| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0582 |
| Washington, D.C. 20549 | Expires: March 31, 2006 |
|
| Estimated average burden hours per response......14.4 |
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number | 811-8544 | |||||||
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FPA Funds Trust | ||||||||
(Exact name of registrant as specified in charter) | ||||||||
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| 11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA | 90064 | ||||||
| (Address of principal executive offices) | (Zip code) | ||||||
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J. Richard Atwood, Treasurer | ||||||||
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FPA Funds Trust | ||||||||
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11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA 90064 | ||||||||
(Name and address of agent for service) | ||||||||
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Registrant’s telephone number, including area code: | 310-473-0226 |
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Date of fiscal year end: | 3/31 |
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Date of reporting period: | 7/1/05 to 6/30/06 |
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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; |
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(b) | The exchange ticker symbol of the portfolio security; |
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(c) | The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security; |
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(d) | The shareholder meeting date; |
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(e) | A brief identification of the matter voted on; |
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(f) | Whether the matter was proposed by the issuer or by a security holder; |
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(g) | Whether the registrant cast its vote on the matter; |
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(h) | How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); |
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(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 |
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National Oilwell Varco, Inc. |
| NOV |
| 637071101 |
| 7/22/2005 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Ratification of independent auditors |
| Issuer |
| Y |
| For |
| For |
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Zale Corporation |
| ZLC |
| 988858106 |
| 11/11/2005 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Approve an amendment to the Zale Corporation 2003 stock incentive plan to authorize the grant of time-vesting and performance-based restricted stock units and to establish categories of performance goals. |
| Issuer |
| Y |
| For |
| For |
| |
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| 3. Approve the Zale Corporation outside directors’ 2005 stock incentive plan. |
| Issuer |
| Y |
| For |
| For |
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| 4. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending July 31, 2006. |
| Issuer |
| Y |
| For |
| For |
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McData Corporation |
| MCDTA |
| 580031201 |
| 12/6/2005 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Ratify the appointment of Deloitte & Touche LLP as independent auditors for the fiscal year ending January 31, 2006. |
| Issuer |
| Y |
| For |
| For |
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Ensco International Incorporated |
| ENSCO |
| 26874Q100 |
| 5/9/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Ratification of the audit committee’s appointment of KPMG LLP as independent accountants for 2006. |
| Issuer |
| Y |
| For |
| For |
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National Oilwell Varco, Inc. |
| NOV |
| 637071101 |
| 5/17/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Ratification of independent auditors. |
| Issuer |
| Y |
| For |
| For |
| |
Plains Exploration & Production Co. |
| PXP |
| 726505100 |
| 5/4/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Ratify the selection of PricewaterhouseCoopers LLP as the company’s independent auditors for the fiscal year ending December 31, 2006. |
| Issuer |
| Y |
| For |
| For |
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Countrywide PLC |
| =CWD |
| G2456N255 |
| 5/4/2006 |
| 1. Accept financial statements and statutory reports. |
| Issuer |
| Y |
| For |
| For |
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| 2. Approve final dividend of 3.0 pence per share. |
| Issuer |
| Y |
| For |
| For |
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| 3. Approve remuneration report. |
| Issuer |
| Y |
| For |
| For |
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| 4. Re-elect Harry Hill as director. |
| Issuer |
| Y |
| For |
| For |
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| 5. Re-elect Andrew Brown as director. |
| Issuer |
| Y |
| For |
| For |
