FPA Crescent Fund NPX Annual report of proxy voting record

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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

Date of reporting period:	7/1/07 to 6/30/08

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

Tate & Lyle plc

G86838128

7/18/2007

1. Receive the reports and accounts.

Issuer

For

2. Approve the directors’ remuneration report.

Issuer

For

3. Declare a final dividend on the ordinary shares.

Issuer

For

4. Re-elect Richard Delbridge as a director.

Issuer

For

5. Re-elect Evert Henkes as a director.

Issuer

For

6. Re-elect David Lees as a director.

Issuer

For

7. Re-elect Elisabeth Airey as a director.

Issuer

For

8. Re-elect John Nicholas as a director.

Issuer

For

9. Re-appoint PricewaterhouseCoopers LLP as the auditors.

Issuer

For

10. Authorize the board of directors to fix the auditors’ remuneration.

Issuer

For

11. Approve to renew the company’s authority for market purchases of 48,985,295 of its own ordinary shares.

Issuer

For

12. Approve to renew the directors authority to issue equity or equity-linked securities with pre-emptive rights up to aggregate nominal amount of GBP 40,821,079.

Issuer

For

13. Approve to renew the directors authority to issue equity or equity-linked securities without pre-emption rights up to aggregate nominal amount of GBP 6,123,162.

Issuer

For

14. Authorize the company to make EU political donations up to GBP 100,000 and to incur EU political expenditure up to GBP 100,000.

Issuer

For

15. Authorize the company to use electronic communications with its shareholders.

Issuer

For

The Finish Line, Inc.

FINL

317923100

7/19/2007

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 1, 2008.

Issuer

For

Magna International Inc.

MGA

559222401

8/28/2007

1. The special resolution approving the plan of arrangement under Section 182 of the Business Corporations Act (Ontario) involving the corporation, Open Joint Stock Company Russian Machines, The Stronach Trust, holding companies of certain members of Magna’s executive management, and certain other parties as disclosed in the circular, the full text of which is set forth in Appendix A to the circular.

Issuer

Against

BearingPoint, Inc.

074002106

11/5/2007

1. Election of Directors

Issuer

For

2. To ratify Ernst & Young LLP as the company’s independent registered public accounting firm for its 2007 fiscal year.

Issuer

For

Plains Exploration & Production Co.

PXP

726505100

11/6/2007

1. Approval of the issuance of shares of Plains common stock pursuant to the agreement and plan of merger, dated as of July 17, 2007, by and among Plains, PXP Acquisition LLC, and Pogo Producing Company, as such agreement may be amended from time to time.

Issuer

For

2. Approval of the proposed amendment to Plains’ certificate of incorporation to increase the number of authorized common shares from 150,000,000 to 250,000,000 if the merger occurs.

Issuer

For

3. Approval of adjournments of the special meeting, if necessary to solicit additional proxies in favor of either or both of the foregoing proposals.

Issuer

For

Zale Corporation

ZLC

988858106

11/14/2007

1. Election of Directors

Issuer

For

2. To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending July 31, 2008.

Issuer

For

G&K Services, Inc.

GKSR

361268105

11/15/2007

1. Election of Directors

Issuer

For

2. To ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the company’s independent auditors for fiscal 2008.

Issuer

For

Owens Corning

690742101

12/6/2007

1. Election of Directors

Issuer

For

2. Approval of the amended and restated Owens Corning 2006 stock plan.

Issuer

For

3. Ratification of the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2008.

Issuer

For

Natixis, Paris

F6483L100

12/20/2007

1. Approve to review the merger agreement of Ixis CIB into Natixis agreed upon pursuant to a merger agreement signed on September 28, 2007, providing for the contributions by the company pursuant to a merger of all of its assets, with the corresponding taking-over of all its liabilities; all the provisions of this merger agreement; and since Natixis Company owns the totality of the shares making up the company’s capital, there shall be no capital increase as a result of the merger, and that consequently, the shares of the acquired company shall be cancelled and further states that the said amalgamation-merger shall not require to be approved by the shareholders’ extraordinary shareholders’ meeting of the acquired company, and that this company shall be dissolved without any liquidation.

Issuer

For

2. Approve the merger which has been carried-out and the amalgamation-merger of Ixis CIB shall be final and that the said company shall be dissolved without liquidation at the closing of the present meeting.

