FPA Crescent Fund NPX Annual report of proxy voting record

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0582
	Washington, D.C. 20549	Expires: April 30, 2009
		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

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

Date of reporting period:	7/1/06 to 6/30/07

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

Lenovo Group Ltd.

=LEN

6218089HK

8/29/2006

1. Receive and approve the audited accounts for the year ended March 31, 2006 together with the reports of the directors and the auditors thereon.

Issuer

For

2. Declare a final dividend for the issued ordinary shares for the year ended March 31, 2006.

Issuer

For

3a. Re-elect William J. Amelio as a director.

Issuer

For

3b. Re-elect John W. Barter III as a director.

Issuer

For

3c. Re-elect Liu Chuanzhi as a director.

Issuer

For

3d. Re-elect Zhu Linan as a director.

Issuer

For

3e. Re-elect Wong Wai Ming as a director.

Issuer

For

3f. Re-elect Ting Lee Sen as a director.

Issuer

For

3g. Authorize the board of directors to fix the directors’ fees.

Issuer

For

4. Re-appoint PricewaterhouseCoopers LLP as the auditors and authorize the board of directors of the company to fix the auditors’ remuneration.

Issuer

For

5. Authorize the directors of the company, pursuant to Section 57B of the companies ordinance, to allot, issue and deal with additional voting ordinary shares in the share capital of the company and make or grant offers, agreements and options including warrants, bonds, notes, debentures and other securities which carry rights to subscribe for or are convertible into voting ordinary shares during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the company otherwise than pursuant to: i) a rights issue as hereinafter defined; or ii) an issue of shares upon the exercise of options granted under any share option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares in the company; or iii) an issue of shares as scrip dividends pursuant to the articles of association of the company from time to time; or iv) any issue of shares in the company upon the exercise of subscription or conversion rights under the terms of any existing warrants of the company or any existing securities of the company which carry rights to subscribe for or are convertible into shares of the company; authority expires at the earlier of the conclusion of the next annual general meeting of the company or the expiration of the period within which the next annual general meeting of the company is required to be held by the companies ordinance or the articles of association of the company.

Issuer

For

6. Authorize the directors of the company to repurchase shares of the company during the relevant period, on The Stock Exchange of Hong Kong Limited Stock Exchange or any other sotck exchange on which the shares of the company may be listed and recognized by the Securities and Futures Commission and The Stock Exchange for such purposes, subject to and in accordance with all applicable laws and the requirements of the rules governing the listing of securities on The Stock Exchange or of any other stock exchange as amended from time to time, not exceeding 10% of the aggregate nominal amount of the issued voting ordinary share capital of the company; authority expires at the earlier of the conclusion of the next annual general meeting of the company or the expiration of the period within which the next annual general meeting of the company is required to be held by the companies ordinance or the articles of association of the company.

Issuer

For

7. Approve, conditional upon the passing of resolutions 5 and 6, to extend the general mandate granted to the directors of the company to allot, issue and deal with the shares pursuant to resolution 5, by an amount representing the aggregate nominal amount of the share capital repurchased pursuant to resolution 6, provided that such amount does not exceed 10% of the aggregate nominal amount of the issued share capital of the company at the date of passing this resolution.

Issuer

For

Patterson-UTI Energy, Inc.

PTEN

703481101

7/12/2006

1. Election of Directors

Issuer

For

MCDATA Corporation

MCDTA

580031201

7/24/2006

1. Election of Directors

Issuer

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent auditors for the fiscal year ending January 31, 2007.

Issuer

For

3. Approve the 2006 MCDATA omnibus equity incentive plan.

Issuer

For

4. Approve the amendment and restatement of the 2004 inducement equity grant plan.

Issuer

For

The Finish Line,Inc.

FINL

317923100

7/20/2006

1. Election of Directors

Issuer

For

2. Ratification of the selection of Ernst & Young LLP as the company’s independent auditors for the company’s fiscal year ending March 3, 2007.

