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, 2008

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, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

FedEx Corporation

FDX

31428X106

9/24/2007

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 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 Gary W. Loveman

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

Ratify Auditors

Management

Yes

For

Separate Chairman and CEO Positions

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officer's Compensation

Shareholder

Yes

For

Against

Report on Global Warming

Shareholder

Yes

Against

For

Report on Political Contributions

Shareholder

Yes

Against

For

Symantec Corp.

SYMC

871503108

9/13/2007

Elect Director Michael Brown

Management

Yes

For

Elect Director William T. Coleman

Management

Yes

For

Elect Director Frank E. Dangeard

Management

Yes

For

Elect Director David L. Mahoney

Management

Yes

For

Elect Director Robert S. Miller

Management

Yes

Withold

Against

Elect Director George Reyes

Management

Yes

For

Elect Director Daniel H. Schulman

Management

Yes

For

Elect Director John W. Thompson

Management

Yes

For

Elect Director V. Paul Unruh

Management

Yes

For

Amend Outside Director Stock Awards in Lieu of Cash

Management

Yes

For

Ratify Auditors

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers' Compensation

Shareholder

Yes

For

Against

Telephone and Data Systems, Inc.

TDS

879433100

7/26/2007

Elect Director Gregory P. Josefowicz

Management

Yes

For

Elect Director Christopher D. O'Leary

Management

Yes

For

Elect Director Mitchell H. Saranow

Management

Yes

For

Elect Director Herbert S. Wander

Management

Yes

For

Approve Outside Director Stock Awards/Options in Lieu of Cash

Management

Yes

For

Ratify Auditors

Management

Yes

For

Elect Director G.P. Josefowicz

Management

Yes

For

Elect Director C.D. O'Leary

Management

Yes

For

Elect Director M.H. Saranow

Management

Yes

For

Elect Director H.S. Wander

Management

Yes

For

Dell Inc.

DELL

24702R101

12/4/2007

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 Thomas W. Luce, III

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

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Stock Retention/Holding Period

Shareholder

Yes

Against

For

Declaration of Dividend

Shareholder

Yes

Against

For

Liberty Media Holding Corp

LINTA

53071M104

10/23/2007

Create Tracking Stock

Management

Yes

For

LCAPA

53071M302

Approve Dual Class Stock Recapitalization

Management

Yes

For

Convert Common Stock into Tracking Stock

Management

Yes

For

Approve Sale of Company Assets

Management

Yes

For

Create Tracking Stock

Management

Yes

For

Approve Dual Class Stock Recapitalization

Management

Yes

For

Convert Common Stock into Tracking Stock

Management

Yes

For

Approve Sale of Company Assets

Management

Yes

For

Sun Microsystems, Inc.

JAVA

866810104

11/8/2007

Elect Director Scott G. Mcnealy

Management

Yes

For

Elect Director James L. Barksdale

Management

Yes

For

Elect Director Stephen M. Bennett

Management

Yes

For

Elect Director Peter L.S. Currie

Management

Yes

For

Elect Director Robert J. Finocchio, Jr

Management

Yes

For

Elect Director Michael E. Marks

Management

Yes

For

Elect Director Patricia E. Mitchell

Management

Yes

For

Elect Director M. Kenneth Oshman

Management

Yes

For

Elect Director P. Anthony Ridder

Management

Yes

For

Elect Director Jonathan I. Schwartz

Management

Yes

For

Longleaf Partners Fund

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Ratify Auditors

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Advisory Vote to Ratify Named Executive Officers' Compensation

Shareholder

Yes

For

Against

Adopt Simple Majority Vote

Shareholder

Yes

Against

For

Philips Electronics Nv

PHG, PHIA NA

5986622

3/27/2008

Annual Meeting (Non-Voting)

Management

N/A

500472303

President's Speech (Non-Voting)

Management

N/A

Approve Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Company's Reserves and Dividend Policy (Non-Voting)

Management

N/A

Approve Dividends of EUR 0.70 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Ratify KPMG Accountants as Auditors

Management

Yes

For

Binding Nominations for the Supervisory Board: Elect One of Two Candidates (Non-Voting)

Management

N/A

Elect K.A.L.M. van Miert to Supervisory Board

Management

Yes

For

Elect E. Kist to Supervisory Board

Management

Yes

Against

For

Elect E. Kist to Supervisory Board

Management

Yes

For

Elect M.J.G.C. Raaijmakers to Supervisory Board

Management

Yes

Against

For

Amend Long-Term Incentive Plan

Management

Yes

For

Approve Remuneration Report Containing Remuneration Policy for Management Board Members

Management

Yes

For

Approve Remuneration of Supervisory Board

Management

Yes

For

Amend Articles Re: Legislative Changes, Amendments Share Repurchase Programs and Remuneration Supervisory Board Members

Management

Yes

For

Grant Board Authority to Issue Shares Up To 10X 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 9a

Management

Yes

For

Approve Cancellation of Shares

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Proposal to Renew Authorization to Repurchase Shares Related to the Cancellation Proposed under Item 10

Management

Yes

For

Other Business (Non-Voting)

Management

For

Meeting for ADR Holders

Management

For

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve Dividends of EUR 0.70 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Ratify KPMG Accountants as Auditors

Management

Yes

For

Elect K.A.L.M. van Miert to Supervisory Board

Management

Yes

For

Elect E. Kist to Supervisory Board

Management

Yes

For

Amend Long-Term Incentive Plan

Management

Yes

For

Approve Remuneration Report Containing Remuneration Policy for Management Board Members

Management

Yes

For

Approve Remuneration of Supervisory Board

Management

Yes

For

Amend Articles Re: Legislative Changes, Amendments Share Repurchase Programs and Remuneration Supervisory Board Members

Management

Yes

For

Grant Board Authority to Issue Shares Up To 10X Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance.

Management

Yes

For

Approve Cancellation of Shares

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Proposal to Renew Authorization to Repurchase Shares Related with the share repurchase program.

Management

Yes

For

The Walt Disney Company

DIS

254687106

3/6/2008

Elect Director Susan E. Arnold

Management

Yes

For

Elect Director John E. Bryson

Management

Yes

For

Elect Director John S. Chen

Management

Yes

For

Elect Director Judith L. Estrin

Management

Yes

For

Elect Director Robert A. Iger

Management

Yes

For

Elect Director Steven P. Jobs

Management

Yes

For

Elect Director Fred H. Langhammer

Management

Yes

For

Elect Director Aylwin B. Lewis

Management

Yes

For

Elect Director Monica C. Lozano

Management

Yes

For

Elect Director Robert W. Matschullat

Management

Yes

For

Elect Director John E. Pepper, Jr.

