	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0582
	Washington, D.C. 20549	Expires: March 31, 2006
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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number			811-8544

FPA Funds Trust
(Exact name of registrant as specified in charter)

		11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA			90064
		(Address of principal executive offices)			(Zip code)

J. Richard Atwood, Treasurer

FPA Funds Trust

11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA 90064
(Name and address of agent for service)

Registrant’s telephone number, including area code:				310-473-0225

Date of fiscal year end:	3/31/05

Date of reporting period:	6/30/05

Item 1. Proxy Voting Record.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a)	The name of the issuer of the portfolio security;

(b)	The exchange ticker symbol of the portfolio security;

(c)	The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;

(d)	The shareholder meeting date;

(e)	A brief identification of the matter voted on;

(f)	Whether the matter was proposed by the issuer or by a security holder;

(g)	Whether the registrant cast its vote on the matter;

(h)	How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i)	Whether the registrant cast its vote for or against management.

FPA Crescent Fund Proxy Voting

Issuer

Ticker

CUSIP

Mtg Date

Matter

Issr or Shdr Proposal

Voted Y/N

How Voted

For or Against Mgmt

Plains Resources Inc.

PLX

726540503

7/22/2004

1. Proposal to approve and adopt the agreement and plan of merger, dated as of February 19, 2004, by and among Vulcan Energy Corporation, and Plains Resources Inc., and the merger of the Vulcan merger subsidiary with and into Plains Resources Inc., as more fully described in the proxy statement

Issuer

For

2. To grant to the proxyholders the authority to vote in their discretion with respect to the approval of any proposal to postpone or adjourn the special meeting to a later date to solicit additional proxies in favor of the approval and adoption of the agreement and plan of merger

Issuer

For

Palm Harbor Homes, Inc.

PHHM

696639103

7/28/2004

1. Election of Directors

Issuer

For

2. Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending March 25, 2005

Issuer

For

Dycom Industries, Inc.

267475101

11/23/2004

1. Election of Directors

Issuer

For

2. Approval of the company’s annual incentive plan

Issuer

For

Zale Corporation

ZLC

988858106

11/12/2004

1. Election of Directors

Issuer

For

2. To amend the company’s restated certificate of incorporation to increase the number of authorized shares of common stock to 150,000,000

Issuer

For

3. To ratify the appointment of KPMG LLP as the company’s independent public accountants for the fiscal year ending July 31, 2005

Issuer

For

Western Digital Corporation

WDC

958102105

11/18/2004

1. Election of Directors

Issuer

For

2. To approve the Western Digital Corporation 2004 performance incentive plan

Issuer

For

3. To ratify the appointment of KPMG LLP as independent accountants for Western Digital Corporation for the fiscal year ending July 1, 2005

Issuer

For

National-Oilwell, Inc.

NOI

637071101

3/11/2005

1. To approve the adoption of the amended and restated agreement and plan of merger, effective as of August 11, 2004, between National-Oilwell, Inc. and Varco International, Inc. as amended prior to the special meeting, as more fully described in the proxy statement.

Issuer

For

2. To approve the National-Oilwell Varco long-term incentive plan, subject to completion of the merger contemplated by the amended and restated agreement and plan of merger, effective as of August 11, 2004, between National-Oilwell, Inc. and Varco International, Inc. as amended prior to the special meeting.

Issuer

For

3. To approve the adjournment of the special meeting, for any reason, including to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the proposals.

Issuer

For

Ross Stores, Inc.

ROST

778296103

5/19/2005

1. Election of Directors

Issuer

For

2. Ratify appointment of Deloitte & Touche LLP as the company’s independent certified public accountants for the fiscal year ending January 28, 2006.

Issuer

For

Interactive Data Corporation

IDC

45840J107

5/19/2005

1. Election of Directors

Issuer

For

2. Re-approve performance criteria under 2000 long-term incentive plan for purposes of granting “performance-based compensation” awards in compliance with section 162(M) of the Internal Revenue Code.

Issuer

For

3. Ratify the appointment of Pricewaterhousecoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2005.

Issuer

For

Big Lots, Inc.

BLI

089302103

5/17/2005

1. Election of Directors

Issuer

For

2. Approval of the Big Lots 2005 long-term incentive plan.

Issuer

For

Trinity Industries, Inc.

