchia

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt ILO-Based Code of Conduct

Shareholder

Yes

Against

For

Everest Re Group LTD

G3223R108

05/23/06

Elect Director Martin Abrahams

Management

Yes

For

Elect Director John R. Dunne

Management

Yes

For

Elect Director John A. Weber

Management

Yes

For

Ratify Auditors

Management

Yes

For

TO APPROVE AN AMENDMENT TO THE EVEREST RE GROUP, LTD. 2002 STOCK INCENTIVE PLAN.

Management

Yes

For

Service Corporation International

SCI

817565104

05/11/06

Elect Director R.L. Waltrip

Management

Yes

For

Elect Director Anthony L. Coelho

Management

Yes

For

Elect Director A.J. Foyt, Jr.

Management

Yes

For

Elect Director Edward E. Williams

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Non-Employee Director Stock Option Plan

Management

Yes

For

IHOP Corp.

IHP

449623107

05/17/06

Elect Director H. Frederick Christie

Management

Yes

For

Elect Director Richard J. Dahl

Management

Yes

For

Elect Director Patrick W. Rose

Management

Yes

For

Ratify Auditors

Management

Yes

For

U.S.I. Holding Corp

USIH

90333H101

05/24/06

Elect Director William L. Atwell

Management

Yes

For

Elect Director David L. Eslick

Management

Yes

For

Elect Director Ronald E. Frieden

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 Executive Incentive Bonus Plan

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Saks Incorporated

SKS

79377W108

06/07/06

Elect Director Ronald de Waal

Management

Yes

For

Elect Director R. Brad Martin

Management

Yes

For

Elect Director C. Warren Neel

Management

Yes

For

Elect Director Marguerite W. Sallee

Management

Yes

For

Elect Director Christopher J. Stadler

Management

Yes

For

Ratify Auditors

Management

Yes

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

Discovery Holdings Company

DISCA

25468Y107

05/31/06

Elect Director J. David Wargo

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

Against

Ratify Auditors

Management

Yes

For

Molson Coors Brewing Co

TAP

60871R209

05/17/06

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

Hollinger International, Inc.*

HLR

435569108

06/13/06

Elect Director John F. Bard

Management

N/A

Elect Director Stanley M. Beck

Management

N/A

Elect Director Randall C. Benson

Management

N/A

Elect Director Cyrus F. Freidheim, Jr.

Management

N/A

Elect Director John M. O’Brien

Management

N/A

Elect Director Gordon A. Paris

Management

N/A

Elect Director Graham W. Savage

Management

N/A

Elect Director Raymond G.H. Seitz

Management

N/A

Elect Director Raymond S. Troubh

Management

N/A

Change Company Name

Management

N/A

* The Fund owned shares on the record date, and therefore was entitled to vote at the meeting, but elected not to vote because all shares had been sold by the meeting date.

Approve Executive Incentive Bonus Plan

Management

N/A

Olympus Corp.

7733 JP

6658801

06/29/06

Approve Allocation of Income, Including the Following Dividends: Interim JY 7.5, Final JY 14.5, Special JY 0

Management

Yes

For

Amend Articles to: Authorize Public Announcements in Electronic Format — Update Terminology to Match that of New Corporate Law - Limit Liability of Statutory Auditors

Management

Yes

For

Amend Articles to: Allow the Company to Adopt Advance Warning-Type Takeover Defense Plan with Shareholder Approval

Management

Yes

Against

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Alternate Internal Statutory Auditor

Management

Yes

For

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

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceilings for Directors and Statutory Auditors

Management

Yes

For

Adopt Advance Warning-Type Takeover Defense

Management

Yes

Against

Longleaf Partners International Fund For the Period July 1, 2005 to June 30, 2006

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

News Corporation

NWS

65248E203

10/21/05

Elect Director Chase Carey

Management

Yes

For

Elect Director Peter Chernin

Management

Yes

For

Elect Director Roderick I. Eddington

Management

Yes

For

Elect Director S.B. Knight

Management

Yes

For

Ratify Auditors

Management

Yes

For

Issue Shares of Common Stock to A.E. Harris Trust-Lieu of Cash

Management

Yes

For

Approve Increase in Aggregate Compensation Ceiling for Directors

Management

Yes

For

Fairfax Financial Holdings Ltd.