Management

Yes

For

Elect Director 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

UBS AG

UBS

H89231338

2/27/2008

REQUEST FOR A SPECIAL AUDIT (SONDERPRUFUNG) BY ETHOS

Shareholder

Yes

Against

For

STOCK DIVIDEND CREATION OF AUTHORIZED CAPITAL APPROVAL OF ARTICLE 4B OF THE ARTICLES OF ASSOCIATION

Management

Yes

For

CAPITAL INCREASE PROPOSAL BY THE BOARD OF DIRECTORS: MANDATORY CONVERTIBLE NOTES CREATION OF CONDITIONAL CAPITAL APPROVAL OF ARTICLE 4A PARA. 3 OF THE ARTICLES OF ASSOCIATION

Management

Yes

For

ALTERNATIVE PROPOSAL BY PROFOND: ORDINARY CAPITAL INCREASE RIGHTS OFFERING

Shareholder

Yes

Against

For

IN CASE OF AD-HOC SHAREHOLDERS MOTIONS DURING THE EXTRAORDINARY GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY TO ACT IN ACCORDANCE WITH THE BOARD OF DIRECTORS

Management

Yes

For

Aon Corp.

AOC

037389103

5/16/2008

Elect Director Patrick G. Ryan

Management

Yes

For

Elect Director Gregory C. Case

Management

Yes

For

Elect Director Fulvio Conti

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

Longleaf Partners Fund

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

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

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

151290889

4/24/2008

PRESENTATION OF THE REPORT BY THE CHIEF EXECUTIVE OFFICER, INCLUDING THE COMPANY S FINANCIAL STATEMENTS, REPORT OF VARIATIONS OF CAPITAL STOCK, AND PRESENTATION OF THE REPORT BY THE BOARD OF DIRECTORS, FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007.

Management

Yes

For

PROPOSAL FOR: (I) THE ALLOCATION OF PROFITS AND (II) THE MAXIMUM AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY SHARES.

Management

Yes

For

PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE COMPANY IN ITS VARIABLE PORTION THROUGH CAPITALIZATION OF RETAINED EARNINGS.

Management

Yes

For

APPOINTMENT OF DIRECTORS, AND MEMBERS AND PRESIDENT OF THE AUDIT AND CORPORATE PRACTICES COMMITTEE.

Management

Yes

For

COMPENSATION OF DIRECTORS AND MEMBERS OF THE AUDIT AND CORPORATE PRACTICES COMMITTEE.

Management

Yes

For

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

Management

Yes

For

Chesapeake Energy Corp.

CHK

165167107

06/06/08

Elect Director Aubrey K. McClendon

Management

Yes

For

Elect Director Don Nickles

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Declassify the Board of Directors

Shareholder

Yes

Against

For

eBay Inc.

EBAY

278642103

06/19/08

Elect Director Fred D. Anderson

Management

Yes

For

Elect Director Edward W. Barnholt

Management

Yes

For

Elect Director Scott D. Cook

Management

Yes

For

Elect Director John J. Donahoe

Management

Yes

For

Approve Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

General Motors Corp.

370442105

06/03/08

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 E. Neville Isdell

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

Publish Political Contributions

Shareholder

Yes

Against

For

Report on Political Contributions

Shareholder

Yes

Against

For

Adopt Principles for Health Care Reform

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers' Compensation

Shareholder

Yes

For

Against

Adopt Quantitative GHG Goals for Products and Operations

Shareholder

Yes

Against

For

Provide for Cumulative Voting

Shareholder

Yes

For

Against

Amend Articles/Bylaws/Charter -- Call Special Meetings

Shareholder

Yes

Against

For

Performance-Based Awards

Shareholder

Yes

Against

For

Level 3 Communications, Inc.

LVLT

52729N100

05/20/08

Elect Directors James Q. Crowe

Management

Yes

For

Elect Directors Douglas C. Eby

Management

Yes

For

Elect Directors James O. Ellis, Jr.

Management

Yes

For

Elect Directors Richard R. Jaros

Management

Yes

For

Elect Directors Robert E. Julian

Management

Yes

For

Elect Directors Michael J. Mahoney

Management

Yes

For

Elect Directors Arun Netravali

Management

Yes

For

Elect Directors John T. Reed

Management

Yes

For

Elect Directors Walter Scott, Jr.

Management

Yes

For

Elect Directors Michael B. Yanney

Management

Yes

For

Elect Directors Albert C. Yates

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Reduce Supermajority Vote Requirement

Management

Yes

For

Declassify the Board of Directors

Management

Yes

For

Liberty Media Corporation

LINTA

53071M104

6/6/2008

Elect Director Mr. David E. Rapley

Management

Yes

For

LCAPA

53071M302

Elect Director Mr. Larry E. Romrell

Management

Yes

For

LMDIA

53071M500

Ratify Auditors

Management

Yes

For

Elect Director Mr. David E. Rapley

Management

Yes

For

Elect Director Mr. Larry E. Romrell

Management

Yes

For

Ratify Auditors

Management

Yes

For

Elect Director Mr. David E. Rapley

Management

Yes

For

Elect Director Mr. Larry E. Romrell

Management

Yes

For

Ratify Auditors

Management

Yes

For

Longleaf Partners Fund

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Mater Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

NipponKoa Insurance Co.

8754 JP

6643380

06/26/08

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

Management

Yes

For

Elect Director

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

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

Pioneer Natural Resources Co.

PXD

723787107

5/16/2008

Elect Director James R. Baroffio

Management

Yes

For

Elect Director Edison C. Buchanan

Management

Yes

For

Elect Director Scott D. Sheffield

Management

Yes

For

Elect Director Jim A. Watson

��

Management

Yes

For

Ratify Auditors

Management

Yes

For

Telephone and Data Systems, Inc.