TRN

896522109

5/9/2005

1. Election of Directors

Issuer

For

2. Approve ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2005.

Issuer

For

Onex Corporation

CA:OCX.SV

68272K103

5/12/2005

1. Appointment of an auditor of the corporation

Issuer

For

2. Authorization of the directors to fix the remuneration fo the auditor.

Issuer

For

3. Election of Directors as nominees of the holders of subordinate voting shares.

Issuer

For

Magna International, Inc.

MGA

559222401

5/3/2005

1. Election of Directors

Issuer

For

2. Re-appointment of Ernst & Young LLP as the auditor of the corporation, based on the recommendation of the audit committee of the board of directors, and authorizing the audit committee to fix the auditor’s remuneration.

Issuer

For

Plains Exploration & Production Co.

PXP

726505100

5/5/2005

1. Election of Directors

Issuer

For

2. Ratification of the selection of Pricewaterhousecoopers LLP as the company’s independent auditors for the fiscal year ending December 31, 2005.

Issuer

For

New York Community Bancorp, Inc.

NYB

649445103

6/1/2005

1. Election of Directors

Issuer

For

2. Ratification of the appointment of KPMG LLP as independent auditors of New York Community Bancorp, Inc. for the fiscal year ending December 31, 2005.

Issuer

For

Assurant, Inc.

AIZ

04621X108

6/2/2005

1. Election of Directors

Issuer

For

2. Appointment of Pricewaterhousecoopers LLP as independent public accounting firm.

Issuer

For

Sandisk Corporation

SNDK

80004C101

5/27/2005

1. Election of Directors

Issuer

For

2. To approve the implementation of the Sandisk Corporation 2005 stock incentive plan.

Issuer

For

3. To approve the implementation of the Sandisk Corporation 2005 employee stock purchase plan and the Sandisk Corporation 2005 international employee stock purchase plan, which will share a common share reserve of the company’s common stock.

Issuer

For

4. To ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending January 1, 2006.

Issuer

For

Foot Locker, Inc.

344849104

5/25/2005

1. Election of Directors

Issuer

For

2. Ratification of appointment of independent accountants.

Issuer

For

Tenet Healthcare Corporation

THC

88033G100

5/26/2005

1. Election of Directors

Issuer

For

2. To approve the third amended and restated 2001 stock incentive plan.

Issuer

For

3. To ratify the selection of KPMG LLP as independent registered public accountants for the year ending Decmeber 31, 2005.

Issuer

For

AGCO Corporation

001084102

4/21/2005

1. Election of Directors

Issuer

For

Novell, Inc.

NOVL

670006105

4/14/2005

1. Election of Directors

Issuer

For

2. Ratification of the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm

Issuer

For

3. Shareholder proposal to adopt a bylaw amendment that 50% of equity compensation of senior executives shall be performance-based, and details of such compensation shall be disclosed to stockholders

Shareholder

For

Against

Rowan Companies, Inc.

RDC

779382100

4/22/2005

1. Election of Directors

Issuer

For

2. Approval of the 2005 Rowan Companies, Inc. long-term incentive plan.

Issuer

Against

PG&E Corporation

PCG

69331C108

4/20/2005

1. Election of Directors

Issuer

For

2. Ratification of appointment of independent public accountants.

Issuer

For

3. Adoption of a new long-term incentive plan.

Issuer

For

4. Expense stock options

Shareholder

Against

For

5. Radioactive wastes

Shareholder

Against

For

6. Poison pill

Shareholder

Against

For

7. Performance-based options

Shareholder

For

Against

8. Future golden parachutes

Shareholder

For

Against

AFC Enterprises, Inc.

AFCE

00104Q107

5/3/2005

1. Election of Directors

Issuer

For

2. Approval of amendments to the 1992 stock option plan, the 2002 incentive stock plan, the 1996 nonqualified stock option plan, the 1996 nonqualified performance stock option plan - executive and the 1996 nonqualified performance stock option plan - general.

Issuer

For

Ventas, Inc.

VTR

92276F100

5/24/2005

1. Election of Directors

Issuer

For

2. To ratify the appointment of Ernst & Young LLP as the independent auditors for fiscal year 2005.

Issuer

For

3. To adopt the Ventas employee and director stock purchase plan.

Issuer

For

Ensco International Incorporated

ESV

26874Q100

5/3/05

1. Election of Directors

Issuer

For

2. Approval of an amendment to the compnay’s certificate of incorporation to consolidate the existing authorized two classes of preferred stock into a single class of preferred stock.

