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, 2007

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, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Dell Inc.

DELL

24702R101

07/21/06

Elect Director Donald J. Carty

Management

Yes

For

Elect Director Michael S. Dell

Management

Yes

For

Elect Director William H. Gray, III

Management

Yes

For

Elect Director Sallie L. Krawcheck

Management

Yes

For

Elect Director Alan (A.G.) Lafley

Management

Yes

For

Elect Director Judy C. Lewent

Management

Yes

For

Elect Director Klaus S. Luft

Management

Yes

For

Elect Director Alex J. Mandl

Management

Yes

For

Elect Director Michael A. Miles

Management

Yes

For

Elect Director Samuel A. Nunn, Jr.

Management

Yes

For

Elect Director Kevin B. Rollins

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt ILO-Based Code of Conduct

Shareholder

Yes

Against

For

Compensation Company Specific--Declaration of Dividend

Shareholder

Yes

Against

For

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

151290889

08/31/06

Approve project modifying issuance deed of the certificates denominated CEMEX.CPO, and the Trust Agreement 111033-9, as CEMEX

Management

Yes

For

Telephone and Data Systems, Inc.

TDS

879433100

09/12/06

Elect Director C.D. O'Leary

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

Elect Director C.D. O'Leary

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

FedEx Corporation

FDX

31428X106

09/25/06

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 Steven R. Loranger

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

Reduce Supermajority Vote Requirement

Management

Yes

For

Ratify Auditors

Management

Yes

For

Report on Environmental Policy

Shareholder

Yes

Against

For

Require a Majority Vote for the Election of Directors

Shareholder

Yes

For

Against

Philips Electronics Nv

PHG

500472303

10/25/06

Cancel Company Treasury Shares

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Cancel Additional Company Treasury Shares

Management

Yes

For

Authorize Additional Share Repurchase Program

Management

Yes

For

Cancel Company Treasury Shares

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Cancel Additional Company Treasury Shares

Management

Yes

For

Authorize Additional Share Repurchase Program

Management

Yes

For

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

151290889

12/07/06

Consideration and authorization of a transaction, after report by the CEO and opinion of the Board of Directors

Management

Yes

For

CEMEXCPMM

2406457

Discuss and Authorize a Corporate Transaction after Report of the CEO and the Opinion of the Board of Directors

Management

Yes

For

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

Management

Yes

For

The Walt Disney Company

DIS

254687106

03/08/07

Elect Director John E. Bryson

Management

Yes

For

Elect Director John S. Chen

Management

Yes

For

Elect Director Judith L. Estrin

Management

Yes

For

Elect Director Robert A. Iger

Management

Yes

For

Elect Director Steven P. Jobs

Management

Yes

For

Elect Director Fred H. Langhammer

Management

Yes

For

Elect Director Aylwin B. Lewis

Management

Yes

For

Elect Director Monica C. Lozano

Management

Yes

For

Elect Director Robert W. Matschullat

Management

Yes

For

Elect Director John E. Pepper, Jr.

Management

Yes

For

Elect Director Orin C. Smith

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

No Greenmail payments

Shareholder

Yes

Against

For

Approve/Amend Terms of Existing Poison Pill

Shareholder

Yes

Against

For

Philips Electronics Nv

PHG, PHIA NA

500472303

03/29/07

President's Speech

Management

N/A

PHIA NA

5986622

Approve Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Company's Reserves and Dividend Policy

Management

N/A

Approve Allocation of Income and Dividends of EUR 0.60 per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Longleaf Partners Fund

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Approve Discharge of Supervisory Board

Management

Yes

For

Reelect G.J. Kleisterlee to Management Board

Management

Yes

For

Reelect G.H.A Dutine to Management Board

Management

Yes

For

Elect S.H. Rusckowski to Management Board

Management

Yes

For

Reelect J-M Hessels to Supervisory Board

Management

Yes

For

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

Management

Yes

For

Reelect J.M. Thompson to Supervisory Board

Management

Yes

For

Elect H. von Prondzynski to Supervisory Board

Management

Yes

For

Proposal to Amend the Long-Term Incentive Plan

Management

Yes

For

Proposal to Amend the Renumeration Policy of Management Board

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

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 7a

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Other Business (Non-Voting)

