FPA Crescent Fund NPX Annual report of proxy voting record

	UNITED STATES	OMB APPROVAL
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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:	7/1/08 to 6/30/09

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

Navistar International Corporation

NAV

63934E108

9/5/2008

1. Electin of Directors
2. Ratify the selection of KPMG LLP as the company’s independent registered public accounting firm.

Issuer
Issuer

Y
Y

For
For

G&K Services, Inc.

GKSR

361268105

11/13/2008

1. Election of Directors
2. Ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the company’s independent auditors for fiscal 2009.

Issuer
Issuer

Y
Y

For
For

Zale Corporation

ZLC

988858106

11/18/2008

1. Election of Directors
2. Approve the material terms of the performance goals for performance-based compensation.

Issuer
Issuer

Y
Y

For
For

3. Approve an advisory proposal of the company’s executive pay-for-performance policies and procedures.

Issuer

For

4. Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending July 31, 2009.

Issuer

For

Cookson Group plc

CKSN LN

G24108212

2/17/2009

1. Approve to increase the authorized share capital of the company from GBP 193,496,312 divided into 1,934,963,124 ordinary shares of 10 pence each to GBP 350,000,000 divided into 3,500,000,000 ordinary shares of 10 pence each in the company.

Issuer

For

2. Authorize the directors of the company, subject to the passing of resolution 1 as specified, to allot relevant securities, by article 9.2 of the articles of association for the prescribed period ending on the date of the company’s AGM in 2009 or on June 30, 2009, whichever is the earlier, be varied by increasing the section 80 amount (as defined in the articles of association) by GBP 340,172,878 to GBP 347,259,344.

Issuer

For

3. Approve the amendments to the Cookson Group long-term incentive plan 2004 as specified summarized on page 35 of the prospectus dated January 29, 2009 (Prospectus) and authorize the remuneration committee to carry the same into effect.

Issuer

For

4. Authorize the directors, subject to the passing of resolutions 1 and 2 as specified, to allot equity securities (as specified in section 94 of the Companies Act) pursuant to the authority given by the resolution 2, wholly for cash up to an aggregate nominal amount of GBP 255,129,315 (equivalent to 2,551,293,150 ordinary shares) in connection with the rights issue as if setion 89(1) of the Companies Act did not apply to such allotment; (authority expires until the end of the company’s next AGM in 2009); Cookson may allot relevant securities after this authority ends if the allotment is made pursuant to an agreement or offer which was made before this authority ends.

Issuer

For

Navistar International Corporation

NAV

63934E108

2/17/2009

1. Electin of Directors
2. Ratify the selection of KPMG LLP as the company’s independent registered public accounting firm.

Issuer
Issuer

Y
Y

For
For

3. Approve the material terms of the measurements and goals set forth in the company’s 2004 performance incentive plan.

Issuer

For

Covidien Ltd.

COV

G2552X108

3/18/2009

1A. Election of Director: Craig Arnold

Issuer

For

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. Approve amended and restated 2007 stock and incentive plan.

Issuer

For

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

Issuer

For

Koninklijke Philips Electronics N.V.

PHG

500472303

3/27/2009

1. Approval of the adoption of the 2008 financial statements.

Issuer

ABS

2. Approval of the distribution of EUR 0.70 per common share against the retained earnings.

Issuer

ABS

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. P. J. Sivignon as a member of the board of management of the company as of April 1, 2009.

Issuer

ABS

6. Approval to re-appoint Mr. J. J. Schiro as a member of the supervisory board of the company as of March 27, 2009.

Issuer

ABS

7. Approval to appoint Mr. J. Van Der Veer as a member of the supervisory board of the company as of July 1, 2009.

Issuer

ABS

8. Approval to appoint Ms. C. A. Poon as a member of the supervisory board of the company as of March 27, 2009.

Issuer

ABS

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

Issuer

ABS

10. Approval of the board of management to grant rights to acquire shares within limits laid down in the articles of association, for a period of 18 months, with approval of supervisory board.