TDS

879433100

5/22/2008

Elect Director Gregory P. Josefowicz

Management

Yes

Withold

Against

879433860

Elect Director Christopher D. O'Leary

Management

Yes

Withold

Against

Elect Director Mitchell H. Saranow

Management

Yes

Withold

Against

Elect Director Herbert S. Wander

Management

Yes

Withold

Against

Approve Qualified Employee Stock Purchase Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Elect Director G.P. Josefowicz

Management

Yes

Withold

Against

Elect Director C.D. O'Leary

Management

Yes

Withold

Against

Elect Director M.H. Saranow

Management

Yes

Withold

Against

Elect Director H.S. Wander

Management

Yes

Withold

Against

The DirecTV Group, Inc

DTV

25459L106

6/3/2008

Elect Director Ralph F. Boyd, Jr.

Management

Yes

For

Elect Director James M. Cornelius

Management

Yes

For

Elect Director Gregory B. Maffei

Management

Yes

For

Elect Director John C. Malone

Management

Yes

For

Elect Director Nancy S. Newcomb

Management

Yes

For

Ratify Auditors

Management

Yes

For

UBS AG

UBS

H89231338

4/23/2008

ANNUAL REPORT, GROUP AND PARENT COMPANY ACCOUNTS FOR FINANCIAL YEAR 2007 REPORTS OF THE GROUP AND STATUTORY AUDITORS

Management

Yes

For

APPROPRIATION OF RESULTS

Management

Yes

For

REDUCTION OF THE TERM OF OFFICE OF MEMBERS OF THE BOARD OF DIRECTORS (ARTICLE 19 PARA. 1 OF THE ARTICLES OF ASSOCIATION)

Yes

For

REFERENCES TO GROUP AUDITORS (ARTICLE 17 LIT. B, 25 LIT. C, 31 PARA. 1 AND 2 AND TITLE D OF THE ARTICLES OF ASSOCIATION)

Management

Yes

For

RE-ELECTION OF MEMBER THE BOARD OF DIRECTORS: MARCEL OSPEL

Management

Yes

Against

N/A

RE-ELECTION OF MEMBER THE BOARD OF DIRECTORS: PETER VOSER

Management

Yes

For

RE-ELECTION OF MEMBER THE BOARD OF DIRECTORS: LAWRENCE A. WEINBACH

Management

Yes

For

ELECTION OF A NEW MEMBER OF THE BOARD OF DIRECTORS: DAVID SIDWELL

Management

Yes

For

ELECTION OF A NEW MEMBER OF THE BOARD OF DIRECTORS: PETER KURER

Management

Yes

For

RE-ELECTION OF THE AUDITORS (ERNST & YOUNG LTD. BASEL)

Management

Yes

For

ORDINARY CAPITAL INCREASE. RIGHTS OFFERING

Management

Yes

For

IN CASE OF AD-HOC SHAREHOLDERS MOTIONS DURING THE ANNUAL GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY TO ACT IN ACCORDANCE WITH THE BOARD OF DIRECTORS

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

5/15/2008

Elect Director David W. Dorman

Management

Yes

For

Elect Director Massimo Ferragamo

Management

Yes

For

Elect Director J. David Grissom

Management

Yes

For

Elect Director Bonnie G. Hill

Management

Yes

For

Elect Director Robert Holland, Jr.

Management

Yes

For

Elect Director Kenneth G. Langone

Management

Yes

For

Elect Director Jonathan S. Linen

Management

Yes

For

Elect Director Thomas C. Nelson

Management

Yes

For

Elect Director David C. Novak

Management

Yes

For

Elect Director Thomas M. Ryan

Management

Yes

For

Elect Director Jing-Shyh S. Su

Management

Yes

For

Elect Director Jackie Trujillo

Management

Yes

For

Elect Director Robert D. Walter

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Majority Voting for Uncontested Election of Directors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Adopt MacBride Principles

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers' Compensation

Shareholder

Yes

For

Against

Report on Sustainability and Food Safety in the Supply Chain

Shareholder

Yes

Against

For

Report on Animal Welfare Policies

Shareholder

Yes

Against

For

Longleaf Partners International Fund

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

British Sky Broadcasting Group Plc

BSY LN

0141192

11/02/07

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Final Dividend of 6.7 Pence Per Ordinary Share

Management

Yes

For

Re-elect Jeremy Darroch as Director

Management

Yes

For

Re-elect Andrew Higginson as Director

Management

Yes

For

Re-elect Gail Rebuck as Director

Management

Yes

For

Re-elect Lord Rothschild 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 the Company and All Its Subsidiaries to Make Political Donations to Political Parties up to GBP 0.1M, Make Political Donations to Political Organisations Other than Political Parties up to GBP 0.1M and Incur Political Expenditure up to GBP 0.1M

Management

Yes

For

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 289,000,000

Management

Yes

For

Subject to the Passing of Resolution 13, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 43,500,000

Management

Yes

For

Adopt New Articles of Association

Management

Yes

For

Dell Inc.

DELL

24702R101

12/4/2007

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 Thomas W. Luce, III

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

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Shareholder

Yes

For

Stock Retention/Holding Period

Shareholder

Yes

For

Nikko Cordial Corp.*

8603 JP

6640284

12/19/2007

Approve Share Exchange Agreement with Citigroup Japan Holdings Ltd.

Management

N/A

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

Amend Articles to: Delete References Related to Record Date - Change Fiscal Year End - Update Terminology to Match that of New Financial Instruments and Exchange Law

Management

N/A

Royal Philips Electronics N.V.

PHG

500472303

03/27/08

Annual Meeting (Non-Voting)

Management

N/A

PHIA NA

5986622

President's Speech (Non-Voting)

Management

N/A

Approve Financial Statements and Statutory Reports

Management

Yes

For

Receive Explanation on Company's Reserves and Dividend Policy (Non-Voting)

Management

N/A

Approve Dividends of EUR 0.70 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Ratify KPMG Accountants as Auditors

Management

Yes

For

Binding Nominations for the Supervisory Board: Elect One of Two Candidates (Non-Voting)

Management

N/A

Elect K.A.L.M. van Miert to Supervisory Board

Management

Yes

For

Elect E. Kist to Supervisory Board

Management

Yes

Against

For

Elect E. Kist to Supervisory Board

Management

Yes

For

Elect M.J.G.C. Raaijmakers to Supervisory Board

Management

Yes

Against

For

Approve Remuneration Report Containing Remuneration Policy for Management Board Members

Management

Yes

For

Amend Articles Re: Legislative Changes, Amendments Share Repurchase Programs and Remuneration Supervisory Board Members