Management

N/A

Vivendi SA

VIV FP

4834777

04/19/07

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve 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 1.20 per Share

Management

Yes

For

Ratify Appointment of Mehdi Dazi as Supervisory Board Member

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

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

Management

Yes

Against

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

Management

Yes

Against

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

Management

Yes

For

Approve Employee Savings-Related Share Purchase Plan

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Amend Articles Board Related: Election of Employee Representative to the Supervisory Board

Management

Yes

For

Amend Articles: Attend Supervisory Board and Management Board Meetings Through Videoconference and Telecom

Management

Yes

For

Amend Articles of Association Re: Record Date

Management

Yes

For

Amend Articles of Association Re: Disclosure Threshold Requirements

Management

Yes

For

Amend Articles of Association Re: Voting Rights

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

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

151290889

04/26/07

Accept Financial Statements and Statutory Reports for 2006 Fiscal Year

Management

Yes

For

Approve Allocation of Income; Set Aggregate Nominal Amount of Share Repurchase

Management

Yes

For

Authorize Increase in Variable Portion of Capital via Capitalization of Accumulated Profits Account

Management

Yes

For

Elect Board Members; Elect Members and Chairman of Both Audit and Corporate Practices Committee

Management

Yes

For

Approve Remuneration of Directors and Members of the Board Committees

Management

Yes

For

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

Management

Yes

For

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

CEMEXCPMM

2406457

04/26/07

Accept Financial Statements and Statutory Reports for 2006 Fiscal Year

Management

Yes

For

Approve Allocation of Income; Set Aggregate Nominal Amount of Share Repurchase

Management

Yes

For

Authorize Increase in Variable Portion of Capital via Capitalization of Accumulated Profits Account

Management

Yes

For

Elect Board Members; Elect Members and Chairman of Both Audit and Corporate Practices Committee

Management

Yes

For

Approve Remuneration of Directors and Members of the Board Committees

Management

Yes

For

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

Management

Yes

For

Discovery Holdings Company

DISCA

25468Y107

05/01/07

Elect Director Paul A. Gould

Management

Yes

For

Elect Director M. LaVoy Robinson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Liberty Media Holding Corp

LINTA

53071M104

05/01/07

Approve Omnibus Stock Plan

Management

Yes

Against

LCAPA

53071M302

Elect Director Robert R. Bennett

Management

Yes

For

Elect Director Paul A. Gould

Management

Yes

For

Elect Director John C. Malone

Management

Yes

For

Ratify Auditors

Management

Yes

For

Sprint Nextel Corp

852061100

05/08/07

Elect Director Keith J. Bane

Management

Yes

For

Elect Director Robert R. Bennett

Management

Yes

For

Elect Director Gordon M. Bethune

Management

Yes

For

Elect Director Frank M. Drendel

Management

Yes

For

Elect Director Gary D. Forsee

Management

Yes

Against

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

Against

Elect Director Linda Koch Lorimer

Management

Yes

For

Elect Director William H. Swanson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers' Compensation

Shareholder

Yes

Against

For

Pioneer Natural Resources Co.

PXD

723787107

05/16/07

Elect Director R. Hartwell Gardner

Management

Yes

For

Elect Director Linda K. Lawson

Management

Yes

For

Elect Director Frank A. Risch

Management

Yes

For

Elect Director Mark S. Sexton

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Qualified Employee Stock Purchase Plan

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

05/17/07

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

Longleaf Partners Fund

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

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

Ratify Auditors

Management

Yes

For

Adopt MacBride Principles

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Pay For Superior Performance

Shareholder

Yes

Against

For

Submit Severance Agreement (Change in Control) to shareholder Vote

Shareholder

Yes

For

Against

Report on Sustainable Fish/Seafood Sourcing Policies

Shareholder

Yes

Against

For

Report on Animal Welfare Policies

Shareholder

Yes

Against

For

Aon Corp.

AOC

037389103

05/18/07

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

Level 3 Communications, Inc.

LVLT

52729N100

05/24/07

Elect Director Walter Scott, Jr.