Issuer

ABS

11. Approval of board to restrict or exclude pre-emption rights accruing to shareholders, for the period of 18 months.

Issuer

ABS

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

Issuer

ABS

Discover Financial

DFS

254709108

4/21/2009

1A. Election of Director: Jeffrey S. Aronin

Issuer

For

Services

1B. Election of Director: Mary K. Bush

Issuer

For

1C. Election of Director: Gregory C. Case

Issuer

For

1D. Election of Director: Robert M. Devlin

Issuer

For

1E. Election of Director: Cynthia A. Glassman

Issuer

For

1F. Election of Director: Richard H. Lenny

Issuer

For

1G. Election of Director: Thomas G. Maheras

Issuer

For

1H. Election of Director: Michael M. Moskow

Issuer

For

1I. Election of Director: David W. Nelms

Issuer

For

1J. Election of Director: E. Follin Smith

Issuer

For

1K. Election of Director: Lawrence A. Weinbach

Issuer

For

2. Approve the Discover Financial Services amended and restated 2007 omnibus incentive plan.

Issuer

For

3. Ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm.

Issuer

For

AGCO Corporation

001084102

4/23/2009

1. Election of Directors

Issuer

For

2. Ratification of KPMG LLP as the company’s independent registered public accounting firm for 2009.

Issuer

For

eBay Inc.

EBAY

278642103

4/29/2009

1A. Election of Director: Marc L. Andreessen

Issuer

For

1B. Election of Director: William C. Ford, Jr.

Issuer

For

1C. Election of Director: Dawn G. Lepore

Issuer

For

1D. Election of Director: Pierre M. Omidyar

Issuer

For

1E. Election of Director: Richard T. Schlosberg III

Issuer

For

2. Approve amendments to certain of the company’s existing equity incentive plans to allow for a one-time stock option exchange program for employees other than the company’s named executive officers and directors.

Issuer

For

3. Approve the amendment and restatement of the company’s 2008 equity incentive award plan to increase the aggregate number of shares authorized for issuance under the plan by 50 million shares and to add market shares and volume metrics as performance criteria under the plan.

Issuer

For

4. Ratify the selection of PricewaterhouseCoopers LLP as the company’s independent auditors for its fiscal year ending December 31, 2009.

Issuer

For

The Brink’s Company

BCO

109696104

5/1/2009

1. Election of Directors
2. Approve the audit and ethics committee’s 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, 2009.

Issuer
Issuer

Y
Y

For
For

Ares Capital

ARCC

04010L103

5/4/2009

1. Election of Directors

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, 2009.

Issuer

For

3. Authorize the company, with the approval of its board of directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to the limitations set forth in the proxy statement for the 2009 annual meeting of stockholders, all as more fully described in the proxy statement.

Issuer

For

4. Authorize the company to sell or otherwise issue warrants or securities to subscribe for or convertible into shares of its common stock subject to the limitations set forth in the proxy statement for the 2009 annual meeting of stockholders, all as more fully described in the proxy statement.

Issuer

For

5. Proposal to request that the board of directors take the necessary steps to declassify the board of directors and require annual election of all the company’s directors, if Mr. Armstrong’s stockholder proposal is presented at the annual meeting.

Shareholder

Against

For

Trinity Industries, Inc.

TRN

896522109

5/4/2009

1. Election of Directors
2. Approve ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2009.

Issuer
Issuer

Y
Y

For
For

Rowan Companies, Inc.

RDC

779382100

5/5/2009

1. Election of Directors
2. Approve the 2009 Rowan Companies, Inc. incentive plan.

Issuer
Issuer

Y
Y

For
For

3. Ratify the appointment of Deloitte & Touche LLP as independent auditors for the fiscal year ended December 31, 2009.

Issuer

For

Amgen Inc.

AMGN

031162100

5/6/2009

1A. Election of Director: David Baltimore

Issuer

For

1B. Election of Director: Frank J. Biondi, Jr.