Management

Yes

For

Grant Board Authority to Issue Shares Up To 10X 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 9a

Management

Yes

For

Approve Cancellation of Shares

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Proposal to Renew Authorization to Repurchase Shares Related to the Cancellation Proposed under Item 10

Management

Yes

For

Other Business (Non-Voting)

Management

Yes

For

Meeting for ADR Holders

Management

Yes

For

Approve Financial Statements and Statutory Reports

Management

Yes

For

Approve Dividends of EUR 0.70 Per Share

Management

Yes

For

Approve Discharge of Management Board

Management

Yes

For

Approve Discharge of Supervisory Board

Management

Yes

For

Ratify KPMG Accountants as Auditors

Management

Yes

For

Elect K.A.L.M. van Miert to Supervisory Board

Management

Yes

For

Elect E. Kist to Supervisory Board

Management

Yes

For

Amend Long-Term Incentive Plan

Management

Yes

For

Approve Remuneration Report Containing Remuneration Policy for Management Board Members

Management

Yes

For

Approve Remuneration of Supervisory Board

Management

Yes

For

Amend Articles Re: Legislative Changes, Amendments Share Repurchase Programs and Remuneration Supervisory Board Members

Management

Yes

For

Grant Board Authority to Issue Shares Up To 10X Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

Management

Yes

For

Authorize Board to Exclude Preemptive Rights from Issuance.

Management

Yes

For

Approve Cancellation of Shares

Management

Yes

For

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Proposal to Renew Authorization to Repurchase Shares Related with the share repurchase program.

Management

Yes

For

SK Telecom Co.

SKM

6224871

3/14/2008

Approve Financial Statements for 24th Fiscal Year

Management

Yes

For

78440P108

Amend Articles of Incorporation Regarding Addition of Preamble and Business Objectives Expansion

Management

Yes

For

Approve Remuneration of Executive Directors and Independent Non-Executive Directors

Management

Yes

For

Elect Kim Shin-Bae and Park Young-Ho as Inside (Executive) Directors (Bundled)

Management

Yes

For

Elect Uhm Rak-Yong and Chung Jae-Young as Outside (Independent Non-Executive) Directors (Bundled)

Management

Yes

For

Elect Cho Jae-Ho as Outside (Independent Non-Executive) Director Who Will Be Also Member of Audit Committee

Management

Yes

For

Meeting for ADR Holders

Management

Yes

For

Approve Financial Statements for 24th Fiscal Year

Management

Yes

For

Amend Articles of Incorporation Regarding Addition of Preamble and Business Objectives Expansion

Management

Yes

For

Approve Remuneration of Executive Directors and Independent Non-Executive Directors

Management

Yes

For

Elect Kim Shin-Bae and Park Young-Ho as Inside (Executive) Directors (Bundled)

Management

Yes

For

Elect Uhm Rak-Yong and Chung Jae-Young as Outside (Independent Non-Executive) Directors (Bundled)

Management

Yes

For

Elect Cho Jae-Ho as Outside (Independent Non-Executive) Director Who Will Be Also Member of Audit Committee

Management

Yes

For

UBS AG

UBS

H89231338

2/27/2008

Share Re-registration Consent

Management

Yes

For

UBSN VX

B18YFJ4

Receive Information on Effects of US Sub-Prime Mortgage Crisis (Non-Voting)

Shareholder

N/A

Authorize Special Audit to Investigate Internal Controls and Other Questions Related to US Sub-Prime Mortgage Crisis

Shareholder

Yes

Against

For

Approve Creation of CHF 10.4 Million Pool of Capital with Preemptive Rights for Purpose of Stock Dividend

Management

Yes

For

Approve Creation of 27.8 Million Pool of Capital without Preemptive Rights to Guarantee Conversion Rights for Mandatory Convertible Bonds

Management

Yes

For

Approve Creation of CHF 52 Million Pool of Capital with Preemptive Rights

Shareholder

Yes

Against

For

REQUEST FOR A SPECIAL AUDIT (SONDERPRUFUNG) BY ETHOS

Shareholder

Yes

Against

For

STOCK DIVIDEND CREATION OF AUTHORIZED CAPITAL APPROVAL OF ARTICLE 4B OF THE ARTICLES OF ASSOCIATION

Management

Yes

For

CAPITAL INCREASE PROPOSAL BY THE BOARD OF DIRECTORS: MANDATORY CONVERTIBLE NOTES CREATION OF CONDITIONAL CAPITAL APPROVAL OF ARTICLE 4A PARA. 3 OF THE ARTICLES OF ASSOCIATION

Management

Yes

For

ALTERNATIVE PROPOSAL BY PROFOND: ORDINARY CAPITAL INCREASE RIGHTS OFFERING

Shareholder

Yes

Against

For

IN CASE OF AD-HOC SHAREHOLDERS MOTIONS DURING THE EXTRAORDINARY GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY TO ACT IN ACCORDANCE WITH THE BOARD OF DIRECTORS

Management

Yes

For

Management

Yes

For

Acs, Actividades de Construccion y Servicios S.A

ACS MC

B01FLQ6

5/25/2008

Approve Financial Statements and Allocation of Income

Management

Yes

For

Receive Annual Corporate Governance Report

Management

Yes

For

Approve Discharge Directors

Management

Yes

For

Elect Miguel Fluxa Rosello as Board Member (Consejero Dominical)

Management

Yes

For

Amend Articles 3, 4, 11, and 16 of the General Meeting Guidelines

Management

Yes

For

Receive Report on Changes Made to Board Guidelines

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Appoint Auditors

Management

Yes

For

Cancell Treasury Shares via Amortization

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Approve Minutes of Meeting

Management

Yes

For

Allied Irish Banks Plc

ALBK

4020684

4/22/2008

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Dividends

Management

Yes

For

Elect Kieran Crowley as Director

Management

Yes

For

Elect Colm Doherty as Director

Management

Yes

For

Elect Donal Forde as Director

Management

Yes

For

Elect Dermot Gleeson as Director

Management

Yes

For

Elect Stephen L. Kingon as Director

Management

Yes

For

Elect Anne Maher as Director

Management

Yes

For

Elect Daniel O’Connor as Director

Management

Yes

For

Elect John O’Donnell as Director

Management

Yes

For

Elect Sean O’Driscoll as Director

Management

Yes

For

Elect David Pritchard as Director

Management

Yes

For

Elect Eugene J. Sheehy as Director

Management

Yes

For

Elect Bernard Somers as Director

Management

Yes

For

Elect Michael J. Sullivan as Director

Management

Yes

For

Elect Robert G. Wilmers as Director

Management

Yes

For

Elect Jennifer Winter as Director

Management

Yes

For

Authorize Board to Fix Remuneration of Auditors

Management

Yes

For

Authorize Share Repurchase Program

Management

Yes

For

Approve Reissuance of Repurchased Shares

Management

Yes

For

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

Management

Yes

For

Auhtorize Company to Convey Information by Electronic Means

Management

Yes

For

Amend Articles Re: (Non-Routine)