FFH.SV

303901102

05/11/06

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

Management

Yes

For

Appoint PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Willis Group Holdings Ltd.

WSH

G96655108

04/26/06

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 Eric G. Friberg

Management

Yes

For

Elect Director Sir Roy Gardner

Management

Yes

For

Elect Director Perry Golkin

Management

Yes

For

Elect Director Sir Jeremy Hanley

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 Joseph J. Plumeri

Management

Yes

For

Elect Director Douglas B. Roberts

Management

Yes

For

Ratify Auditors

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

05/18/06

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 Jackie Trujillo

Management

Yes

For

Elect Director Robert J. Ulrich

Management

Yes

For

Ratify Auditors

Management

Yes

For

Prepare a Diversity Report

Shareholder

Yes

Against

For

Implement MacBride Principles

Shareholder

Yes

Against

For

Label Genetically Modified Organisms (GMO)

Shareholder

Yes

Against

For

Report on Animal Welfare Standards

Shareholder

Yes

Against

For

Cemex S.A.

151290889

04/27/06

PROPOSAL TO SPLIT EACH OF THE COMPANY’S ORDINARY COMMON SHARES SERIES A AND SERIES B SHARES AND AMEND ARTICLE 6 OF THE COMPANY’S BY-LAWS.

Management

Yes

For

PROPOSAL TO CHANGE THE COMPANY S BY-LAWS.

Management

Yes

For

APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING AND THE CHANGES IN THE COMPANY’S BY-LAWS OR ESTATUTOS SOCIALES, IF APPLICABLE

Management

Yes

For

APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005.

Management

Yes

For

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.

Management

Yes

For

APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, AND PRESIDENT OF THE AUDIT COMMITTEE AND SOCIETAL PRACTICES.

Management

Yes

For

COMPENSATION OF DIRECTORS, STATUTORY AUDITORS AND AUDIT AND SOCIETAL PRACTICES COMMITTEE.

Management

Yes

For

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

Management

Yes

For

Molson Coors Brewing Co

TAP

60871R209

05/17/06

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

Diageo Plc

DGE LN

0237400

10/18/05

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Approve Final Dividend of 18.2 Pence Per Share

Management

Yes

For

Re-elect Lord Blyth of Rowington as Director

Management

Yes

For

Re-elect Maria Lilja as Director

Management

Yes

For

Re-elect William Shanahan as Director

Management

Yes

For

Elect Franz Humer as Director

Management

Yes

For

Reappoint KPMG Audit Plc as Auditors and Authorise the Board to Determine Their Remuneration

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP291,272,000

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP44,132,121

Management

Yes

For

Authorise 305,041,222 Ordinary Shares for Market Purchase

Management

Yes

For

Authorise the Company to Make EU Political Organisation Donations up to GBP200,000 and Incur EU Political Expenditure up to GBP200,000

Management

Yes

For

Adopt New Articles of Association

Management

Yes

For

Philips Electronics Nv

PHIA NA

5986622

03/30/06

Speech President (Non Voting)

Management

N/A

Approve Financial Statements and Statutory Reports

Management

Yes

For

Explanation of Policy on Additions To Reserves and Dividends (Non Voting)

Management

N/A

Approve Dividend of EUR 0.44 ($0.52)per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Elect T.W.H. van Deursen to Management Board