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2
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| 6. Re-appoint BDO Stoy Hayward LLP as auditors and authorize the board to determine their remuneration. |
| Issuer |
| Y |
| For |
| For |
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| 7. Authorize issue of equity or equity-linked securities with pre-emptive rights up to aggregate nominal amount of GBP 2,957,195. |
| Issuer |
| Y |
| ABS |
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| 8. Authorize issue of equity or equity-linked securities without pre-emptive rights up to aggregate nominal amount of GBP 443,579. |
| Issuer |
| Y |
| ABS |
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| 9. Authorize 17,743,173 ordinary shares for market purchase. |
| Issuer |
| Y |
| ABS |
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| 10. Amend Countrywide sharesave plan. |
| Issuer |
| Y |
| ABS |
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| 11. Amend Countrywide approved share option plan. |
| Issuer |
| Y |
| ABS |
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| 12. Amend Countrywide unapproved share option plan. |
| Issuer |
| Y |
| ABS |
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| 13. Amend Countrywide Assured Group PLC savings-related share option scheme. |
| Issuer |
| Y |
| ABS |
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| 14. Amend Countrywide Assured Group PLC executive share option scheme. |
| Issuer |
| Y |
| ABS |
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| 15. Approve Countrywide 2006 performance share plan. |
| Issuer |
| Y |
| For |
| For |
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Renault SA |
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| F77098105 |
| 5/4/2006 |
| 1. Receive the reports of the board of directors and the statutory auditors and approve the consolidated financial statements for the fiscal year ended December 31, 2005, in the form presented to the meeting and showing net income of EUR 3,453,222,000.00. |
| Issuer |
| Y |
| ABS |
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| 2. Receive the report of the board of directors and the auditors’ general report and approve the company’s financial statements and the balance sheet for the year ended December 31, 2005, as presented and showing income of EUR 581,254,313.75. |
| Issuer |
| Y |
| ABS |
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3
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| 3. Approve the income for the fiscal year be appropriated as follows: income for the fiscal year: EUR 581,254,313.75, legal reserve: nil, balance: EUR 581,254,313.75 prior retained earnings: EUR 6,123,488,222.94, distributable income: EUR 6,704,742,536.69, total dividend: EUR 683,849,083.20, retained earnings: EUR 6,020,893,453.49 the shareholders will receive a net dividend of EUR 2.40 per share, and will entitle; to the 40% allowance, in accordance with Article 158-3-2 of the new French General Tax Code; single taxpayers, divorcees, widowers and married taxpayers subjected to a separate taxation to an annual fixed allowance of EUR 1,525.00; married or pacses taxpayers subjected to a common taxation to an annual fixed allowance of EUR 3,050.00; this dividend will be paid on May 15, 2006; in the event tha the company holds some of its own shares on such date; the amount of the unpaid dividend on such shares shall be allocated to the retained earnings account, as required by law. |
| Issuer |
| Y |
| ABS |
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| 4. Approve, after hearing the special report of the auditors on agreements governed by Article L.225-38 of the French Commercial Code, and said report and the agreements referred to therein. |
| Issuer |
| Y |
| ABS |
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| 5. Approve to renew the appointment of Carlos Ghosn as a director for a 4-year period. |
| Issuer |
| Y |
| ABS |
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| 6. Approve to renew the appointment of Marc Ladreit De Lacharriere as director for a 4-year period. |
| Issuer |
| Y |
| ABS |
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| 7. Approve to renew the appointment of Jean-Claude Paye as a director for a 4-year period. |
| Issuer |
| Y |
| ABS |
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| 8. Approve to renew the appointment of Frank Riboud as a director for a 4-year period. |
| Issuer |
| Y |
| ABS |
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| 9. Appoint Hiroto Saikawa as a director, for a 4-year period. |
| Issuer |
| Y |
| ABS |
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4
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| 10. Grant discharge to Francois Pinault which term of office ceased during the fiscal year ended December 31, 2005, for the performance of its duty. |
| Issuer |
| Y |
| ABS |
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| 11. Approve the report of the auditors on the terms used for the assessment of the non-voting shares payment. |
| Issuer |
| Y |