Management

Yes

For

Elect Niall Murphy as Director

Shareholder

Yes

Against

For

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

151290889

4/24/2008

Meeting for ADR Holders

Management

Yes

For

Management

Yes

For

PROPOSAL FOR: (I) THE ALLOCATION OF PROFITS AND (II) THE MAXIMUM AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY SHARES.

Management

Yes

For

PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE COMPANY IN ITS VARIABLE PORTION THROUGH CAPITALIZATION OF RETAINED EARNINGS.

Management

Yes

For

APPOINTMENT OF DIRECTORS, AND MEMBERS AND PRESIDENT OF THE AUDIT AND CORPORATE PRACTICES COMMITTEE.

Management

Yes

For

COMPENSATION OF DIRECTORS AND MEMBERS OF THE AUDIT AND CORPORATE PRACTICES COMMITTEE.

Management

Yes

For

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

Management

Yes

For

Daiwa Securities Group Co. Ltd.

8601 JP

6251448

6/21/2008

Elect Director Akira Kiyota

Management

Yes

For

Elect Director Shigeharu Suzuki

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Elect Director Shin Yoshidome

Management

Yes

For

Elect Director Takashi Hibino

Management

Yes

For

Elect Director Ikuo Mori

Management

Yes

For

Elect Director Nobuyuki Iwamoto

Management

Yes

For

Elect Director Tetsuro Kawakami

Management

Yes

For

Elect Director Ryuji Yasuda

Management

Yes

For

Elect Director Koichi Uno

Management

Yes

For

Elect Director Toshiro Ishibashi

Management

Yes

For

Elect Director Akira Nakamura

Management

Yes

For

Elect Director Saburo Jifuku

Management

Yes

For

Elect Director Nobuko Matsubara

Management

Yes

For

Approve Deep Discount Stock Option Plan and Premium-Priced Stock Option Plan for Directors and Employees

Management

Yes

For

Fairfax Financial Holdings Limited

FFH

303901102

4/16/2008

Elect as Director Anthony E Griffiths

Management

Yes

For

Elect as Director Robert J Gunn

Management

Yes

For

Elect as Director Alan D Horn

Management

Yes

For

Elect as Director David L Johnston

Management

Yes

For

Elect as Director Paul L Murray

Management

Yes

For

Elect as Director Brandon W Sweitzer

Management

Yes

For

Elect as Director V Prem Watsa

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Ingersoll-Rand Company Limited

G4776G101

6/4/2008

Elect Director A.C. Berzin

Management

Yes

For

Elect Director G.D. Forsee

Management

Yes

For

Elect Director P.C. Godsoe

Management

Yes

For

Elect Director H.L. Henkel

Management

Yes

For

Elect Director C.J. Horner

Management

Yes

For

Elect Director H.W. Lichtenberger

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

Elect Director T.L. White

Management

Yes

For

APPROVAL OF THE AMENDED AND RESTATED BYE-LAWS OF THE COMPANY.

Management

Yes

For

Ratify Auditors

Management

Yes

For

SHAREHOLDER PROPOSAL TO REQUIRE A SHAREHOLDER VOTE ON AN ADVISORY RESOLUTION WITH RESPECT TO EXECUTIVE COMPENSATION.

Shareholder

Yes

For

Against

Japan Petroleum Exploration Co. Ltd.

1662 JP

6711696

6/25/2008

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

Management

Yes

For

Amend Articles to: Add Provisions on Takeover Defense

Management

Yes

Against

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Approve Retirement Bonus for Director

Management

Yes

For

Approve Payment of Annual Bonuses to Directors and Statutory Auditors

Management

Yes

For

Approve Takeover Defense Plan (Poison Pill)

Management

Yes

Against

KDDI Corporation

9433 JP

6248990

6/19/2008

Approve Allocation of Income, With a Final Dividend of JY 5500

Management

Yes

For

Amend Articles To Make Technical Changes to Reflect Abolition of Fractional Shares

Management

Yes

For

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

Against

Elect Director

Management

Yes

Against

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 Internal Statutory Auditor

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Payment of Annual Bonuses to Directors and Statutory Auditors

Management

Yes

For

Kyocera Corp.

6971 JP

J37479110

6/26/2008

Approve Allocation of Income, with a Final Dividend of JY 60

Management

Yes

For

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

Against

Appoint Internal Statutory Auditor

Management

Yes

For

Appoint Internal Statutory Auditor

Management

Yes

For

Approve Payment of Annual Bonuses to Directors and Statutory Auditors

Management

Yes

For

Approve Retirement Bonuses for Directors and Statutory Auditor

Management

Yes

For

Millea Holdings Inc.

8766 JP

6513126

6/23/2008

Approve Allocation of Income, With a Final Dividend of JY 30

Management

Yes

For

Amend Articles To: Change Company Name

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

Longleaf Partners International Fund

For the Period July 1, 2007 to June 30, 2008

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

Elect Director

Management

Yes

For

Elect Director

Management

Yes

For

Nestle SA*

NESN VX

7123870

4/10/2008

Share Re-registration Consent

Management

N/A

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

Accept Financial Statements and Statutory Reports

Management

N/A

Approve Discharge of Board and Senior Management

Management

N/A

Approve Allocation of Income and Dividends of CHF 12.20 per Share

Management

N/A

Reelect Andreas Koopmann as Director

Management

N/A

Reelect Rolf Haenggi as Director

Management

N/A

Elect Paul Bulcke as Director

Management

N/A

Elect Beat Hess as Director

Management

N/A

Ratify KPMG SA as Auditors

Management

N/A

Approve CHF 10.1 Million Reduction in Share Capital via Cancellation of 10.1 Million Repurchased Shares