Issuer

ABS

Against

3. Amend Article Number 16.2 of the By-Laws.

Issuer

ABS

Against

4. Amend Article Number 17.2-B of the By-Laws.

Issuer

ABS

Against

5. Amend Article Number 14 of the By-Laws.

Issuer

ABS

Against

6. Amend Article Number 23-2 of the By-Laws.

Issuer

ABS

Against

7. Appoint Mr. Jean Clochet as a supervisory board member, for a 4 year period.

Issuer

For

8. Appoint Mr. Bernard Jeannin as a supervisory board member, for a 4 year period.

Issuer

For

9. Ratify the transfer of the head office of the company to 30 Avenue Pierre Mendes, 75013 Paris France and amend Article 1 of the By-Laws: Registered Office.

Issuer

For

10. Grant full powers to the bearer of an original, a copy or extract of the minutes of this meeting to carry out all filings, publications and other formalities prescribed by law.

Issuer

For

Covidien Ltd.

COV

G2552X108

3/18/2008

1A. Election of Director: Jeffrey S. Aronin

Issuer

For

1B. Election of Director: Mary K. Bush

Issuer

For

1C. Election of Director: Gregory C. Case

Issuer

For

1D. Election of Director: Dennis D. Dammerman

Issuer

For

1E. Election of Director: Robert M. Devlin

Issuer

For

1F. Election of Director: Philip A. Laskawy

Issuer

For

1G. Election of Director: Michael H. Moskow

Issuer

For

1H. Election of Director: David W. Nelms

Issuer

For

1I. Election of Director: Michael. L. Rankowitz

Issuer

For

1J. Election of Director: E. Follin Smith

Issuer

For

1K. Election of Director: Lawrence A. Weinbach

Issuer

For

2. Appointment of independent auditors and authorization of the audit committee to set the auditors’ remuneration.

Issuer

For

Koninklijke Phillips

500472303

3/27/2008

1. Approval of the adoption of the 2007 financial statements.

Issuer

For

Electronics N.V. (Royal Phillips Electronics)

2. Approval of the adoption of the dividend to shareholders of EUR 0.70 per common share.

Issuer

For

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

Issuer

For

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

Issuer

ABS

5. Approval to re-appoint KPMG Accountants N.V. as external auditor of the company.

Issuer

For

6. Approval to re-appoint Mr. K. A. L. M. van Miert as a member of the supervisory board of the company as of March 27, 2008.

Issuer

For

7. Approval to re-appoint Mr. E. Kist as a member of the supervisory board of the company as of March 27, 2008.

Issuer

For

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

Issuer

For

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

Issuer

For

10. Approval to amend the remuneration of the members of the supervisory board.

Issuer

For

11. Approval to amend the articles of association.

Issuer

For

12. 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

For

13. 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

For

14. Approval of the cancellation of shares.

Issuer

For

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

Issuer

For

16. Approval of the renewal of the authorization of the board of management referred to under 15 above to acquire additional shares in the company in connection with the share repurchase program.

Issuer

For

Discover Financial

DFS

254709108

4/10/2008

1A. Election of Director: Craig Arnold

Issuer

For

Services

1B. Election of Director: Robert H. Brust

Issuer

For

1C. Election of Director: John M. Connors, Jr.

Issuer

For

1D. Election of Director: Christopher J. Coughlin

Issuer

For

1E. Election of Director: Timothy M. Donahue

Issuer

For

1F. Election of Director: Kathy J. Herbert

Issuer

For

1G. Election of Director: Randall J. Hogan, III

Issuer

For

1H. Election of Director: Richard J. Meelia

Issuer

For

1I. Election of Director: Dennis H. Reilley

Issuer

For

1J. Election of Director: Tadataka Yamada

Issuer

For

1K. Election of Director: Joseph A. Zaccagnino

Issuer

For

2. To ratify the appointment of Deloitte & Touche LLP as independent auditor.

Issuer

For

Oesterreichische Post AG

B1577G7AT

4/22/2008

1. Receive the annual report of the managing board and the supervisory board for the fiscal year 2007.

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 2007.

Issuer

For

4. Approve the remuneration of the members of the supervisory board for 2007.

Issuer

For

5. Elect the auditors for the fiscal year 2008.

Issuer

For

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

Issuer

For

AGCO Corporation

001084102

4/24/2008

1. Election of Directors

Issuer

For

2. Approval of the AGCO Corporation management incentive plan.

Issuer

For

3. Approval of the ratification of KPMG LLP as the company’s independent registered public accounting firm for 2008.

Issuer

For

Magna International Inc.