Issuer

For

1C. Election of Director: Francois de Carbonnel

Issuer

For

1D. Election of Director: Jerry D. Choate

Issuer

For

1E. Election of Director: Vance D. Coffman

Issuer

For

1F. Election of Director: Frederick W. Gluck

Issuer

For

1G. Election of Director: Frank C. Herringer

Issuer

For

1H. Election of Director: Gilbert S. Omenn

Issuer

For

1I. Election of Director: Judith C. Pelham

Issuer

For

1J. Election of Director: J. Paul Reason

Issuer

For

1K. Election of Director: Leonard D. Schaeffer

Issuer

For

1L. Election of Director: Kevin Sharer

Issuer

For

2. Ratify the selection of Ernst & Young LLP as the company’s independent registered public accountants for the year ending December 31, 2009.

Issuer

For

3. Approve the proposed 2009 equity incentive plan, which authorizes the issuance of 100,000,000 shares.

Issuer

For

4. Approve the proposed amendment to the company’s restated certificate of incorporation, as amended, which reduces the 66 2/3% voting requirement to a simple majority voting requirement for approval of certain business combinations.

Issuer

For

5. Proposal to amend the by-laws to permit 10% of the company’s outstanding common stock the ability to call special meetings.

Shareholder

Against

For

6. Proposal to change the jurisdiction of incorporation from Delaware to North Dakota.

Shareholder

Against

For

Plains Exploration &

PXP

726505100

5/7/2009

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, 2009.

Issuer

For

Brink’s Home Security Holdings, Inc.

CFL

109699108

5/8/2009

1. Election of Directors
2. Ratify the appointment of KPMG LLP as an independent registered public accounting firm for the fiscal year ending December 31, 2009.

Issuer
Issuer

Y
Y

For
For

ConocoPhillips

COP

20825C104

5/13/2009

1A. Election of Director: Richard L. Armitage

Issuer

For

1B. Election of Director: Richard H. Auchinleck

Issuer

For

1C. Election of Director: James E. Copeland, Jr.

Issuer

For

1D. Election of Director: Kenneth M. Duberstein

Issuer

For

1E. Election of Director: Ruth R. Harkin

Issuer

For

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

Issuer

For

1G. Election of Director: James J. Mulva

Issuer

For

1H. Election of Director: Harald J. Norvik

Issuer

For

1I. Election of Director: William K. Reilly

Issuer

For

1J. Election of Director: Bobby S. Shackouls

Issuer

For

1K. Election of Director: Victoria J. Tschinkel

Issuer

For

1L. Election of Director: Kathryn C. Turner

Issuer

For

1M. Election of Director: Willaim E. Wade, Jr.

Issuer

For

2. Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for 2009.

Issuer

For

3. Approve 2009 omnibus stock and performance incentive plan.

Issuer

For

4. Proposal on universal health care principles.

Shareholder

Against

For

5. Proposal on advisory vote on executive compensation.

Shareholder

Against

For

6. Proposal on political contributions.

Shareholder

Against

For

7. Proposal on greenhouse gas reduction.

Shareholder

Against

For

8. Proposal on oil sands drilling.

Shareholder

Against

For

9. Proposal on director qualifications.

Shareholder

Against

For

PG&E Corporation

PCG

69331C108

5/13/2009

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: Roger H. Kimmel

Issuer

For

1F. Election of Director: Richard A. Meserve

Issuer

For

1G. Election of Director: Forrest E. Miller

Issuer

For

1H. Election of Director: Barbara L. Rambo

Issuer

For

1I. Election of Director: Barry Lawson Williams

Issuer

For

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

Issuer

For

3. Proposal on shareholder say on executive pay.

Shareholder

For

Against

4. Proposal on reincorporation in North Dakota.

Shareholder

Against

For

Assurant, Inc.

AIZ

04621X108

5/14/2009

1. Election of Directors

Issuer

For

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

Issuer

For

3. Approval of amendment of the company’s restated certificate of incorporation to eliminate certain supermajority vote requirements.