Issuer

For

Tate & Lyle PLC

=TA

87426R2**

7/19/2006

1. Receive the accounts and the reports of the directors and of the auditors for the year ended March 31, 2006.

Issuer

For

2. Approve the directors’ remuneration report set out in the report and the accounts for the year ended March 31, 2006.

Issuer

For

3. Declare a final dividend on the ordinary shares of the company.

Issuer

For

4. Re-elect Iain Ferguson as a director of the company.

Issuer

For

5. Re-elect Stanley Musesengwa as a director of the company.

Issuer

For

6. Re-elect Stuart Strathdee as a director of the company.

Issuer

For

7. Re-elect Robert Walker as a director of the company.

Issuer

For

8. Re-appoint PricewaterhouseCoopers LLP as the auditors.

Issuer

For

9. Authorize the directors to set the remuneration of the auditors.

Issuer

For

10. Approve to renew the company’s authority to purchase its own shares.

Issuer

For

11. Approve to renew the directors’ authority to allot shares.

Issuer

For

12. Approve to renew the directors’ authority to disapply the shareholders’ pre-emption rights in relation to the allotment of shares.

Issuer

For

13. Approve to renew the company’s authority to make political donations and to incur political expenditure.

Issuer

For

EMI Group PLC

=EMI

G00444736

7/13/2006

1. Receive the directors’ report and the financial statements for the year ended March 31, 2006.

Issuer

For

2. Declare a final dividend of 6.0p per ordinary share.

Issuer

For

3. Approve the directors’ remuneration report for the year ended March 31, 2006.

Issuer

For

4. Re-elect E. L. Nicoli as a director of the company.

Issuer

For

5. Re-elect D. J. Londoner as a director of the company.

Issuer

For

6. Re-elect K. K. Carton as a director of the company.

Issuer

For

7. Re-elect R. C. Faxon as a director of the company.

Issuer

For

8. Re-appoint Ernst & Young LLP as the auditor until the conclusion of the next general meeting at which accounts are laid before the company.

Issuer

For

9. Authorize the directors to determine the remuneration of the auditor.

Issuer

For

10. Grant authority to allot relevant securities conferred on the directors by Article 14 of the company’s articles of association; authority expires the earlier of the conclusion of the 2007 annual general meeting or October 12, 2007 and for such period the section 80 amount shall be GBP 42,714,418.

Issuer

For

11. Grant power, subject to the passing of resolution 10, to allot equity securities for cash as if Section 89(1) of the companies act 1985 did not apply conferred on the directors by Article 14(B) of the company’s articles of association; authority expires at the conclusion of the 2007 annual general meeting or October 12, 2007 and for such period the Section 89 amount shall be GBP 5,550,479.

Issuer

For

12. Authorize the company, pursuant to the authority contained in its articles of association, to make market purchases Section 163(3) of the companies act of 1985 up to a maximum of 79,292,556 ordinary shares of 14p each at a minimum price 14p and the maximum price per ordinary share is not more than 5% above the average of the middle market quotations for an ordinary share as derived from the Daily Official List of the London Stock Exchange for the 5 business days in respect of which such Daily Official List is published before the purchase is made; authority expires the earlier at the conclusion of the 2007 annual general meeting or October 12, 2007; the company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry.

Issuer

For

13. Authorize EMI Group PLC to: i) make donations to EU political organizations of not more than GBP 50,000 in total; and, ii) incur EU political expenditure of no more than GBP 50,000 in total, provided that the aggregate donations to EU political organizations and EU political expenditure incurred by EMI Group PLC and all of its subsidiaries shall not during such period exceed GBP 50,000; authority expires the earlier at the conclusion of the 2007 annual general meeting or October 12, 2007.

Issuer

For

14. Authorize EMI Music Limited to: i) make donations to EU political organizations of not more than GBP 50,000 in total; and, ii) incur EU political expenditure of no more than GBP 50,000 in total, provided that the aggregate donations to EU political organizations and EU political expenditure incurred by EMI Group PLC and all of its subsidiaries shall not during such period exceed GBP 50,000; authority expires the earlier at the conclusion of the 2007 annual general meeting or October 12, 2007.

Issuer

ABS

15. Authorize EMI Records Limited to: i) make donations to EU political organizations of not more than GBP 50,000 in total; and, ii) incur EU political expenditure of no more than GBP 50,000 in total, provided that the aggregate donations to EU political organizations and EU political expenditure incurred by EMI Group PLC and all of its subsidiaries shall not during such period exceed GBP 50,000; authority expires the earlier at the conclusion of the 2007 annual general meeting or October 12, 2007.