Issuer

For

3. Approval of an amendment to the company’s certificate of incorporation to remove restrictions on ownership and control of shares of the company by non-United States citizens.

Issuer

For

4. Approval of amendments to simplify and modernize the company’s certificate of incorporation.

Issuer

For

5. Approval of the 2005 cash incentive plan.

Issuer

For

6. Approval of the 2005 long-term incentive plan.

Issuer

For

7. Ratification of the audit committee’s appointment of KPMG LLP as the company’s independent accountants for 2005.

Issuer

For

The Brink’s Company

BCO

109696104

5/6/2005

1. Election of Directors

Issuer

For

2. Approve the selection of KPMG LLP as independent accountants to audit the accounts of the company and its subsidiaries for the year 2005.

Issuer

For

3. Approve the material terms of the performance goals under The Brink’s Company management performance improvement plan.

Issuer

For

4. Approve The Brink’s Company 2005 equity incentive plan.

Issuer

For

Westcorp

WES

957907108

4/26/2005

1. Election of Directors

Issuer

For

2. Amend Article I of Westcorp’s articles of incorporation, conditioned upon the completion of the merger of WFS Financial Inc. into Western Financial Bank, to read in full as follows: “Article I: The name of this corporation is Western Financial Bancorp.”

Issuer

For

3. Approve the Westcorp stock incentive plan.

Issuer

For

4. Ratify the appointment of Ernst & Young LLP as independent auditors.

Issuer

For

Maxtor Corporation

MXO

577729205

5/13/2005

1. Election of Directors

Issuer

For

2. Approve adoption of the company’s 2005 performance incentive plan.

Issuer

For

3. Approve an amendment of the company’s 1998 employee stock purchase plan to authorize the sale of an additional 7,000,000 shares.

Issuer

For

4. Ratify the engagement of Pricewaterhousecoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2005.

Issuer

For

WFS Financial Inc.

WFSI

92923B106

4/26/2005

1. Election of Directors

Issuer

For

2. Ratify the appointment of Ernst & Young LLP as independent auditors.

Issuer

For

GlobalSantaFe Corporation

GSF

G3930E101

6/7/2005

1. Election of Directors

Issuer

For

2. Amend the company’s 2003 long-term incentive plan to reduce the number of shares authorized for issuance under the plan and increase the number of such shares available for full-value stock awards.

Issuer

For

3. Ratify the appointment of Pricewaterhousecoopers LLP as the company’s independent auditor for the year ending December 31, 2005.

Issuer

For

Michaels Stores, Inc.

MIK

594087108

6/16/2005

1. Election of Directors

Issuer

For

2. Ratification of the audit committee’s selection of Ernst & Young LLP as the independent resigtered public accounting firm for fiscal 2005.

Issuer

For

3. Approval of the Michaels Stores, Inc. 2005 incentive compensation plan.

Issuer

For

Michaels Stores, Inc.

MIK

594087108

6/16/2005

1. Election of Directors

Issuer

For

2. Ratification of the audit committee’s selection of Ernst & Young LLP as the independent resigtered public accounting firm for fiscal 2005.

Issuer

For

3. Approval of the Michaels Stores, Inc. 2005 incentive compensation plan.

Issuer

For

Patterson-UTI Energy, Inc.

PTEN

703481101

6/15/2005

1. Election of Directors

Issuer

For

2. Approve the adoption of the Patterson-UTI Energy, Inc. 2005 long-term incentive plan.

Issuer

For

3. Ratify the selection of Pricewaterhousecoopers LLC as independent accountants of the company for the fiscal year ending December 31, 2005.

Issuer

For

Charming Shoppes, Inc.

CHRS

161133103

6/23/2005

1. Election of Directors

Issuer

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)		FPA Funds Trust

By (Signature and Title)*			/s/ J. Richard Atwood, Treasurer

Date	7/29/05

* Print the name and title of each signing officer under his or her signature.

FPA Crescent Fund (FPACX) N-PXAnnual report of proxy voting record

FPA Crescent Fund Proxy Voting