Issuer

For

Cookson Group plc

CKSN LN

G24108212

5/14/2009

1. Approve the annual report and accounts.
2. Approve the directors’ remuneration report.

Issuer
Issuer

Y
Y

For
For

3. Re-elect Mike G. Butterworth

Issuer

For

4. Re-elect Jeff L. Hewitt

Issuer

For

5. Re-elect Robert B. Beeston

Issuer

For

6. Re-appoint KPMG Audit plc as the auditors of the company.

Issuer

For

7. Approve the remuneration of the auditor.

Issuer

For

8. Grant authority for the issue of equity or equity-linked securities with pre-emptive rights under a general authority up to aggregate nominal amount of GBP 92,130,030 and an additional amount pursuant to a rights issue of up to GBP 92,130,030.

Issuer

For

9. Grant authority for the issue of equity or equity-linked securities without pre-emptive rights up to aggregate nominal amount of GBP 13,819,504.

Issuer

For

10. Grant authority to make market purchases of 276,390,090 ordinary shares of 10 pence each or 27,639,009 ordinary shares of GBP 1 each if resolution 13 is passed.

Issuer

For

11. Authorize the company and its subsidiaries to make EU political donations to political parties, and/or independent election candidates, to political organizations other than politcal parties and to incur EU political expenditure up to GBP 100,000.

Issuer

For

12. Grant authority to call a general meeting on 14 clear days notice.

Issuer

For

13. Approve to consolidate all unissued ordinary shares into new ordinary shares on the basis of 10 ordinary shares for 1 unissued new ordinary share consolidate all issued ordinary shares into new ordinary shares on the basis of 10 ordinary shares for 1 new ordinary share.

Issuer

For

14. Grant authority to amend the articles of association with effect from October 1, 2009.

Issuer

For

15. Grant authority to revoke any deemed limit as to the amount of shares that can be allotted.

Issuer

For

Total S.A.

TOT

89151E109

5/15/2009

1. Approval of parent company financial statements.

Issuer

For

2. Approval of consolidated financial statements.

Issuer

For

3. Allocation of earnings, declaration of dividend.

Issuer

For

4. Agreements covered by article L. 225-38 of the French Commercial Code.

Issuer

For

5. Commitments under article L. 225-42-1 of the French Commercial Code concerning Thierry Desmarest.

Issuer

For

6. Commitments under article L. 225-42-1 of the French Commercial Code concerning Christophe de Margerie.

Issuer

For

7. Authorization for the board of directors to trade shares of the company.

Issuer

For

8. Renewal of the appointment of Anne Lauvergeon as a director.

Issuer

For

9. Renewal of the appointment of Daniel Bouton as a director.

Issuer

For

10. Renewal of the appointment of Bertrand Collomb as a director.

Issuer

For

11. Renewal of the appointment of Christophe de Margerie as a director.

Issuer

For

12. Renewal of the appointment of Michel Pebereau as a director.

Issuer

For

13. Appointment of Patrick Artus as a director.

Issuer

For

14. Amendment to article 12 of the company’s articles of association regarding the limit on the age of the chairman of the board.

Issuer

For

15. Amendment to the company’s articles of association with the intent of disclosing individual allocations of stock options and restricted shares as provided by law.

Issuer

For

Against

16. For the purpose of amending the articles of association regarding a new procedure for selecting a shareholder-employee as a board member with a view to improving his or her representation and independence.

Issuer

Against

For

17. Authorization to grant restricted shares of the company to all employees of the group.

Issuer

Against

For

WellPoint, Inc.

WLP

94973V107

5/20/2009

1A. Election of Director: Lenox D. Baker, Jr.

Issuer

For

1B. Election of Director: Susan B. Bayh

Issuer

For

1C. Election of Director: Larry C. Glasscock

Issuer

For

1D. Election of Director: Julie A. Hill

Issuer

For

1E. Election of Director: Ramiro G. Peru

Issuer

For

2. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the company for 2009.

Issuer

For

3. Approve the proposed WellPoint incentive compensation plan.

Issuer

For

4. Approve the WellPoint employee stock purchase plan.

Issuer

For

5. Proposal concerning an advisory resolution on compensation of named executive officers if properly presented at the meeting.