Management

Yes

For

Elect F.A. van Houten to Management Board

Management

Yes

For

Elect J.A. Karvinen to Management Board

Management

Yes

For

Elect R.S. Provoost to Management Board

Management

Yes

For

Elect A. Ragnetti to Management Board

Management

Yes

For

Reelect W. de Kleuver to Supervisory Board

Management

Yes

For

Reelect Richard Greenbury to Supervisory Board

Management

Yes

For

Proposal to Amend the Remuneration Policy for Management Board

Management

Yes

For

Proposal to Amend the Maximum Percentage of The Annual LTIP Pool-size To Be Allocated To Members of Management Board

Management

Yes

For

Cancellation of Shares Held by the Company

Management

Yes

For

Amend Articles to Reflect Changes in Capital

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 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

N/A

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

British Sky Broadcasting Group Plc

BSY LN

0141192

11/04/05

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend of 5 Pence Per Share

Management

Yes

For

Re-elect David Evans as Director

Management

Yes

For

Re-elect Allan Leighton as Director

Management

Yes

For

Re-elect Lord Wilson of Dinton as Director

Management

Yes

For

Re-elect Rupert Murdoch as Director

Management

Yes

For

Re-elect David DeVoe as Director

Management

Yes

For

Re-elect Arthur Siskind as Director

Management

Yes

For

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

Management

Yes

For

Approve Remuneration Report

Management

Yes

For

Authorise the Company to Make EU Political Organisation Donations up to GBP100,000 and Incur EU Political Expenditure up to GBP100,000

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP304,000,000

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP46,000,000

Management

Yes

For

Authorise 92,000,000 Ordinary Shares for Market Purchase

Management

Yes

For

Approve Waiver on Tender-Bid Requirement

Management

Yes

For

Amend Articles of Association Re: Indemnification

Management

Yes

For

Amend Memorandum of Association; and Amend Articles of Association Re: Broadcasting Legislation

Management

Yes

For

Vivendi SA (Formerly Vivendi Universal)

VIV FP

4834777

04/20/06

Change Company Name to Vivendi and Amend Bylaws Accordingly

Management

Yes

For

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 1 per Share

Management

Yes

For

Reelect Fernando Falco y Fernandez de Cordova as Supervisory Board Member

Management

Yes

For

Reelect Gabriel Hawawini as Supervisory Board Member

Management

Yes

For

Ratify Barbier Frinault & Autres as Auditor

Management

Yes

For

Ratify Auditex as Alternate Auditor

Management

Yes

For

Authorize Share Repurchase Program of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Authorize Filling of Required Documents/Other Formalities

Management

Yes

For

Nestle SA

NESN VX

7123870

04/06/06

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Discharge of Board and Senior Management

Management

Yes

For

Approve Allocation of Income and Dividends of CHF 9 per Share

Management

Yes

For

Approve CHF 2.8 Million Reduction in Share Capital

Management

Yes

For

Reelect Jean-Pierre Meyers as Director

Management

Yes

For

Reelect Andre Kudelski as Director

Management

Yes

For

Elect Naina Kidwai as Director

Management

Yes

For

Elect Jean-Rene Fourtou as Director

Management

Yes

For

Elect Steven Hoch as Director

Management

Yes

For

Amend Articles Re: Mandate Board to Draft Revised Articles; Waive Quorum Requirement and Reduce Supermajority Requirement for Adoption of Revised Articles at 2007 AGM or Later

Management

Yes

For

Renault

RNO FP

4712798

05/04/06

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 2.40 per Share

Management

Yes

For

Approve Special Auditors’ Report Regarding Related-Party Transactions

Management

Yes

For

Reelect Carlos Ghosn as Director

Management

Yes

For

Reelect Marc Ladreit de Lacharriere as Director

Management

Yes

For

Reelect Jean-Claude Paye as Director

Management

Yes

For

Reelect Franck Riboud as Director

Management

Yes

For

Elect Hiroto Saikawa as Director

Management

Yes

For

Approve Discharge of Francois Pinault

Management

Yes

For

Acknowledge Auditor Report Re: Remuneration of Equity Loans

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Approve Stock Option Plans Grants

Management

Yes

For

Authorize up to 0.53 Percent of Issued Capital for Use in Restricted Stock Plan

Management

Yes

For

Amend Articles of Association Re: Attend Board Meetings by Way of Telecommunication

Management

Yes

For

Amend Articles of Association to Reflect Legal Changes

Management

Yes

For

Amend Articles of Association to Reflect Legal Changes

Management

Yes

For

Authorize Filling of Required Documents/Other Formalities

Management

Yes

For

NTT DoCoMo Inc.