Issuer

ABS

16. Authorize EMI Music Publishing Limited to: i) make donations to EU political organizations of not more than GBP 50,000 in total; and, ii) incur EU political expenditure of no more than GBP 50,000 in total, provided that the aggregate donations to EU political organizations and EU political expenditure incurred by EMI Group PLC and all of its subsidiaries shall not during such period exceed GBP 50,000; authority expires the earlier at the conclusion of the 2007 annual general meeting or October 12, 2007.

Issuer

ABS

17. Authorize Virgin Records Limited to: i) make donations to EU political organizations of not more than GBP 50,000 in total; and, ii) incur EU political expenditure of no more than GBP 50,000 in total, provided that the aggregate donations to EU political organizations and EU political expenditure incurred by EMI Group PLC and all of its subsidiaries shall not during such period exceed GBP 50,000; authority expires the earlier at the conclusion of the 2007 annual general meeting or October 12, 2007.

Issuer

ABS

Ace Aviation Holdings Inc.

=ACE

00440P201

10/5/2006

1. Passing a special resolution, attached as appendix “A” to the management proxy circular, approving the plan of arrangement under the Canada business corporations act set forth in appendix “B” to the management proxy circular.

Issuer

For

2. The undersigned certifies that it has made reasonable inquiries as to the Canadian status of the registered holder and the beneficial owner of the shares represented by this voting instruction form and has read the definitions found below as to make an accurate declaration of Canadian status, the undersigned hereby certifies that the shares represented by this voting instruction form are, owned and controlled by a Canadian.

Issuer

ABS

For

Michaels Stores, Inc.

MIK

594087108

10/5/2006

1. To adopt the agreement and plan of merger, dated as of June 30, 2006, as amended, among Bain Paste Mergerco, Inc., Blackstone Paste Mergerco, Inc., Bain Paste Finco, LLC, Blackstone Paste Finco, LLC and Michaels Stores, Inc. (the “Merger Agreement”).

Issuer

For

2. To adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the Merger Agreement.

Issuer

For

Zale Corporation

ZLC

988858106

11/15/2006

1. Election of Directors

Issuer

For

2. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending July 31, 2007.

Issuer

For

Koninklijke Phillips Electronics N.V. (Royal Phillips Electronics)

500472303

3/29/2007

1. Approval of the adoption of the 2006 financial statements.

Issuer

ABS

2. Approval of the adoption of the dividend to shareholders of EUR 0.60 per common share.

Issuer

For

3. Approval of the discharge of the responsibilities of the members of the board of management.

Issuer

ABS

4. Approval of the discharge of the responsibilities of the members of the supervisory board.

Issuer

ABS

5. Approval to re-appoint Mr. G. J. Kleisterlee as President/CEO and a member of the board of management of the company as of April 1, 2007.

Issuer

For

6. Approval to re-appoint Mr. G. H. A. Dutine as a member of the board of management of the company as of April 1, 2007.

Issuer

For

7. Approval to re-appoint Mr. S. H. Rusckowski as a member of the board of management of the company as of April 1, 2007.

Issuer

For

8. Approval to re-appoint Mr. J. M. Hessels as a member of the supervisory board of the company as of March 29, 2007.

Issuer

For

9. Approval to re-appoint Mr. C. J. A. van Lede as a member of the supervisory board of the company as of March 29, 2007.

Issuer

For

10. Approval to re-appoint Mr. J. M. Thompson as a member of the supervisory board of the company as of March 29, 2007.

Issuer

For

11. Approval to re-appoint Mr. H. von Prondzynski as a member of the supervisory board of the company as of March 29, 2007.

Issuer

For

12. Approval to amend the long-term incentive plan.

Issuer

ABS

13. Approval to amend the remuneration policy for the board of management.

Issuer

ABS

14. Approval of the authorization of the board of management to issue shares or grant rights to acquire shares within the limits laid down in the articles of association of the company, with the approval of the supervisory board.

Issuer

ABS

15. Approval of the authorization of the board of management to restrict or exclude the pre-emption rights accruing to shareholders, with the approval of the supervisory board.