Management

N/A

Approve 1:10 Stock Split

Management

N/A

Amend Articles to Reflect Changes in Capital; Amend Articles Re: Stock Split

Management

N/A

Adopt New Articles of Association

Management

N/A

NH Hoteles S.A

NHH MC

4571784

6/17/2008

Approve Individual and Consolidated Financial Statements, Allocation of Income, and Discharge Directors

Management

Yes

For

Elect Sociedad de Promocion y Participacion Empresarial Caja de Madrid S.A. as Director

Management

Yes

For

Reelect Jose de Nadal Capara as Director

Management

Yes

For

Authorize Repurchase of Shares

Management

Yes

For

Elect Auditors for Individual Firm and Consolidated Group

Management

Yes

For

Approve a System of Variable Compensation in Shares for Executives, Executive Directors and Non-Executive Directors, and Employees

Management

Yes

For

Authorize Board to Ratify and Execute Approved Resolutions

Management

Yes

For

Inform Regarding Modifications Made to Articles 21, 26 and 29 of the Board of Director’s Guidelines to Adapt them to the Unified Good Governance Code (Non-Voting)

Management

N/A

NipponKoa Insurance Co.

8754 JP

6643380

6/26/2008

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

Management

Yes

For

Elect Director

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

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

Olympus Corp.

7733 JP

6658801

6/27/2008

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

Management

Yes

For

Amend Articles to: Amend 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

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 Internal Statutory Auditor

Management

Yes

For

Appoint Alternate Internal Statutory Auditor

Management

Yes

For

UBS AG

UBSN VX

B18YFJ4

4/23/2008

Share Re-registration Consent

Management

Yes

For

UBS

H89231338

Accept Financial Statements and Statutory Reports

Management

Yes

For

Approve Carrying Forward of Net Loss

Management

Yes

For

Amend Articles Re: Reduce Board Term From Three Years to One Year

Management

Yes

For

Amend Articles Re: References to Group Auditors

Management

Yes

For

Longleaf Partners International Fund

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Chairman of the Board Marcel Ospel Will not Stand for Reelection as Director (Non-Voting)

Management

N/A

Reelect Peter Voser as Director

Management

Yes

For

Reelect Lawrence Weinbach as Director

Management

Yes

For

Elect David Sidwell as Director

Management

Yes

For

Elect Peter Kurer as Director

Management

Yes

For

Ratify Ernst & Young AG as Auditors

Management

Yes

For

Approve Creation of CHF 125 Million Pool of Capital with Preemptive Rights

Management

Yes

For

ANNUAL REPORT, GROUP AND PARENT COMPANY ACCOUNTS FOR FINANCIAL YEAR 2007 REPORTS OF THE GROUP AND STATUTORY AUDITORS

Management

Yes

For

APPROPRIATION OF RESULTS

Management

Yes

For

REDUCTION OF THE TERM OF OFFICE OF MEMBERS OF THE BOARD OF DIRECTORS (ARTICLE 19 PARA. 1 OF THE ARTICLES OF ASSOCIATION)

Management

Yes

For

REFERENCES TO GROUP AUDITORS (ARTICLE 17 LIT. B, 25 LIT. C, 31 PARA. 1 AND 2 AND TITLE D OF THE ARTICLES OF ASSOCIATION)

Management

Yes

For

RE-ELECTION OF MEMBER THE BOARD OF DIRECTORS: MARCEL OSPEL

Management

Yes

Against

N/A

RE-ELECTION OF MEMBER THE BOARD OF DIRECTORS: PETER VOSER

Management

Yes

For

RE-ELECTION OF MEMBER THE BOARD OF DIRECTORS: LAWRENCE A. WEINBACH

Management

Yes

For

ELECTION OF A NEW MEMBER OF THE BOARD OF DIRECTORS: DAVID SIDWELL

Management

Yes

For

ELECTION OF A NEW MEMBER OF THE BOARD OF DIRECTORS: PETER KURER

Management

Yes

For

RE-ELECTION OF THE AUDITORS (ERNST & YOUNG LTD. BASEL)

Management

Yes

For

ORDINARY CAPITAL INCREASE. RIGHTS OFFERING

Management

Yes

For

IN CASE OF AD-HOC SHAREHOLDERS MOTIONS DURING THE ANNUAL GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY TO ACT IN ACCORDANCE WITH THE BOARD OF DIRECTORS

Management

Yes

For

Willis Group Holdings Ltd

WSH

G96655108

4/23/2008

ELECTION OF DIRECTOR: WILLIAM W. BRADLEY

Management

Yes

For

ELECTION OF DIRECTOR: JOSEPH A. CALIFANO

Management

Yes

For

ELECTION OF DIRECTOR: ANNA C. CATALANO

Management

Yes

For

ELECTION OF DIRECTOR: ERIC G. FRIBERG

Management

Yes

For

ELECTION OF DIRECTOR: SIR ROY GARDNER

Management

Yes

For

ELECTION OF DIRECTOR: SIR JEREMY HANLEY

Management

Yes

For

ELECTION OF DIRECTOR: ROBYN S. KRAVIT

Management

Yes

For

ELECTION OF DIRECTOR: WENDY E. LANE

Management

Yes

For

ELECTION OF DIRECTOR: JAMES F. MCCANN

Management

Yes

For

ELECTION OF DIRECTOR: JOSEPH J. PLUMERI

Management

Yes

For

ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS

Management

Yes

For

Ratify Auditors

Management

Yes

For

APPROVAL AND ADOPTION OF 2008 SHARE PURCHASE AND OPTION PLAN.

Management

Yes

For

AMENDMENT TO THE MEMORANDUM OF ASSOCIATION.

Management

Yes

For

AMENDMENT TO THE BYE-LAWS.

Management

Yes

For

Yum Brands, Inc.

YUM

988498101

5/15/2008

Elect Director David W. Dorman

Management

Yes

For

Elect Director Massimo Ferragamo

Management

Yes

For

Elect Director J. David Grissom

Management

Yes

For

Elect Director Bonnie G. Hill

Management

Yes

For

Elect Director Robert Holland, Jr.