MGA

559222401

5/1/2008

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

The Brink’s Company

BCO

109696104

5/2/2008

1. Election of Directors

Issuer

For

2. Approve The Brink’s Company non-employee directors’ equity plan.

Issuer

For

3. 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, 2008.

Issuer

For

Trinity Industries, Inc.

TRN

896522109

5/5/2008

1. Election of Directors

Issuer

For

2. To approve ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2008.

Issuer

For

Onex Corporation

OCX_CN

68272K103

5/8/2008

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

4. Amendment and restatement of By-Law No. 1 of the corporation.

Issuer

For

Plains Exploration &

PXP

726505100

5/8/2008

1. Election of Directors

Issuer

For

Production Co.

2. Ratify the selection of PricewaterhouseCoopers LLP as the company’s independent auditors for the fiscal year ending December 31, 2008.

Issuer

For

ConocoPhillips

COP

20825C104

5/14/2008

1A. Election of Director: Harold W. McGraw III

Issuer

For

1B. Election of Director: James J. Mulva

Issuer

For

1C. Election of Director: Bobby S. Shackouls

Issuer

For

2. To amend the amended and restated by-laws and restated certificate of incorporation to provide for the annual election of directors.

Issuer

For

3. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2008.

Issuer

For

4. Proposal on the qualifications for director nominees.

Shareholder

Against

For

5. Proposal on report on recognition of indigenous rights.

Shareholder

Against

For

6. Proposal on advisory vote on executive compensation.

Shareholder

Against

For

7. Proposal on political contributions.

Shareholder

Against

For

8. Proposal on greenhouse gas reduction.

Shareholder

Abstain

Against

9. Proposal on community accountability.

Shareholder

Abstain

Against

10. Proposal on drilling in sensitive/protected areas.

Shareholder

Abstain

Against

11. Proposal on environmental impact.

Shareholder

Abstain

Against

12. Proposal on global warming.

Shareholder

Abstain

Against

PG&E Corporation

PCG

69331C108

5/14/2008

1A. Election of Director: David R. Andrews

Issuer

For

1B. Election of Director: C. Lee Cox

Issuer

For

1C. Election of Director: Peter A. Darbee

Issuer

For

1D. Election of Director: Maryellen C. Herringer

Issuer

For

1E. Election of Director: Richard A. Meserve

Issuer

For

1F. Election of Director: Mary S. Metz

Issuer

For

1G. Election of Director: Barbara L. Rambo

Issuer

For

1H. Election of Director: Barry Lawson Williams

Issuer

For

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

Issuer

For

3. Proposal on statement of personal contribution by CEO.

Shareholder

Against

For

4. Proposal on shareholder say on executive pay.

Shareholder

Against

For

5. Proposal on independent lead director.

Shareholder

Against

For

Assurant, Inc.

AIZ

04621X108

5/15/2008

1. Election of Directors

Issuer

For

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

Issuer

For

3. Approval of the Assurant, Inc. executive short term incentive plan.

Issuer

For

4. Approval of the Assurant, Inc. long term equity incentive plan.

Issuer

For

Ventas, Inc.

VTR

92276F100

5/19/2008

1. Election of Directors

Issuer

For

2. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2008.

Issuer

For

3. Approve an amendment to the amended and restated certificate of incorporation to eliminate the board’s ability to grant waivers from the constructive ownership limitations in Article X thereof relating to Ventas’s status as a qualified real estate investment trust under U.S. federal income tax law.

Issuer

For

Reliant Energy, Inc.

RRI

75952B105

5/20/2008

1. Election of Director: E. William Barnett

Issuer

For

2. Election of Director: Donald J. Breeding

Issuer

For

3. Election of Director: Kirby Jon H. Caldwell

Issuer

For

4. Election of Director: Mark M. Jacobs

Issuer

For

5. Election of Director: Steven L. Miller

Issuer

For

6. Election of Director: Laree E. Perez

Issuer

For

7. Election of Director: Evan J. Silverstein

Issuer

For

8. Election of Director: Joel V. Staff

Issuer

For

9. Election of Director: William L. Transier

Issuer

For

10. To ratify the audit committee’s selection of KPMG LLP as Reliant’s independent auditors for the fiscal year ending December 31, 2008..

Issuer

For

Foot Locker, Inc.