Management

Yes

For

Elect Director James Q. Crowe

Management

Yes

For

Elect Director Robert E. Julian

Management

Yes

For

Elect Director Arun Netravali

Management

Yes

For

Elect Director John T. Reed

Management

Yes

For

Elect Director Michael B. Yanney

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Other Business

Management

Yes

For

Amend Vote Requirements to Amend Articles/Bylaws/Charter

Shareholder

Yes

Against

For

The DirecTV Group, Inc

DTV

25459L106

06/05/07

Elect Director Neil R. Austrian

Management

Yes

For

Elect Director Charles R. Lee

Management

Yes

For

Elect Director K. Rupert Murdoch

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Executive Incentive Bonus Plan

Management

Yes

For

General Motors Corp.

370442105

06/05/07

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 Erroll B. Davis, Jr.

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 Kathryn V. Marinello

Management

Yes

For

Elect Director Eckhard Pfeiffer

Management

Yes

For

Elect Director G. Richard Wagoner, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Publish Political Contributions

Shareholder

Yes

Against

For

Limit on Directorships of Board Members

Shareholder

Yes

Against

For

Adopt Greenhouse Gas Emissions Goals

Shareholder

Yes

Against

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

Approve Terms of Existing Poison Pill

Shareholder

Yes

Against

For

Amend Articles/Bylaws/Charter — Call Special Meetings

Shareholder

Yes

Against

For

Performance-Based and/or Time-Based Equity Awards

Shareholder

Yes

Against

For

Claw-back of Payments under Restatements

Shareholder

Yes

Against

For

Optimize the Size of Board

Shareholder

Yes

Against

For

Adopt Simple Majority Vote

Shareholder

Yes

Against

For

Chesapeake Energy Corp.

CHK

165167107

06/08/07

Elect Director Frank Keating

Management

Yes

For

Elect Director Merrill A. Miller, Jr.

Management

Yes

For

Elect Director Frederick B. Whittemore

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Non-Employee Director Stock Option Plan

Management

Yes

For

eBay Inc.

EBAY

278642103

06/14/07

Elect Director Philippe Bourguignon

Management

Yes

For

Elect Director Thomas J. Tierney

Management

Yes

For

Elect Director Margaret C. Whitman

Management

Yes

For

Longleaf Partners Fund

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Amend Omnibus Stock Plan

Management

Yes

For

Amend Qualified Employee Stock Purchase Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

6643380

06/27/07

Approve Allocation of Income, with a Final Dividend of JY 7.5

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 Appointment of External Audit Firm

Management

Yes

For

LongLeaf Partners Small Cap

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Texas Industries, Inc.

TXI

882491103

10/17/06

Elect Director Gordon E. Forward

Management

Yes

For

Elect Director Keith W. Hughes

Management

Yes

For

Elect Director Henry H. Mauz, Jr.

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Other Business

Management

Yes

For

IDT Corp.

IDT.C

448947101

12/14/06

Elect Director Alan Claman

Management

Yes

For

IDT

448947309

Elect Director James A. Courter

Management

Yes

For

Elect Director Howard S. Jonas

Management

Yes

For

Elect Director Marc E. Knoller

Management

Yes

For

Elect Director James R. Mellor

Management

Yes

For

Elect Director Marc J. Oppenheimer

Management

Yes

For

Elect Director Judah Schorr

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Amend Qualified Employee Stock Purchase Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Vail Resorts, Inc.

MTN

91879Q109

01/04/07

Elect Director John J. Hannan

Management

Yes

For

Elect Director Roland A. Hernandez

Management

Yes

For

Elect Director Thomas D. Hyde

Management

Yes

For

Elect Director Robert A. Katz

Management

Yes

For

Elect Director Richard D. Kincaid

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

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Other Business

Management

Yes

For

Jacuzzi Brands, Inc.

JJZ

469865109

01/25/07

Approve Merger Agreement

Management

Yes

Against

Elect Director Alex P. Marini

Management

Yes

For

Elect Director Claudia E. Morf

Management

Yes

Withhold

Against

Elect Director Robert R. Womack

Management

Yes

Withhold

Against

Ratify Auditor

Management

Yes

For

Adjourn Meeting

Management

Yes

Against

Fair Isaac Corp.