| ABS |
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| 12. Authorize the board of directors to trade in the company’s shares on the stock market, subject to the conditions described below: maximum purchase price: EUR 100.00, maximum number of shares to be acquired: 10% of the share capital, total funds invested in the share buy backs: EUR 2,849,371,180.00, the number of shares purchased by the company within the context of a transaction, split, contribution merger will not exceed 5% of its capital, the shareholders’ meeting decides that the present authorization can be used even in a period of a takeover or exchange bid, and also to take all necessary measures and accomplish all necessary formalities; authority expires at the end of the 18-month period. |
| Issuer |
| Y |
| ABS |
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| 13. Authorize the board of directors to reduce the share capital, on one or more occasions and at its sole discretion, by cancelling the shares by virtue of the resoution no. 12 and held by the company in connection with a stock repurchase plan, up to a maximum of 10% of the share capital over a 24-month period; authority expires at the end of the 18-month period. |
| Issuer |
| Y |
| ABS |
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5
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| 14. Authorize the board of directors to grant, in one or more transactions, in favor of certain employees of the company, the companies and the trusts linked to it, options giving the right either to subscribe for new shares in the company to be issued through a share capital increase, or to purchase existing shares purchased by the company, it being provided that the options shall not give rights to a total number of shares, which shall exceed 3.20% of the share capital, and also to take all necessary measures and accomplish all necessary formalities; to charge the share issuance costs against the related premiums and deduct from the premiums the amounts necessary to raise the legal reserve to one-tenth of the new capital after each increase; authority expires at the end of the 38-month period. |
| Issuer |
| Y |
| ABS |
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| 15. Authorize the board of directors to grant, for free, existing or future shares, in favor of the employees of the company or certain categories of them and of companies, trusts linked to it, they may represent more than 0.53% of the amount of the share capital, and also to take all necessary measures and accomplish all necessary formalities; to charge the share issuance costs agains the related premiums and deduct from the premiums the amounts necessary to raise the legal reserve to one-tenth of the new capital after each increase; authority expires at the end of the 38-month year period. |
| Issuer |
| Y |
| ABS |
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| 16. Amend Article Number 12 of the by-laws, board of directors’ meetings and deliberations. |
| Issuer |
| Y |
| ABS |
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| 17. Amend Article 6 of the bylaws by deleting last indent and to add a new Article 7 and to amend in consequence the number of the Articles. |
| Issuer |
| Y |
| ABS |
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6
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| 18. Amend the Articles of the bylaws Number 19 to eventually the numbering of the Article and last indent of Article Number 30. |
| Issuer |
| Y |
| ABS |
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| 19. Grant all powers on the bearer of an original, a copy or an extract of the minutes of this meeting to carry out all filings, publications and other formalities prescribed by law. |
| Issuer |
| Y |
| ABS |
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AFC Enterprises, Inc. |
| AFCE |
| 00104Q107 |
| 5/25/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Approval of the 2006 stock incentive plan. |
| Issuer |
| Y |
| For |
| For |
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Lenovo Group Ltd. |
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| Y525Y107 |
| 5/24/2006 |
| 1. Approve and ratify the services contract, including the continuing term and the relevant provisions as specified, entered into by and between the company and Mr. William J. Amelio, an executive director, the president and the chief executive officer of the company; and authorize any one director, or any one director and the company secretary if the affixation of the common seal is necessary, for and on behalf of the company and/or its subsidiaries to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/them to be incidental to, ancillary to or in connection with the matters contemplated in the service contract. |
| Issuer |
| Y |
| ABS |
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Onex Corporation |
| =OCX |
| 68272K103 |
| 5/11/2006 |
| 1. Appointment of an auditor of the corporation. |
| Issuer |
| Y |
| For |
| For |
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| 2. Authorization of the directors to fix the remuneration of the auditor. |