344849104

5/21/2008

1. Election of Directors

Issuer

For

2. Ratification of appointment of independent accountants.

Issuer

For

3. Approval of the Foot Locker annual incentive compensation plan, as amended and restated.

Issuer

For

Interactive Data

IDC

45840J107

5/21/2008

1. Election of Directors

Issuer

For

Corporation

2. Ratify the appointment of Ernst & Young LLP as the company’s independent auditors for the fiscal year ending December 31, 2008.

Issuer

For

3. Approve the amendments to the company’s 2000 long-term incentive plan.

Issuer

For

4. Approve the company’s executive incentive plan.

Issuer

For

Cymer, Inc.

CYMI

232572107

5/22/2008

1. Election of Directors

Issuer

For

2. Ratification of the selection of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2008.

Issuer

For

Ensco International Incorporated

ESV

26874Q100

5/22/2008

1A. Election of Class II Director for a term to expire in 2011: J. Roderick Clark

Issuer

For

1B. Election of Class II Director for a term to expire in 2011: Daniel W. Rabun

Issuer

For

1C. Election of Class II Director for a term to expire in 2011: Keith O. Rattie

Issuer

For

1D. Election of Class I Director for a term to expire in 2009: C. Christopher Gaut

Issuer

For

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

Issuer

For

Group 1

GPI

398905109

5/22/2008

1. Election of Directors

Issuer

For

Automotive, Inc.

2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2008.

Issuer

For

Ross Stores, Inc.

ROST

778296103

5/22/2008

1. Election of Directors

Issuer

For

2. Approve adoption of the Ross Stores, Inc. 2008 equity incentive plan.

Issuer

For

3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2009.

Issuer

For

Omnicare, Inc.

OCR

681904108

5/23/2008

1. Election of Directors

Issuer

For

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

Issuer

For

Chevron Corporation

CVX

166764100

5/28/2008

1A. Election of Director: S. H. Armacost

Issuer

For

1B. Election of Director: L. F. Deily

Issuer

For

1C. Election of Director: R. E. Denham

Issuer

For

1D. Election of Director: R. J. Eaton

Issuer

For

1E. Election of Director: S. Ginn

Issuer

For

1F. Election of Director: F. G. Jenifer

Issuer

For

1G. Election of Director: J. L. Jones

Issuer

For

1H. Election of Director: S. Nunn

Issuer

For

1I. Election of Director: D. J. O’Reilly

Issuer

For

1J. Election of Director: D. B. Rice

Issuer

For

1K. Election of Director: P. J. Robertson

Issuer

For

1L. Election of Director: K. W. Sharer

Issuer

For

1M. Election of Director: C. R. Shoemate

Issuer

For

1N. Election of Director: R. D. Sugar

Issuer

For

1O. Election of Director: C. Ware

Issuer

For

2. Ratification of independent registered public accounting firm.

Issuer

For

3. Amend Chevron’s restated certificate of incorporation to increase the number of authorized shares of common stock.

Issuer

For

4. Adopt policy to separate the CEO/Chariman positions.

Shareholder

Against

For

5. Adopt policy and report on human rights.

Shareholder

Against

For

6. Report on environmental impact of Canadian oil sands operations.

Shareholder

Against

For

7. Adopt goals and report on greenhouse gas emissions.

Issuer

Against

For

8. Review and report on guidelines for country selection.

Shareholder

Against

For

9. Report on host country laws.

Shareholder

Against

For

Ares Capital

ARCC

04010L103

5/29/2008

1. Election of Director: Douglas E. Coltharp

Issuer

For

Corporation

2. Ratify the selection of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2008.

Issuer

For

3. Authorize the company to offer and issue debt with warrants and debt convertible into shares of its common stock at an exercise or conversion price that, at the time such warrants or convertible debt are issued, will not be less than the greater of the market value per share of the company’s common stock and the net asset value per share of the common stock.

Issuer

For

Lowe’s Companies, Inc.

LOW

548661107

5/30/2008

1. Election of Directors

Issuer

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm.

Issuer

For

3. Approve the amendments to Lowe’s articles of incorporation eliminating the classified structure of the board of directors.

Issuer

For

4. Proposal regarding supermajority vote requirements.

Issuer

For

Against

5. Proposal regarding executive compensation plan.

Shareholder

For

Against

Criteria Caixacorp, S.A.