9437 JP

6129277

06/20/06

Approve Allocation of Income, Including the Following Dividends: Interim JY 2000, Final JY 2000, Special JY 0

Management

Yes

For

Authorize Share Repurchase Program

Management

Yes

For

Amend Articles to: Expand Business Lines — Decrease Authorized Capital to Reflect Share Repurchase — Limit Liability of Directors and Statutory Auditors — Update Terminology to Match that of New Corporate Law

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

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

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceilings for Directors and Statutory Auditors

Management

Yes

For

KDDI Corporation

9433 JP

6248990

06/15/06

Approve Allocation of Income, Including the Following Dividends: Interim JY 3500, Final JY 4500, Special JY 0

Management

Yes

For

Amend Articles to: Update Terminology to Match that of New Corporate Law

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

Ticker

Meeting

Fund’s

For or Against

Issuer of Security

Symbol

CUSIP

Date

Matter Voted

Proposed By

Vote Cast

Vote

Management

Approve Director Stock Option Plan

Management

Yes

For

Approve Executive Stock Option Plan

Management

Yes

For

Sky Perfect Communications Inc.*

4795 JP

6290571

06/27/06

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

Management

N/A

Amend Articles to: Lower Quorum Requirement for Special Business — Update Terminology to Match that of New Corporate Law — Limit Liability of Non-executive Statutory Auditors

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Elect Director

Management

N/A

Appoint Alternate Internal Statutory Auditor

Management

N/A

Approve Retirement Bonus for Director

Management

N/A

* The Fund owned shares on the record date, and therefore was entitled to vote at the meeting, but elected not to vote because all shares had been sold by the meeting date.

Approve Stock Option Plan for Directors

Management

N/A

Millea Holdings Inc.

8766 JP

6513126

06/28/06

Approve Allocation of Income, Including the Following Dividends: Interim JY 0, Final JY 15000, Special JY 0

Management

Yes

For

Amend Articles to: Adjust Authorized Capital to Reflect Share Repurchase and Stock Split — Limit Liability of Non-Executive Directors and Statutory Auditors — Limit Rights of Odd-Lot Holders — Adjust Share Trading Unit to Reflect Stock Split

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 Deep Discount Stock Option Plan

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

6643380

06/28/06

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

Management

Yes

For

Amend Articles to: Decrease Maximum Board Size — Limit Rights of Odd-lot Holders — Update Terminology to Match that of New Corporate Law — Limit Liability of Non-executive Statutory Auditors

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 Amendment to Director Compensation Ceiling and Deep Discount Stock Option Plan for Directors

Management

Yes

For

Olympus Corp.

7733 JP

6658801

06/29/06

Approve Allocation of Income, Including the Following Dividends: Interim JY 7.5, Final JY 14.5,
Special JY 0

Management

Yes

For

Amend Articles to: Authorize Public Announcements in Electronic Format — Update Terminology to Match that of New Corporate Law — Limit Liability of Statutory Auditors

Management

Yes

For

Amend Articles to: Allow the Company to Adopt Advance Warning-Type Takeover Defense Plan with Shareholder Approval

Management

Yes

Against

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Alternate Internal Statutory Auditor

Management

Yes

For

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

Management

Yes

For

Approve Adjustment to Aggregate Compensation Ceilings for Directors and Statutory Auditors

Management

Yes

For

Adopt Advance Warning-Type Takeover Defense

Management

Yes

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 29, 2006

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