Shareholder

Against

For

Cymer, Inc.

CYMI

232572107

5/21/2009

1. Election of Directors

Issuer

For

2. Approve an amendment to the company’s 2005 equity incentive plan to increase the aggregate number of shares of common stock authorized for issuance under the plan by 1,250,000 shares.

Issuer

For

3. Ratification of the selection of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2009.

Issuer

For

Group 1 Automotive, Inc.

GPI

398905109

5/21/2009

1. Election of Directors
2. Amendment to the Group 1 Automotive, Inc. 1998 employee stock purchase plan to increase the number of shares available for issuance under the plan from 2,500,000 to 3,500,000.

Issuer
Issuer

Y
Y

For
For

3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2009.

Issuer

For

Onex Corporation

OCX_CN

68272K103

5/21/2009

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

Omnicare, Inc.

OCR

681904108

5/22/2009

1A. Election of Director: John T. Crotty

Issuer

For

1B. Election of Director: Joel F. Gemunder

Issuer

For

1C. Election of Director: Steven J. Heyer

Issuer

For

1D. Election of Director: Sandra E. Laney

Issuer

For

1E. Election of Director: Andrea R. Lindell

Issuer

For

1F. Election of Director: James D. Shelton

Issuer

For

1G. Election of Director: John H. Timoney

Issuer

For

1H. Election of Director: May Wallman

Issuer

For

2. Approve the amendment of Omnicare’s annual incentive plan for senior executive officers and re-approve the performance criteria thereunder.

Issuer

For

3. Re-approve the performance criteria under Omnicare’s 2004 stock and incentive plan.

Issuer

For

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

Issuer

For

Chevron Corporation

CVX

166764100

5/27/2009

1A. Election of Director: S. H. Armacost
1B. Election of Director: L. F. Deily

Issuer
Issuer

Y
Y

For
For

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

Issuer

For

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

Issuer

For

1E. Election of Director: E. Hernandez

Issuer

For

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

Issuer

For

1G. Election of Director: S. Nunn

Issuer

For

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

Issuer

For

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

Issuer

For

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

Issuer

For

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

Issuer

For

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

Issuer

For

1M. Election of Director: C. Ware

Issuer

For

1N. Election of Director: J. S. Watson

Issuer

For

2. Ratification of independent registered public accounting firm.

Issuer

For

3. Approve the material terms of performance goals for performance-based awards under the Chevron incentive plan.

Issuer

For

4. Approve the material terms of performance goals for performance-based awards under the long-term incentive plan of Chevron Corporation.

Issuer

For

5. Special stockholder meetings.

Shareholder

Abstain

Against

6. Advisory vote on summary compensation table.

Shareholder

For

Against

7. Greenhouse gas emissions.

Shareholder

Against

For

8. Country selection guidelines.

Shareholder

Against

For

9. Human rights policy.

Shareholder

Against

For

10. Host country laws.

Shareholder

Against

For

Covidien Ltd.

COV

G2552X108

5/28/2009

1. Approval of the scheme of arrangement attached to the accompanying proxy statement as annex A.

Issuer

For

2. If the scheme of arrangement is approved, and in connection with scheme of arrangement and reorganization, approval of creation of distributable reserves of Covidien plc (through reduction of share premium account of Covidien plc) that was previously approved by Covidien Ltd. and other current shareholders of Covidien plc (as described in the accompanying proxy statement).

Issuer

For

3. Approval of the motion to adjourn the meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the scheme of arrangement at the time of the meeting.

Issuer

For

Ensco International

ESV

26874Q100

5/28/2009

1A. Election of Director: Gerald W. Haddock

Issuer

For

Incorporated

1B. Election of Director: Paul E. Rowsey III

Issuer

For

1C. Election of Director: C. Christopher Gaut

Issuer

For

2. Approval of an amendment to the Ensco 2005 long-term incentive plan and re-approval of the material terms of the performance goals therein for purposes of Section 162(m) of the Internal Revenue Code.

Issuer

For

3. Ratification of the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for 2009.

Issuer

For

Lowe’s Companies, Inc.