FIC

303250104

02/12/07

Elect Director A. George Battle

Management

Yes

For

Elect Director Andrew Cecere

Management

Yes

For

Elect Director Tony J. Christianson

Management

Yes

For

Elect Director Guy R. Henshaw

Management

Yes

For

Elect Director Alex W. Hart

Management

Yes

For

Elect Director Margaret L. Taylor

Management

Yes

For

Elect Director William J. Lansing

Management

Yes

For

Ratify Auditors

Management

Yes

For

Ruddick Corp.

RDK

781258108

02/15/07

Elect Director Alan T. Dickson

Management

Yes

For

Elect Director Anna Spangler Nelson

Management

Yes

For

Elect Director Bailey W. Patrick

Management

Yes

For

Elect Director Robert H. Spilman, Jr.

Management

Yes

For

Approve/Amend Executive Incentive Bonus Plan

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Willis Group Holdings Inc.

WSH

G96655108

04/25/07

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 ANNA C. CATALANO

Management

Yes

For

Elect Director ERIC G. FRIBERG

Management

Yes

For

Elect Director SIR ROY GARDNER

Management

Yes

For

Elect Director SIR JEREMY HANLEY

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

Odyssey Re Holdings Corp.

ORH

67612W108

04/25/07

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 Peter M. Bennett

Management

Yes

For

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Patrick W. Kenny

Management

Yes

For

Elect Director Bradley P. Martin

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director Paul M. Wolff

Management

Yes

For

Wendy’s International, Inc.

WEN

950590109

04/26/07

Elect Director Janet Hill

Management

Yes

For

Elect Director John R. Thompson

Management

Yes

For

Elect Director J. Randolph Lewis

Management

Yes

For

Elect Director Stuart I. Oran

Management

Yes

For

Ratify Auditors

Management

Yes

For

LongLeaf Partners Small Cap

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Approve Executive Incentive Bonus Plan

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Label Genetically Modified Organisms

Shareholder

Yes

Against

For

Prepare Sustainability Report

Shareholder

Yes

Against

For

Report on Animal Welfare Standards

Shareholder

Yes

Against

For

PepsiAmericas, Inc.

PAS

71343P200

04/26/07

Elect Director Herbert M. Baum

Management

Yes

For

Elect Director Richard G. Cline

Management

Yes

For

Elect Director Michael J. Corliss

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 Deborah E. Powell, M.D.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Hilb Rogal & Hobbs Co

HRH

431294107

05/01/07

Elect Director Anthony F. Markel

Management

Yes

For

Elect Director Scott R. Royster

Management

Yes

For

Elect Director Robert S. Ukrop

Management

Yes

For

Approve Director and Officer Indemnification/Liability Provisions

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Discovery Holdings Company

DISCA

25468Y107

05/01/07

Elect Director Paul A. Gould

Management

Yes

For

Elect Director M. LaVoy Robinson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Potlatch Corp.

PCH

737630103

05/07/07

Elect Director Michael J. Covey

Management

Yes

For

Elect Director Gregory L. Quesnel

Management

Yes

For

Elect Director Michael T. Riordan

Management

Yes

For

Ratify Auditors

Management

Yes

For

IHOP Corp.

IHP

449623107

05/08/07

Elect Director Frank Edelstein

Management

Yes

For

Elect Director Caroline W. Nahas

Management

Yes

For

Elect Director Gilbert T. Ray

Management

Yes

For

Ratify Auditors

Management

Yes

For

Service Corporation International

SCI

817565104

05/09/07

Elect Director Alan R. Buckwalter, III

Management

Yes

For

Elect Director Victor L. Lund

Management

Yes

For

Elect Director John W. Mecom, Jr.

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Pioneer Natural Resources Co.

PXD

723787107

05/16/07

Elect Director R. Hartwell Gardner

Management

Yes

For

Elect Director Linda K. Lawson

Management

Yes

For

Elect Director Frank A. Risch

Management

Yes

For

Elect Director Mark S. Sexton

Management

Yes

For

Ratify Auditors

Management

Yes

For

Approve Qualified Employee Stock Purchase Plan

Management

Yes

For

Everest Re Group LTD

G3223R108

05/23/07

Elect Director Kenneth J. Duffy

Management

Yes

For

Elect Director Joseph V. Taranto

Management

Yes

For

Appoint Auditors

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

05/24/07

Elect Director Walter Scott, Jr.