| Issuer |
| Y |
| For |
| For |
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| 4. Election of directors as nominees of the holders of subordinate voting shares. |
| Issuer |
| Y |
| For |
| For |
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GlobalSantaFe Corporation |
| GSF |
| G3930E101 |
| 5/23/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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7
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| 2A. Amend the company’s amended and restated articles of association, as amended to date; to provide that the issuance of preference shares is not a variation of the rights of the holders of ordinary shares and to make a related clarifying change, and amend the company’s amended and restated memorandum of association to make a related clarifying change. |
| Issuer |
| Y |
| For |
| For |
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| 2B. Amend the existing articles of association to increase the company’s flexibility in repurchasing it shares. |
| Issuer |
| Y |
| For |
| For |
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| 2C. Amend the existing articles of association to delete obsolete provisions relating to Kuwait Petroleum Corporation and its affiliates. |
| Issuer |
| Y |
| For |
| For |
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| 2D. Amend the existing memorandum of association and the existing articles of association to clarify, update and make minor changes to certain provisions. |
| Issuer |
| Y |
| For |
| For |
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| 2E. Amend and restate the existing memorandum of association and the existing articles of association to incorporate all previous amendments thereto. |
| Issuer |
| Y |
| For |
| For |
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| 3. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent auditor for the fiscal year ending December 31, 2006. |
| Issuer |
| Y |
| For |
| For |
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Ares Capital Corporation |
| ARCC |
| 04010L103 |
| 5/30/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Ratify the selection of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2006. |
| Issuer |
| Y |
| For |
| For |
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| 3. Approve an amended and restated investment advisory and management agreement between the company and Ares Capital Management as described in the proxy statement. |
| Issuer |
| Y |
| For |
| For |
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Magna International Inc. |
| MGA |
| 559222401 |
| 5/2/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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8
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| 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 |
| Y |
| For |
| For |
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PG&E Corporation |
| PCG |
| 69331C108 |
| 4/19/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Ratification of the appointment of the independent registered public accounting firm. |
| Issuer |
| Y |
| For |
| For |
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| 3. Proposal regarding poison pill. |
| Shareholder |
| Y |
| For |
| Against |
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| 4. Proposal regarding independent board chairman. |
| Shareholder |
| Y |
| For |
| Against |
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The Brink’s Company |
| BCO |
| 109696104 |
| 5/5/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Approve the selection of KPMG LLP as independent public accountants to audit the accounts of the company and its subsidiaries for the year 2006. |
| Issuer |
| Y |
| For |
| For |
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Assurant, Inc. |
| AIZ |
| 04621X108 |
| 5/18/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
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| 2. Appointment of PricewaterhouseCoopers LLP, as independent registered public accounting firm. |
| Issuer |
| Y |
| For |
| For |
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Alfa Laval AB |
| =ALF |
| W04008152 |
| 4/27/2006 |
| 1. Opening of the meeting. |
| Issuer |
| Y |
| For |
| For |
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| 2. Appoint attorney Bertil Villard as the chairman of the meeting. |
| Issuer |
| Y |
| For |
| For |
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| 3. Approve the voting list. |
| Issuer |
| Y |
| For |
| For |
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| 4. Approve the agenda for the meeting. |
| Issuer |
| Y |
| For |
| For |
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| 5. Elect one or two persons to verify the minutes. |
| Issuer |
| Y |
| For |
| For |
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| 6. Approve to determine whether the meeting has been properly convened. |
| Issuer |
| Y |
| For |
| For |
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| 7. Approve the statement by the president. |