Issuer

ABS

16. Approval of the authorization of the board of management to acquire shares in the company.

Issuer

For

Countrywide plc

=CWD

G2456N255

4/13/2007

1. Approve the purpose of giving effect to the Scheme of arrangement dated 20 March 2007 in its original form or subject to such modification, addition or condition agreed by the company and the court (the “Scheme”) proposed to be made between the company and the Scheme shareholders (as defined in the Scheme), a print of which has been produced to the meeting and (for the purpose of identification only) signed by the chairman thereof; each Scheme share shall be reclassified and subdivided immediately upon delivery of the Scheme court order to the registrar of companies (each as defined in the Scheme) into 1X share, 1Y share and 1Z share (each as defned in the Scheme); subject to, and with effect from, the reclassification and subdivision referred to in this paragraph (i) above, Article 3 of the articles of association of the company shall be replaced with the following new Article 3 as specified, subject to the reclassification and subdivision of the Scheme shares referred to in paragraph (i) above taking effect, the issued share capital of the company shall be reduced by cancelling and extinguishing all of the X shares, Y shares and Z shares then in issue; authorize the directors, subject to, and forthwith upon, the above reduction of capital referred to in paragraph (iii) above (the reduction of capital) taking effect and notwithstanding anything to the contrary in the articles of association of the company, the share capital of the company be increased by the creation of such number of new ordinary shares of 5 pence each as have an aggregate nominal value equal to the aggregate nominal value of the X shares and Y shares cancelled pursuant to paragraph (iii) above, the reserve arising in the books of account of the company as a result of the cancellation of the X shares and Y shares be capitalized and applied in paying up in full at par the new ordinary shares so created, such ordinary shares to be allotted and issued credited as fully paid to Mr. Castle Bidco and/or its nominee, for the purpose of Section 80 of the Companies Act of 1985, to allot the new ordinary shares referred to in paragraph (iv)(A) of the resolution, the maximum aggregate nominal amount of the shares which may be allotted under this authority shall be the aggregate nominal amount of the new ordinary shares created pursuant to paragraph (iv)(A) of the resolution (authority expires the earlier of the AGM of the company to be held in 2008 or 30 June 2008); and the directors may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry; subject to and with effect from the passing of this resolution, the articles of association of the company may be amended by the adoption and inclusion of the following new Article 8A as specified.

Issuer

For

PG&E Corporation

PCG

69331C108

4/18/2007

1. Election of Directors

Issuer

For

2. Ratification of the appointment of the independent registered public accounting firm.

Issuer

For

3. Performance-based stock options

Shareholder

For

Against

4. Cumulative voting

Shareholder

For

Against

Alfa Laval AB

=ALF

W04008152

4/23/2007

1. Elect Anders Narvinger as chairman of the meeting.

Issuer

For

2.Prepare and approve list of shareholders.

Issuer

For

3. Approve agenda of meeting.

Issuer

For

4. Designate inspector or shareholder representative(s) of minutes of meeting.

Issuer

For

5. Acknowledge proper convening of meeting.

Issuer

For

6. Approve financial statements and statutory reports.

Issuer

For

7. Approve allocation of income and dividends of SEK 6.25 per share.

Issuer

For

8. Approve discharge of board and president.

Issuer

For

9. Determine number of members (8) and deputy members (0) of board.

Issuer

For

10. Approve remuneration of directors in the aggregate amount of SEK 3.05 million; approve remuneration for auditors.

Issuer

For

11. Re-elect Gunilla Berg, Bjoern Haegglund, Ulla Litzen, Anders Narvinger (chairman), Finn Rausing, Joern Rausing, Lars Renstroem and Waldemar Schmidt.