Management

Yes

For

Elect Director James Q. Crowe

Management

Yes

For

Elect Director Robert E. Julian

Management

Yes

For

Elect Director Arun Netravali

Management

Yes

For

Elect Director John T. Reed

Management

Yes

For

Elect Director Michael B. Yanney

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Other Business

Management

Yes

For

Amend Vote Requirements to Amend Articles/Bylaws/Charter

Shareholder

Yes

Against

For

Olympus Corp.

7733 JP

6658801

06/28/07

Approve Allocation of Income, with a Final Dividend of JY 24

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

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Alternate Internal Statutory Auditor

Management

Yes

For

Fairfax Financial Holdings Limited

FFH

303901102

4/18/2007

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Robert J. Gunn

Management

Yes

For

LongLeaf Partners Small Cap

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Elect Director David L. Johnson

Management

Yes

For

Elect Director Paul L. Murray

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director V. Prem Watsa

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Allow Board to Appoint Additional Directors Between Annual Meetings

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Dell Inc.

DELL

24702R101

07/21/06

Elect Director Donald J. Carty

Management

Yes

For

Elect Director Michael S. Dell

Management

Yes

For

Elect Director William H. Gray, III

Management

Yes

For

Elect Director Sallie L. Krawcheck

Management

Yes

For

Elect Director Alan (A.G.) Lafley

Management

Yes

For

Elect Director Judy C. Lewent

Management

Yes

For

Elect Director Klaus S. Luft

Management

Yes

For

Elect Director Alex J. Mandl

Management

Yes

For

Elect Director Michael A. Miles

Management

Yes

For

Elect Director Samuel A. Nunn, Jr.

Management

Yes

For

Elect Director Kevin B. Rollins

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt ILO-Based Code of Conduct

Shareholder

Yes

Against

For

Compensation Company Specific--Declaration of Dividend

Shareholder

Yes

Against

For

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

151290889

08/31/06

Approve project modifying issuance deed of the certificates denominated CEMEX.CPO, and the Trust Agreement 111033-9, as CEMEX

Management

Yes

For

News Corporation

NWS

65248E203

10/20/06

Elect Director Jose Maria Aznar

Management

Yes

For

Elect Director Lachlan K. Murdoch

Management

Yes

For

Elect Director Thomas J. Perkins

Management

Yes

For

Elect Director Arthur M. Siskind

Management

Yes

For

Elect Director John L. Thornton

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt or Amend Shareholder Rights Plan (Poison Pill)

Management

Yes

Against

Declassify the Board of Directors

Shareholder

Yes

For

Against

Philips Electronics Nv

PHG

500472303

10/25/06

Cancel Company Treasury Shares

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Cancel Additional Company Treasury Shares

Management

Yes

For

Authorize Additional Share Repurchase Program

Management

Yes

For

Cancel Company Treasury Shares

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Cancel Additional Company Treasury Shares

Management

Yes

For

Authorize Additional Share Repurchase Program

Management

Yes

For

British Sky Broadcasting Group Plc

BSY LN

0141192

11/03/06

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend of 6.7 Pence Per Ordinary Share

Management

Yes

For

Re-elect Chase Carey as Director

Management

Yes

For

Re-elect Nicholas Ferguson as Director

Management

Yes

For

Re-elect James Murdoch as Director

Management

Yes

For

Re-elect Jacques Nasser as Director

Management

Yes

For

Re-elect David DeVoe as Director

Management

Yes

For

Re-elect Rupert Murdoch 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 EU Political Organisation Donations up to GBP 100,000 and Incur EU Political Expenditure up to GBP 100,000

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Nominal Amount of GBP 295 Million

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Nominal Amount of GBP 44 Million

Management

Yes

For

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

151290889

12/07/06

Consideration and authorization of a transaction, after report by the CEO and opinion of the Board of Directors

Management

Yes

For

Philips Electronics Nv

PHG

500472303

03/29/07

President’s Speech

Management

N/A

PHIA NA

5986622

Approve Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Company’s Reserves and Dividend Policy

Management

N/A

Approve Allocation of Income and Dividends of EUR 0.60 per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Reelect G.J. Kleisterlee to Management Board