| Issuer |
| Y |
| For |
| For |
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| 8. Approve the report on the work of the board and the board’s committees. |
| Issuer |
| Y |
| For |
| For |
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| 9. Receive the annual report, the auditors’ report and the consolidated annual report and the auditors’ report on the consolidated annual report. |
| Issuer |
| Y |
| For |
| For |
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| 10A. Adopt the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet. |
| Issuer |
| Y |
| For |
| For |
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9
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| 10B. Approve a dividend for 2005 of SEK 5.10 per share; May 3, 2006 as the record date to receive the dividend. |
| Issuer |
| Y |
| For |
| For |
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| 10C. Grant discharge from liability of the board members and the president. |
| Issuer |
| Y |
| ABS |
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| 11. Approve the report on the work of the nomination committee. |
| Issuer |
| Y |
| ABS |
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| 12. Approve to determine the number of members of the board of directors at 8 and no deputies. |
| Issuer |
| Y |
| For |
| For |
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| 13. Approve the remuneration to the board of directors as SEK 2,825,000 to be distributed to the members elected by the AGM who are not employed by the company as follows: chariman SEK 725,000; other members SEK 300,000; supplement for the chairman of the audit committee SEK 100,000; supplement for the members of the audit committee SEK 50,000; supplement to members of the remuneration committee SEK 50,000; remuneration to the auditors is proposed to follow existing contracts. |
| Issuer |
| Y |
| For |
| For |
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| 14. Re-elect Messrs. Gunilla Berg, Bjorn Hagglund, Anders Narvinger, Finn Rausing, Jorn Rausing, Lars Renstrom and Waldemar Schmidt as the board members; Lena Olving has declined re-election; elect Mr. Ulla Litzen and appoint Mr. Anders Narvinger as the chairman of the board. |
| Issuer |
| Y |
| For |
| For |
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| 15. Amend the Articles 5, 6, 8, 10 and 11 of the articles of association to confirm with the new Companies Act that became effective on January 1, 2006 as specified. |
| Issuer |
| Y |
| For |
| For |
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| 16. Adopt the following principles for remuneration and other terms of employment for the company management: 1) Scope: company management means the president and members of the group management; these principles are adopted by the meeting, and for changes to currently existing employment contracts for such individuals that are made thereafter; management personnel residing outside of Sweden shall be offered terms that are competitive in the countries in which those individuals reside; 2) Basic principles and how remuneration issues are prepared: the basic principles are that Alfa Laval shall offer market-rate remuneration so that the company can attract and retain a competent management team the board has established a committee and charged it with the task of preparing matters regarding remuneration and other employment terms for company management; the board decides on these issues after the issues have been prepared by the remuneration committee; 3) Fixed remuneration: fixed salaries are reviewed annually and based on the competence and areas of responsibility of the individual officer; 4) Variable remuneration: variable remuneration can comprise a maximum of between 15 and 60% of the fixed remuneration, depending on the position; the range of the variable portion depends on the degree of fulfillment of, particularly, financial goals and, to a more limited extent, also qualitative goals; the board can consider whether or not to propose a share or share-related program for company management to the meeting; 5) Pension remuneration: a detailed description of existing pension benefits for company management is available in note 3 of the 2005 annual report; pension contracts shall be based on the ITP plan with supplements above 30 basic amounts relating to old-age or family pensions, or similar pension solutions; this supplement above 30 basic amounts shall be defined-contribution and be based on retirement not earlier than 62 years of age; Alfa Laval shall offer the opportunity of allocating salary and bonuses towards a temporary old-age and family pension; 6) Non-monetary remuneration: company management has the right to normal non-monetary remuneration, such as a company car and company healthcare; in certain instances, Alfa Laval can also arrange for housing; 7) Dismissal and severance pay: when Alfa Laval dismisses someone in company management, they are entitled to receive remuneration during the termination period and severange pay corresponding to a maximum of 24 monthly salaries.