Management

Yes

For

Elect Director Kenneth G. Langone

Management

Yes

For

Elect Director Jonathan S. Linen

Management

Yes

For

Elect Director Thomas C. Nelson

Management

Yes

For

Elect Director David C. Novak

Management

Yes

For

Elect Director Thomas M. Ryan

Management

Yes

For

Elect Director Jing-Shyh S. Su

Management

Yes

For

Elect Director Jackie Trujillo

Management

Yes

For

Elect Director Robert D. Walter

Management

Yes

For

Ratify Auditors

Management

Yes

For

Adopt Majority Voting for Uncontested Election of Directors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Adopt MacBride Principles

Shareholder

Yes

Against

For

Advisory Vote to Ratify Named Executive Officers' Compensation

Shareholder

Yes

For

Against

Report on Sustainability and Food Safety in the Supply Chain

Shareholder

Yes

Against

For

Report on Animal Welfare Policies

Shareholder

Yes

Against

For

LongLeaf Partners Small Cap

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

Del Monte Foods Co.

DLM

24522P103

9/27/2007

Elect Director Victor L. Lund

Management

Yes

For

Elect Director Joe L. Morgan

Management

Yes

For

Elect Director David R. Williams

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Worthington Industries Inc.

WOR

981811102

9/26/2007

Elect Director John R. Kasich

Management

Yes

For

Elect Director John P. Mcconnell

Management

Yes

For

Elect Director Mary Schiavo

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend EEO Statement to Include Reference to Sexual Orientation

Shareholder

Yes

Against

For

IDT Corp.

IDT.C

448947101

12/18/07

Elect Director Eric Cosentino

Management

Yes

For

IDT

448947309

Elect Director James A. Courter

Management

Yes

For

Elect Director Howard S. Jonas

Management

Yes

For

Elect Director James R. Mellor

Management

Yes

For

Elect Director Judah Schorr

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

Against

Ratify Auditors

Management

Yes

For

Elect Director Eric Cosentino

Management

Yes

For

Elect Director James A. Courter

Management

Yes

For

Elect Director Howard S. Jonas

Management

Yes

For

Elect Director James R. Mellor

Management

Yes

For

Elect Director Judah Schorr

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

Against

Ratify Auditors

Management

Yes

For

Texas Industries, Inc.

TXI

882491103

10/16/07

Elect Director Mel G. Brekhus

Management

Yes

For

Elect Director Robert D. Rogers

Management

Yes

For

Elect Director Ronald G. Steinhart

Management

Yes

For

Increase Authorized Common Stock

Management

Yes

For

Ratify Auditors

Management

Yes

For

Prepare Sustainability Report

Shareholder

Yes

Against

For

Fair Isaac Corp.

FIC

303250104

02/05/08

Elect Director A. George Battle

Management

Yes

For

Elect Director Tony J. Christianson

Management

Yes

For

Elect Director Nicholas F. Graziano

Management

Yes

For

Elect Director Mark N. Greene

Management

Yes

For

Elect Director Alex W. Hart

Management

Yes

For

Elect Director Guy R. Henshaw

Management

Yes

For

Elect Director James D. Kirsner

Management

Yes

For

Elect Director William J. Lansing

Management

Yes

For

Elect Director Allan Z. Loren

Management

Yes

For

Elect Director Margaret L. Taylor

Management

Yes

For

Ratify Auditors

Management

Yes

For

Ruddick Corp.

RDK

781258108

02/21/08

Elect Director John P. Derham Cato

Management

Yes

For

Elect Director Isaiah Tidwell

Management

Yes

For

Elect Director William C. Warden, Jr.

Management

Yes

For

Approve Decrease in Size of Board from 12 to 11

Management

Yes

For

Declassify the Board and Fix the Number of Directors

Management

Yes

For

Dillards, Inc

DDS

254067101

5/17/2008

Elect Director James A. Haslam, III

Management

Yes

For

Elect Director R. Brad Martin

Management

Yes

For

Elect Director Frank R. Mori

Management

Yes

For

Elect Director Nick White

Management

Yes

For

Ratify Auditors

Management

Yes

For

Everest Re Group LTD

G3223R108

05/14/08

Elect Director Thomas J. Gallagher

Management

Yes

For

Elect Director William F. Galtney, Jr.

Management

Yes

For

TO APPOINT PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2008 AND AUTHORIZE THE BOARD OF DIRECTORS ACTING BY THE AUDIT COMMITTEE OF THE BOARD TO SET THE FEES.

Management

Yes

For

TO APPROVE AN AMENDMENT TO THE COMPANY S BYE-LAWS TO ALLOW THE COMPANY TO HOLD TREASURY SHARES.

Management

Yes

For

Fairfax Financial Holdings Limited

FFH

303901102

4/16/2008

Elect as Director Anthony E Griffiths

Management

Yes

For

Elect as Director Robert J Gunn

Management

Yes

For

Elect as Director Alan D Horn

Management

Yes

For

Elect as Director David L Johnston

Management

Yes

For

Elect as Director Paul L Murray

Management

Yes

For

Elect as Director Brandon W Sweitzer

Management

Yes

For

Elect as Director V Prem Watsa

Management

Yes

For

Ratify PricewaterhouseCoopers LLP as Auditors

Management

Yes

For

Hilb Rogal & Hobbs Co

HRH

431294107

05/06/08

Elect Director Julie A. Beck

Management

Yes

For

Elect Director T.L. Chandler, Jr.

Management

Yes

For

Elect Director Warren M. Thompson

Management

Yes

For

Declassify the Board of Directors

Shareholder

Yes

For

Against

Ratify Auditors

Management

Yes

For

LongLeaf Partners Small Cap

For the Period July 1, 2007 to June 30, 2008

Issuer of Security

Ticker Symbol

CUSIP

Meeting Date

Matter Voted

Proposed By

Vote Cast

Fund’s Vote

For or Against Management

DineEquity (Formerly IHOP Corp.)

DIN

449623107

05/21/08

Elect Director Michael S. Gordon

Management

Yes

For

Elect Director Larry Alan Kay

Management

Yes

For

Elect Director Julia A. Stewart

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Level 3 Communications, Inc.

LVLT

52729N100

05/20/08

Elect Directors James Q. Crowe

Management

Yes

For

Elect Directors Douglas C. Eby

Management

Yes

For

Elect Directors James O. Ellis, Jr.