LOW

548661107

5/29/2009

1. Election of Directors
2. Approve amendments to the company’s 2006 long-term incentive plan.

Issuer
Issuer

Y
Y

For
For

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

Issuer

For

4. Approve amendments to Lowe’s articles of incorporation eliminating all remaining supermajority vote requirements.

Issuer

For

5. Proposal regarding reincorporation in North Dakota.

Shareholder

Against

��

For

6. Proposal regarding health care reform principles.

Shareholder

Against

For

7. Proposal regarding separating the roles of chairman and CEO.

Shareholder

Against

For

Patterson-UTI Energy, Inc.

PTEN

703481101

6/3/2009

1. Election of Directors
2. Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2009.

Issuer
Issuer

Y
Y

For
For

Wal-Mart Stores, Inc.

WMT

931142103

6/5/2009

1A. Election of Director: Aida M. Alvarez
1B. Election of Director: James W. Breyer

Issuer
Issuer

Y
Y

For
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: Michael T. Duke

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. Ratification of Ernst & Young LLP as independent accountants.

Issuer

For

3. Gender identity non-discrimination policy.

Shareholder

Against

For

4. Pay for superior performance.

Shareholder

Against

For

5. Advisory vote on executive compensation.

Shareholder

Against

For

6. Political contributions.

Shareholder

Against

For

7. Special shareowner meetings.

Shareholder

Against

For

8. Incentive compensation to be stock options.

Shareholder

Against

For

Arkema S.A.

AKE FP

F0392W125

6/15/2009

1. Approve the annual accounts for the FYE on December 31, 2008.

Issuer

For

2. Approve the consolidated accounts for the FYE on December 31, 2008.

Issuer

For

3. Approve the distribution of profits for the FYE on December 31, 2008.

Issuer

For

4. Approve the agreement referred to in article L. 225-38 of the Commercial Code.

Issuer

For

5. Approve the agreement referred to in article L. 225-42-1 of the Commercial Code.

Issuer

For

6. Authorize the board of directors to operate on the company’s shares.

Issuer

For

7. Approve the renewal of Thierry Le Henaff’s mandate as a board member.

Issuer

For

8. Approve the renewal of Francois Enaud’s mandate as a board member.

Issuer

For

9. Approve the renewal of Bernard Kasriel’s mandate as a board member.

Issuer

For

10. Approve the renewal of Laurent Mignon’s mandate as a board member.

Issuer

For

11. Approve the renewal of Thierry Morin’s mandate as a board member.

Issuer

For

12. Approve the renewal of Jean-Pierre Seeuw’s mandate as a board member.

Issuer

For

13. Approve the renewal of Tidjane Thaim’s mandate as a board member.

Issuer

For

14. Approve the renewal of Phillippe Vassor’s mandate as a board member.

Issuer

For

15. Approve the nomination of Marc Pandraud as a board member.

Issuer

For

16. Approve the modification of article 10.12 of the statute concerning the terms of the board members’ duties.

Issuer

For

17. Authorize certain group’s employees and corporate managers of the company or group’s companies to grant options, giving right to the subscription of new shares or buy the company’s shares.

Issuer

For

18. Authorize the board of directors to freely allocate the company’s shares.

Issuer

For

19. Authorize the board of directors in order to carry out capital increase reserved for employees who are members of a company savings plan.

Issuer

For

20. Authorize the board of directors to reduce the share capital by cancellation of shares held by the company.

Issuer

For

21. Powers for formalities.

Issuer

For

RRI Energy, Inc.

RRI

74971X107

6/18/2009

1A. Election of Director: E. William Barnett

Issuer

For

1B. Election of Director: Mark M. Jacobs

Issuer

For

1C. Election of Director: Steven L. Miller

Issuer

For

1D. Election of Director: Laree E. Perez

Issuer

For

1E. Election of Director: Evan J. Silverstein

Issuer

For

2. Ratify the selection of KPMG LLP as the company’s independent auditor for the fiscal year ending December 31, 2009.

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	8/31/09

* 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