Issuer

For

12. Approve remuneration policy and other terms of employment for executive management.

Issuer

For

13. Elect members of nominating committee.

Issuer

For

14. Sell Alfa Laval Biokinetics to the company’s management.

Issuer

For

15. Authorize repurchase of up to 10% of issued share capital.

Issuer

For

Chevron Corporation

CVX

166764100

4/25/2007

1. Election of Directors

Issuer

For

2. Ratification of independent registered public accounting firm.

Issuer

For

3. Amend Chevron’s restated certificate of incorporation to repeal the supermajority vote provisions.

Issuer

For

4. Adopt policy and report on human rights.

Shareholder

For

Against

5. Adopt goals and report on greenhouse gas emissions.

Shareholder

For

Against

6. Adopt policy and report on animal welfare.

Shareholder

For

Against

7. Recommend amendment to the by-laws to separate the CEO/Chairman positions.

Shareholder

Against

For

8. Amend the by-laws regarding the stockholder rights plan policy.

Shareholder

Against

For

9. Report on host country environmental laws.

Shareholder

For

Against

AGCO Corporation

001084102

4/26/2007

1. Election of Directors

Issuer

For

2. Approval of the ratification of KPMG LLP as the company’s independent registered public accounting firm for 2007.

Issuer

For

Oesterreichische Post AG

B1577G7AT

4/26/2007

1. Receive the annual report of the managing board and the supervisory board on the fiscal year 2006.

Issuer

For

2. Approve the allocation of the net income.

Issuer

For

3. Approve the actions of the managing board and the supervisory board for the fiscal year 2006.

Issuer

For

4. Approve the remuneration of the members of the supervisory board for 2006.

Issuer

For

5. Elect the auditors for the fiscal year 2007.

Issuer

For

6. Authorize the management to repurchase the company’s shares up to 10% of the capital within 18 months.

Issuer

For

7. Elect the supervisory board.

Issuer

For

Plains Exploration & Production Co.

PXP

726505100

5/3/2007

1. Election of Directors

Issuer

For

2. Approve the amendment of the company’s 2004 stock incentive plan as described in the accompanying proxy statement.

Issuer

For

3. Ratify the selection of PricewaterhouseCoopers LLP as the company’s independent auditors for the fiscal year ending December 31, 2007.

Issuer

For

The Brink’s Company

BCO

109696104

5/4/2007

1. Election of Directors

Issuer

For

2. Approve the selection of KPMG LLP as an independent registered public accounting firm to audit the accounts of the company and its subsidiaries for the fiscal year ending December 31, 2007.

Issuer

For

Trinity Industries, Inc.

TRN

896522109

5/7/2007

1. Election of Directors

Issuer

For

2. To approve an amendment to the certificate of incorporation to increase the authorized shares of common stock from 100,000,000 to 200,000,000.

Issuer

For

3. To approve ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2007.

Issuer

For

Rowan Companies, Inc.

RDC

779382100

5/8/2007

1. Election of Directors

Issuer

For

2. Ratification of the appointment of Deloitte & Touche LLP as independent auditors for 2007.

Issuer

For

ConocoPhillips

COP

20825C104

5/9/2007

1A. Election of Class II Director: James E. Copeland, Jr.

Issuer

For

1B. Election of Class II Director: Kenneth M. Duberstein

Issuer

For

1C. Election of Class II Director: Ruth R. Harkin

Issuer

For

1D. Election of Class II Director: William R. Rhodes

Issuer

For

1E. Election of Class II Director: J. Stapleton Roy

Issuer

For

1F. Election of Class II Director: William E. Wade, Jr.

Issuer

For

2. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2007.

Issuer

For

3. Proposal on corporate political contributions.

Shareholder

Against

For

4. Proposal on global warming renewables.

Shareholder

Against

For

5. Proposal on qualification for director nominees.

Shareholder

Against

For

6. Proposal on drilling in sensitive/protected areas.

Shareholder

For

Against

7. Proposal on report on recognition of indigenous rights.

Shareholder

Against

For

8. Proposal on community accountability.

Shareholder

Against

For

Magna International Inc.

MGA

559222401

5/10/2007

1. Election of Directors

Issuer

For

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

Issuer

For

3. Approval of the ordinary resolution authorizing the amendment of the corporation’s stock option plan.

Issuer

Against

Onex Corporation

=OCX

68272K103

5/10/2007

1. Appointment of an auditor of the corporation.

Issuer

For

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

Issuer

For

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

Issuer

For

Reliant Energy, Inc.

RRI

75952B105

5/16/2007

1. Proposal to amend the certificate of incorporation to remove unnecessary and outdated provisions.

Issuer

For

2. Proposal to amend the certificate of incorporation to eliminate the classified structure of the board.

Issuer

For

3A. Election of director (if stockholders approve Item 2): E. William Barnett

Issuer

For

3B. Election of director (if stockholders approve Item 2): Sarah M. Barpoulis

Issuer

For

3C. Election of director (if stockholders approve Item 2): Donald J. Breeding

Issuer

For

3D. Election of director (if stockholders approve Item 2): Kirby Jon H. Caldwell

Issuer

For

3E. Election of director (if stockholders approve Item 2): Steven L. Miller

Issuer

For

3F. Election of director (if stockholders approve Item 2): Laree E. Perez

Issuer

For

3G. Election of director (if stockholders approve Item 2): Evan J. Silverstein

Issuer

For

3H. Election of director (if stockholders approve Item 2): Joel V. Staff

Issuer

For

3I. Election of director (if stockholders approve Item 2): William L. Transier

Issuer

For

4A. Election of director (if stockholders do not approve Item 2): Sarah M. Barpoulis

Issuer

For

4B. Election of director (if stockholders do not approve Item 2): Laree E. Perez

Issuer

For

4C. Election of director (if stockholders do not approve Item 2): William L. Transier

Issuer

For

5. Proposal to ratify the selection of KPMG LLP as Reliant Energy, Inc.’s independent auditor.

Issuer

For

Ventas, Inc.