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| Issuer |
| Y |
| For |
| For |
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11
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| 17. Approve that there shall be a nomination committee to prepare and present proposals for shareholders at the AGM regarding the election of the chairman of the AGM, chairman of the board, the board members and, if applicable, the auditors as well as the board and auditor fees; the nomination committee comprise a maximum of 5 members, which shall be the representatives of the 5 largest shareholders at the close of the third quarter; the majority of the nomination committee members shall not be the board members; appoint the members of the nomination committee as follows: the board chairman shall at the end of the third quarter contact the 5 largest shareholders in the company, which then have the right to appoint the members to the nomination committee. In addition the nomination committee may decide that the chairman of the board and other directors of the board shall be members of the nomination committee. If any of these five shareholders declines the right to appoint a member to the nomination committee, there is no obligation to ask more than eight of the largest shareholders, if this is not required for the nomination committee to comprise at least 3 members; if a member resigns from the nomination committee before its work is completed, the shareholder who appointed the member has the right to appoint a replacement. The nomination committee should be chaired by an owner representative who can also be a director of the board; the chairman of the board shall however not be appointed as the chairman of the nomination committee; the chairman of the board shall, as part of the nomination committee's work, ensure that the nomination committee is informed about the board's work and need for specific competence and other circumstances that could be of importance for the nomination committee; individual shareholders shall be entitled to submit proposals for the board members to the nomination committee for further evaluation within the framework of their work. |
| Issuer |
| Y |
| For |
| For |
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| 18. Other issues in accordance with the Swedish Companies Act or the articles of association. |
| Issuer |
| Y |
| ABS |
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| 19. Closing the meeting. |
| Issuer |
| Y |
| For |
| For |
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Ventas, Inc. |
| VTR |
| 92276F100 |
| 5/19/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
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| 2. Ratify the appointment of Ernst & Young LLP as the independent auditors for fiscal year 2006. |
| Issuer |
| Y |
| For |
| For |
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| 3. Approve the adoption of the Ventas, Inc. 2006 incentive plan. |
| Issuer |
| Y |
| For |
| For |
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| 4. Approve the adoption of the Ventas, Inc. 2006 stock plan for directors. |
| Issuer |
| Y |
| For |
| For |
|
Interactive Data Corporation |
| IDC |
| 45840J107 |
| 5/17/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
|
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|
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| 2. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2006. |
| Issuer |
| Y |
| For |
| For |
|
12
Reliant Energy, Inc. |
| RRI |
| 75952B105 |
| 5/19/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
|
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|
|
| 2. Ratify KPMG LLP as the company’s independent auditors for the fiscal year ending December 31, 2006. |
| Issuer |
| Y |
| For |
| For |
| |
|
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| 3. Proposal regarding the elimination of a classified board of directors. |
| Shareholder |
| Y |
| For |
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AGCO Corporation |
| AG |
| 001084102 |
| 4/27/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
|
|
|
|
| 2. Approval of the 2006 long-term incentive plan. |
| Issuer |
| Y |
| ABS |
|
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| |
Big Lots, Inc. |
| BLI |
| 089302103 |
| 5/25/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
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|
|
| 2. Approval of the 2006 bonus plan. |
| Issuer |
| Y |
| For |
| For |
|
Charming Shoppes, Inc. |
| CHRS |
| 161133103 |
| 6/22/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
Foot Locker, Inc. |
| FL |
| 344849104 |
| 5/24/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
|
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|
|
| 2. Ratification of appointment of independent registered public accountants. |
| Issuer |
| Y |
| For |
| For |
| |
|
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|
|
| 3. Re-approval of the performance goals under the long-term incentive compensation plan. |
| Issuer |
| Y |
| For |
| For |
|
Michaels Stores, Inc. |
| MIK |
| 594087108 |
| 6/20/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
|
|
|
|
| 2. Ratification of the audit committee’s selection of Ernst & Young LLP as independent registered public accounting firm for fiscal 2006. |
| Issuer |
| Y |
| For |
| For |
| |
Ross Stores, Inc. |
| ROST |
| 778296103 |
| 5/18/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
|
|
|
|
| 2. Approve the company’s second amended and restated incentive compensation plan. |
| Issuer |
| Y |
| For |
| For |
| |
|
|
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|
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|
|
| 3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending February 3, 2007. |
| Issuer |
| Y |
| For |
| For |
|
Rowan Companies, Inc. |
| RDC |
| 779382100 |
| 4/28/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
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|
|
| 2. Ratification of the appointment of Deloitte & Touche LLP as independent auditors for 2006. |
| Issuer |
| Y |
| For |
| For |
| |
Trinity Industries, Inc. |
| TRN |
| 896522109 |
| 5/15/2006 |
| 1. Election of Directors |
| Issuer |
| Y |
| For |
| For |
|
|
|
|
|
|
|
| 2. To approve ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2006. |
| Issuer |
| Y |
| For |
| For |
|
13
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 | 7/31/06 | ||
* Print the name and title of each signing officer under his or her signature.
14