CRI_SM

E3641N103

6/5/2008

1. Approve the annual accounts and the management of the board of administration for the period 2007.

Issuer

ABS

Against

2. Approve the proposed application of earnings including the distribution of dividends relating to 2007.

Issuer

ABS

Against

3. Approve to fix the number of board members within the limit established in Article 32 of the by-laws, subsequent appointment, confirmation or re-election of board members.

Issuer

ABS

Against

4. Grant authority in line with current legislation for the acquisition of the company’s shares, overriding the agreement granted September 6, 2007.

Issuer

ABS

Against

5. Appoint the accounts auditors of the company and group for 2009.

Issuer

ABS

Against

6. Grant authority to execute the resolutions adopted in the meeting.

Issuer

ABS

Against

Patterson-UTI

PTEN

703481101

6/5/2008

1. Election of Directors

Issuer

For

Energy, Inc.

2. Approve the amendment to the Patterson-UTI 2005 long-term incentive plan to increase the number of shares authorized for issuance under the plan.

Issuer

For

3. Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2008.

Issuer

For

Rowan Companies, Inc.

RDC

779382100

6/6/2008

1A. Election of Director: D. F. McNease

Issuer

For

1B. Election of Director: Lord Moynihan

Issuer

For

1C. Election of Director: R. G. Croyle

Issuer

For

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

Issuer

For

Wal-Mart Stores, Inc.

WMT

931142103

6/6/2008

1A. Election of Director: Aida M. Alvarez

Issuer

For

1B. Election of Director: James W. Breyer

Issuer

For

1C. Election of Director: M. Michele Burns

Issuer

For

1D. Election of Director: James I. Cash, Jr.

Issuer

For

��

1E. Election of Director: Roger C. Corbett

Issuer

For

1F. Election of Director: Douglas N. Daft

Issuer

For

1G. Election of Director: David D. Glass

Issuer

For

1H. Election of Director: Gregory B. Penner

Issuer

For

1I. Election of Director: Allen I. Questrom

Issuer

For

1J. Election of Director: H. Lee Scott, Jr.

Issuer

For

1K. Election of Director: Arne M. Sorenson

Issuer

For

1L. Election of Director: Jim C. Walton

Issuer

For

1M. Election of Director: S. Robson Walton

Issuer

For

1N. Election of Director: Christopher J. Williams

Issuer

For

1O. Election of Director: Linda S. Wolf

Issuer

For

2. Approval of management incentive plan, as amended and restated.

Issuer

For

3. Ratification of Ernst & Young LLP as independent accountants.

Issuer

For

4. Amend equal employment opportunity policy.

Shareholder

Against

For

5. Pay-for-superior-performance.

Shareholder

Against

For

6. Recoupment of senior executive compensation policy.

Shareholder

Against

For

7. Establish human rights committee.

Shareholder

Against

For

8. Advisory vote on executive compensation.

Shareholder

Against

For

9. Political contributions report.

Shareholder

Against

For

10. Social and reputation impact report.

Shareholder

Against

For

11. Special shareholders’ meeting.

Shareholder

Against

For

Circuit City Stores, Inc.

172737108

6/24/2008

1. Approval of an increase in the number of directors from 12 to 15.

Issuer

For

2A. Election of Director: Carolyn H. Byrd

Issuer

For

2B. Election of Director: Lyle G. Heidemann

Issuer

For

2C. Election of Director: Alan Kane

Issuer

For

2D. Election of Director: Don R. Kornstein

Issuer

For

2E. Election of Director: James A. Marcum

Issuer

For

2F. Election of Director: J. Patrick Spainhour

Issuer

For

2G. Election of Director: Ronald L. Turner

Issuer

For

2H. Election of Director: Elliott Wahle

Issuer

For

3. Approval of the Company’s 2008 annual performance-based incentive plan.

Issuer

For

4. Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2009.

Issuer

For

Charming Shoppes, Inc.

CHRS

161133103

6/26/2008

1. Election of Directors

Issuer

For

2. Re-approval of the material terms of the performance goals under the 2003 incentive compensation plan to preserve Charming Shoppes’ tax deductions.

Issuer

For

3. Amendment of the company’s restated articles of incorporation to eliminate the approval requirements for business combinations.

Issuer

For

4. Amendment of the company’s restated articles of incorporation and by-laws to declassify the company’s board of directors.

Issuer

For

5. Ratification of the appointment of Ernst & Young LLP as independent auditors of Charming Shoppes to serve for the 2009 fiscal year.

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	8/29/08

* 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