Management

Yes

For

Reelect G.H.A Dutine to Management Board

Management

Yes

For

Elect S.H. Rusckowski to Management Board

Management

Yes

For

Reelect J-M Hessels to Supervisory Board

Management

Yes

For

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

Management

Yes

For

Reelect J.M. Thompson to Supervisory Board

Management

Yes

For

Elect H. von Prondzynski to Supervisory Board

Management

Yes

For

Proposal to Amend the Long-Term Incentive Plan

Management

Yes

For

Proposal to Amend the Renumeration Policy of Management Board

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

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance under Item 7a

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

NESN VX

7123870

04/19/07

Share Re-registration Consent

Management

Yes

For

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 10.40 per Share

Management

Yes

For

Approve CHF 7.7 Million Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Reelect Peter Brabeck-Letmathe as Director

Management

Yes

For

Reelect Edward George as Director

Management

Yes

For

Vivendi SA

VIV FP

4834777

04/19/07

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve Consolidated Financial Statements and Statutory Reports

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Approve Special Auditors' Report Regarding Related-Party Transactions

Management

Yes

For

Approve Allocation of Income and Dividends of EUR 1.20 per Share

Management

Yes

For

Ratify Appointment of Mehdi Dazi as Supervisory Board Member

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

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

Management

Yes

Against

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

Management

Yes

Against

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

Management

Yes

For

Approve Employee Savings-Related Share Purchase Plan

Management

Yes

For

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

Management

Yes

For

Amend Articles Board Related: Election of Employee Representative to the Supervisory Board

Management

Yes

For

Amend Articles Board Related: Attend Supervisory Board and Management Board Meetings Through Videoconference and Telecom

Management

Yes

For

Amend Articles of Association Re: Record Date

Management

Yes

For

M0126 Amend Articles of Association Re: Disclosure Threshold Requirements

Management

Yes

For

Amend Articles of Association Re: Voting Rights

Management

Yes

For

Authorize Filing of Required Documents/Other Formalities

Management

Yes

For

Willis Group Holdings Inc

WSH

G96655108

04/25/07

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 ANNA C. CATALANO

Management

Yes

For

Elect Director ERIC G. FRIBERG

Management

Yes

For

Elect Director SIR ROY GARDNER

Management

Yes

For

Elect Director SIR JEREMY HANLEY

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

EnCana Corporation

ECA

292505104

04/25/07

Elect Director Ralph S. Cunningham

Management

Yes

For

Elect Director Patrick D. Daniel

Management

Yes

For

Elect Director Ian W. Delaney

Management

Yes

For

Elect Director Randall K. Eresman

Management

Yes

For

Elect Director Michael A. Grandin

Management

Yes

For

Elect Director Barry W. Harrison

Management

Yes

For

Elect Director Dale A. Lucas

Management

Yes

For

Elect Director Ken F. McCready

Management

Yes

For

Elect Director Valerie A.A. Nielsen

Management

Yes

For

Elect Director David P. O'Brien

Management

Yes

For

Elect Director Jane L. Peverett

Management

Yes

For

Elect Director Allan P. Sawin

Management

Yes

For

Elect Director Dennis A. Sharp

Management

Yes

For

Elect Director James M. Stanford

Management

Yes

For

Elect Director Wayne G. Thomson

Management

Yes

For

Approve Auditors

Management

Yes

For

Approve Shareholder Rights Plan

Management

Yes

For

Amend Employee Stock Option Plan

Management

Yes

For

Amend Employee Stock Option Plan

Management

Yes

For

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

151290889

04/26/07

Accept Financial Statements and Statutory Reports for 2006 Fiscal Year

Management

Yes

For

Approve Allocation of Income; Set Aggregate Nominal Amount of Share Repurchase

Management

Yes

For

Authorize Increase in Variable Portion of Capital via Capitalization of Accumulated Profits Account

Management

Yes

For

Elect Board Members; Elect Members and Chairman of Both Audit and Corporate Practices Committee