Management

Yes

For

Elect Directors Richard R. Jaros

Management

Yes

For

Elect Directors Robert E. Julian

Management

Yes

For

Elect Directors Michael J. Mahoney

Management

Yes

For

Elect Directors Arun Netravali

Management

Yes

For

Elect Directors John T. Reed

Management

Yes

For

Elect Directors Walter Scott, Jr.

Management

Yes

For

Elect Directors Michael B. Yanney

Management

Yes

For

Elect Directors Albert C. Yates

Management

Yes

For

Approve Reverse Stock Split

Management

Yes

For

Reduce Supermajority Vote Requirement

Management

Yes

For

Declassify the Board of Directors

Management

Yes

For

Markel Corp.

MKL

570535104

5/13/2008

Elect Director J. Alfred Broaddus, Jr.

Management

Yes

For

Elect Director Douglas C. Eby

Management

Yes

For

Elect Director Leslie A. Grandis

Management

Yes

For

Elect Director Stewart M. Kasen

Management

Yes

For

Elect Director Alan I. Kirshner

Management

Yes

For

Elect Director Lemuel E. Lewis

Management

Yes

For

Elect Director Anthony F. Markel

Management

Yes

For

Elect Director Steven A. Markel

Management

Yes

For

Elect Director Jay M. Weinberg

Management

Yes

For

Ratify Auditors

Management

Yes

For

Amend Omnibus Stock Plan

Management

Yes

For

Odyssey Re Holdings Corp.

ORH

67612W108

04/23/08

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

Office Depot, Inc.

ODP

676220106

4/23/2008

Management Proxy (White Card)

Elect Director Lee A. Ault, III

Management

Yes

For

Elect Director Neil R. Austrian

Management

Yes

For

Elect Director David W. Bernauer

Management

Yes

For

Elect Director Abelardo E. Bru

Management

Yes

For

Elect Director Marsha J. Evans

Management

Yes

For

Elect Director David I. Fuente

Management

Yes

For

Elect Director Brenda J. Gaines

Management

Yes

For

Elect Director Myra M. Hart

Management

Yes

For

Elect Director W. Scott Hedrick

Management

Yes

For

Elect Director Kathleen Mason

Management

Yes

For

Elect Director Michael J. Myers

Management

Yes

For

Elect Director Steve Odland

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Dissident Proxy (Gold Card)

Elect Director Mark Begelman

Shareholder

N/A

For

Elect Director Martin E. Hanaka

Shareholder

N/A

For

Management Nominee - Lee A. Ault, III

Shareholder

N/A

For

Management Nominee - Neil R. Austrian

Shareholder

N/A

For

Management Nominee - David W. Bernauer

Shareholder

N/A

For

Management Nominee - Abelardo E. Bru

Shareholder

N/A

For

Management Nominee - Marsha J. Evans

Shareholder

N/A

For

Management Nominee - Brenda J. Gaines

Shareholder

N/A

For

Management Nominee - Myra M. Hart

Shareholder

N/A

For

Management Nominee - W. Scott Hedrick

Shareholder

N/A

For

Management Nominee - Kathleen Mason

Shareholder

N/A

For

Management Nominee - Michael J. Myers

Shareholder

N/A

For

Approve Executive Incentive Bonus Plan

Shareholder

N/A

For

Ratify Auditors

Shareholder

N/A

For

Olympus Corp.

7733 JP

6658801

06/27/08

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

Management

Yes

For

Amend Articles to: Amend 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

LongLeaf Partners Small Cap

For the Period July 1, 2007 to June 30, 2008

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

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 Internal Statutory Auditor

Management

Yes

For

Appoint Alternate Internal Statutory Auditor

Management

Yes

For

Pioneer Natural Resources Co.

PXD

723787107

05/16/08

Elect Director James R. Baroffio

Management

Yes

For

Elect Director Edison C. Buchanan

Management

Yes

For

Elect Director Scott D. Sheffield

Management

Yes

For

Elect Director Jim A. Watson

Management

Yes

For

Ratify Auditors

Management

Yes

For

Potlatch Corp.

PCH

737630103

05/05/08

Elect Director John C. Knoll

Management

Yes

For

Elect Director John S. Moody

Management

Yes

For

Elect Director Lawrence S. Peiros

Management

Yes

For

Elect Director William T. Weyerhaeuser

Management

Yes

For

Approve Executive Incentive Bonus Plan

Management

Yes

For

Ratify Auditors

Management

Yes

For

Service Corporation International

SCI

817565104

05/14/08

Elect Director Thomas L. Ryan

Management

Yes

For

Elect Director Malcolm Gillis

Management

Yes

For

Elect Director Clifton H. Morris, Jr.

Management

Yes

For

Elect Director W. Blair Waltrip

Management

Yes

For

Ratify Auditors

Management

Yes

For

The Washington Post Co.

WPO

939640108

5/8/2008

Elect Director Christopher C. Davis

Management

Yes

For

Elect Director John L. Dotson Jr.

Management

Yes

For

Elect Director Ronald L. Olson

Management

Yes

For

Other Business

Management

Yes

For

Willis Group Holdings Inc.

WSH

G96655108

04/23/08

ELECTION OF DIRECTOR: WILLIAM W. BRADLEY

Management

Yes

For

ELECTION OF DIRECTOR: JOSEPH A. CALIFANO

Management

Yes

For

ELECTION OF DIRECTOR: ANNA C. CATALANO

Management

Yes

For

ELECTION OF DIRECTOR: ERIC G. FRIBERG

Management

Yes

For

ELECTION OF DIRECTOR: SIR ROY GARDNER

Management

Yes

For

ELECTION OF DIRECTOR: SIR JEREMY HANLEY

Management

Yes

For

ELECTION OF DIRECTOR: ROBYN S. KRAVIT

Management

Yes

For

ELECTION OF DIRECTOR: WENDY E. LANE

Management

Yes

For

ELECTION OF DIRECTOR: JAMES F. MCCANN

Management

Yes

For

ELECTION OF DIRECTOR: JOSEPH J. PLUMERI

Management

Yes

For

ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS

Management

Yes

For

Ratify Auditors

Management

Yes

For

APPROVAL AND ADOPTION OF 2008 SHARE PURCHASE AND OPTION PLAN.

Management

Yes

For

AMENDMENT TO THE MEMORANDUM OF ASSOCIATION.

Management

Yes

For

AMENDMENT TO THE BYE-LAWS.

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, 2008

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