VTR

92276F100

5/16/2007

1. Election of Directors

Issuer

For

2. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2007.

Issuer

For

3. Approve an amendment to the certificate of incorporation to increase the authorized common stock.

Issuer

For

4. Approve an amendment to the certificate of incorporation to include certain provisions limiting the constructive ownership of the capital stock in order to provide further assurances for continued compliance as a qualified real estate investment trust under U.S. federal income tax law.

Issuer

For

Assurant, Inc.

AIZ

04621X108

5/17/2007

1. Election of Directors

Issuer

For

2. Appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.

Issuer

For

Ensco International Incorporated

ESV

26874Q100

5/22/2007

1A. Election of Director: David M. Carmichael

Issuer

For

1B. Election of Director: Thomas L. Kelly II

Issuer

For

1C. Election of Director: Rita M. Rodriguez

Issuer

For

2. Ratification of the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for 2007.

Issuer

For

Interactive Data Corporation

IDC

45840J107

5/23/2007

1. Election of Directors

Issuer

For

2. Ratify the appointment of Ernst & Young LLP as the company’s independent auditors for the fiscal year ending December 31, 2007.

Issuer

For

Ross Stores, Inc.

ROST

778296103

5/24/2007

1. Election of Directors

Issuer

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending February 2, 2008.

Issuer

For

Foot Locker, Inc.

344849104

5/30/2007

1. Election of Directors

Issuer

For

2. Ratification of appointment of independent registered public accountants.

Issuer

For

3. Approval of 2007 stock incentive plan.

Issuer

For

ACE Aviation Holdings Inc.

=ACE

00440P201

5/29/2007

1. Election of Directors

Issuer

For

2. Appointment of PricewaterhouseCoopers LLP as auditor.

Issuer

For

3. Approval of the amendments to the stock option plan of ACE Aviation.

Issuer

For

Ares Capital Corporation

ARCC

04010L103

5/30/2007

1. Election of Directors

Issuer

For

2. Ratify the selection of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2007.

Issuer

For

Wal-Mart Stores, Inc.

WMT

931142103

6/1/2007

1. Election of Directors

Issuer

For

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

Issuer

For

3. Proposal regarding charitable contributions report.

Shareholder

For

Against

4. Proposal regarding universal health care policy.

Shareholder

Against

For

5. Proposal regarding pay-for-superior-performance.

Shareholder

Against

For

6. Proposal regarding equity compensation glass ceiling.

Shareholder

Against

For

7. Proposal regarding compensation disparity.

Shareholder

Against

For

8. Proposal regarding business social responsibility report.

Shareholder

Against

For

9. Proposal regarding executive compensation vote.

Shareholder

Against

For

10. Proposal regarding political contributions report.

Shareholder

Against

For

11. Proposal regarding social and reputation impact report.

Shareholder

Against

For

12. Proposal regarding cumulative voting.

Shareholder

Against

For

13. Proposal regarding qualifications for director nominees.

Shareholder

Against

For

National Oilwell Varco, Inc.

NOV

637071101

6/5/2007

1. Election of Directors

Issuer

For

2. Ratification of independent auditors.

Issuer

For

GlobalSantaFe Corporation

GSF

G3930E101

6/7/2007

1. Election of Directors

Issuer

For

2. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent auditor for the year ending December 31, 2007.

Issuer

For

Patterson-UTI Energy, Inc.

PTEN

703481101

6/7/2007

1. Election of Directors

Issuer

For

2. Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2007.

Issuer

For

Charming Shoppes, Inc.

CHRS

161133103

6/21/2007

1. Election of Directors

Issuer

For

2. Ratification of the appointment of Ernst & Young LLP as independent auditors for the 2008 fiscal year.

Issuer

For

Circuit City Stores, Inc.

172737108

6/26/2007

1. Election of Directors

Issuer

For

2. Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2008.

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	7/31/07

* 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