Management

Yes

For

Approve Remuneration of Directors and Members of the Board Committees

Management

Yes

For

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

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

05/17/07

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

Ratify Auditors

Management

Yes

For

Adopt MacBride Principles

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers’ Compensation

Shareholder

Yes

For

Against

Pay For Superior Performance

Shareholder

Yes

Against

For

Submit Severance Agreement (Change in Control) to shareholder Vote

Shareholder

Yes

For

Against

Report on Sustainable Fish/Seafood Sourcing Policies

Shareholder

Yes

Against

For

Report on Animal Welfare Policies

Shareholder

Yes

Against

For

Cheung Kong (Holdings) Limited

1 HK

6190273

05/17/07

Accept Financial Statements and Statutory Reports

Management

Yes

For

Declare Final Dividend

Management

Yes

For

Elect Ip Tak Chuen, Edmond as Director

Management

Yes

For

Elect Woo Chia Ching, Grace as Director

Management

Yes

For

Elect Chiu Kwok Hung, Justin as Director

Management

Yes

For

Elect Chow Kun Chee, Roland as Director

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Elect Yeh Yuan Chang, Anthony as Director

Management

Yes

For

Elect Chow Nin Mow, Albert as Director

Management

Yes

For

Elect Wong Yick-ming, Rosanna as Director

Management

Yes

For

Elect Kwan Chiu Yin, Robert as Director

Management

Yes

For

Appoint Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration

Management

Yes

For

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

Management

Yes

For

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

Yes

For

Authorize Reissuance of Repurchased Shares

Management

Yes

For

Amend Articles Re: Appointment of Directors

Management

Yes

For

Ingersoll-Rand Company Limited

G4776G101

06/06/07

Elect Director G.D. Forsee

Management

Yes

For

Elect Director P.C. Godsoe

Management

Yes

For

Elect Director C.J. Horner

Management

Yes

For

Elect Director T.E. Martin

Management

Yes

For

Elect Director P. Nachtigal

Management

Yes

For

Elect Director O.R. Smith

Management

Yes

For

Elect Director R.J. Swift

Management

Yes

For

Adoption of the incentive stock plan of 2007

Management

Yes

For

Ratify Auditors

Management

Yes

For

Proposal to require a shareholder vote on an advisory resolution with respect to executive compensation

Shareholder

Yes

For

Against

NTT DoCoMo Inc.

9437 JP

6129277

06/19/07

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

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

KDDI Corporation

9433 JP

6248990

06/19/07

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Allocation of Income, Including the Following Dividends: Interim JY 4500, Final JY 5000, Special JY 0

Management

Yes

For

Amend Articles To: Expand Business Lines

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 External Audit Firm

Management

Yes

For

Approve Payment of Annual Bonuses to Directors and Statutory Auditors

Management

Yes

For

Nikko Cordial Corp.

8603 JP

6640284

06/22/07

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 External Audit Firm

Management

Yes

For

MILLEA HOLDINGS INC.

8766 JP

6513126

06/25/07

Approve Allocation of Income, Including the Following Dividends: Interim JY 15, Final JY 21, 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

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint External Audit Firm

Management

Yes

For

NipponKoa Insurance Co.

8754 JP

6643380

06/27/07

Approve Allocation of Income, with a Final Dividend of JY 7.5

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2006 to June 30, 2007

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against 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

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Appointment of External Audit Firm

Management

Yes

For

Olympus Corp.

7733 JP

6658801

06/28/07

Approve Allocation of Income, with a Final Dividend of JY 24

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

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Alternate Internal Statutory Auditor

Management

Yes

For

Sankyo Co. Ltd.

6417 JP

6775432

06/28/07

Approve Allocation of Income, with a Final Dividend of JY 50

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Appointment of External Audit Firm

Management

Yes

For

Approve Retirement Bonuses for Statutory Auditors

Management

Yes

For

Fairfax Financial Holdings Limited

FFH

303901102

4/18/2007

Elect Director Anthony F. Griffiths

Management

Yes

For

Elect Director Robert J. Gunn

Management

Yes

For

Elect Director David L. Johnson

Management

Yes

For

Elect Director Paul L. Murray

Management

Yes

For

Elect Director Brandon W. Sweitzer

Management

Yes

For

Elect Director V. Prem Watsa

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Allow Board to Appoint Additional Directors Between Annual Meetings

Management

Yes

For

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) LONGLEAF PARTNERS FUNDS TRUST

By (Signature and Title)* /s/ O. Mason Hawkins

O. Mason Hawkins

Chairman and CEO, Southeastern Asset Management, Inc.
Functioning as principal executive officer under agreements with
Longleaf Partners Funds Trust and its separate series.

Date August 28, 2007

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