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:	7/1/09 to 6/30/10

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

G&K Services, Inc.

GKSR

361268105

11/12/2009

1. Election of Directors

Issuer

For

2. Ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the company’s independent auditors for fiscal 2010.

Issuer

For

Ensco International Incorporated

ESV

26874Q100

12/22/2009

1. Approval of the proposal to adopt the agreement and plan of merger and reorganization, entered into as of November 9, 2009, by and between Ensco International Incorporated, a Delaware corporation, and Ensco Newcastle LLC, a Delaware limited liability company.

Issuer

For

2. Approval of the adjournment of the special meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the adoption of the agreement and plan of merger and reorganization.

Issuer

For

Covidien plc

COV

G2554F105

3/16/2010

1. To receive and consider the company’s Irish statutory accounts and the reports of the directors and auditors thereon.

Issuer

For

2A. Election of Director: Craig Arnold

Issuer

For

2B. Election of Director: Robert H. Brust

Issuer

For

2C. Election of Director: John M. Connors, Jr.

Issuer

For

2D. Election of Director: Christopher J. Coughlin

Issuer

For

2E. Election of Director: Timothy M. Donahue

Issuer

For

2F. Election of Director: Kathy J. Herbert

Issuer

For

2G. Election of Director: Randall J. Hogan, III

Issuer

For

2H. Election of Director: Richard J. Meelia

Issuer

For

2I. Election of Director: Dennis H. Reilley

Issuer

For

2J. Election of Director: Tadataka Yamada

Issuer

For

2K. Election of Director: Joseph A. Zaccagnino

Issuer

For

3. To Appoint independent auditors and authorize the audit committee to set the auditors’ remuneration.

Issuer

For

4. To authorize the company and/or any subsidiary of the company to make market purchases of company shares.

Issuer

For

5. To authorize the reissue price range of treasury shares.

Issuer

For

Ares Capital Corporation

ARCC

04010L103

3/26/2010

1. To approve the issuance of the shares of Ares Capital common stock to be issued pursuant to the agreement and plan of merger, as such agreement may be amended from time to time, dated as of October 26, 2009, among Ares Capital, Allied Capital Corporation and ARCC Odyssey Corp., a wholly owned subsidiary of Ares Capital.

Issuer

For

2. To approve the adjournment of the Ares Capital special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Ares Capital special meeting to approve proposal 1.

Issuer

For

Discover Financial Services

DFS

254709108

4/8/2010

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: 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. Advisory vote to approve named executive officer compensation.

Issuer

For

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

Issuer

For

Henkel AG & Co. KGaA

D32051142

4/19/2010

1. Presentation of the annual financial statements and the consolidated financial statements as endorsed by the supervisory board, and the management reports of Henkel AG & Co. KGaA and of the group, including the corporate governance/corporate management and remuneration reports, the report of the supervisory board for fiscal 2009, and the resolution to approve the annual financial statements of Henkel AG & Co. KGaA for fiscal 2009.

Issuer

For

2. Resolution for the appropriation of profit.

Issuer

For

3. Resolution to approve and ratify the actions of the personally liable partner.

Issuer

For

4. Resolution to approve and ratify the actions of the supervisory board.

Issuer

For

5. Resolution to approve and ratify the actions of the shareholders committee.

Issuer

For

6. Resolution on the appointment of the auditors of the annual financial statements and the consolidated financial statements for fiscal 2010 and the examiners for the financial review of interim reports.

Issuer

For

7.1. Election of Dipl.-Kfm. Johann-Christoph Frey to the supplementary supervisory board.

Issuer

For

7.2. Election of Dr. rer. nat. Kaspar Freiherr von Braun to the supplementary supervisory board.

Issuer

For

8. Resolution to approve the compensation arrangements for members of the management board.

Issuer

For

9. Resolution to adopt the amendment of articles 19(3), 20(1) and (4), 21(2) and (3) and article 23(3) of the articles of association in line with the requirements of the Act Implementing the Shareholders’ Rights Directive

Issuer

For

10. Resolution to renew authorization to purchase, appropriate and utilize the corporation’s own shares (treasury stock) in accordance with clause 71(1) no. 8 of the German Stock Corporation Act and to exclude the pre-emptive rights of existing shareholders.

Issuer

For

11. Resolution to cancel the existing authorized capital amount and to create a new authorized capital amount (authorized capital 2010) to be issued for cash with the option of excluding pre-emptive rights, with corresponding amendment of the articles of association.

Issuer

For

Pfizer Inc.

PFE

717081103

4/22/2010

1A. Election of Director: Dennis A. Ausiello

Issuer

For

1B. Election of Director: Michael S. Brown

Issuer

For

1C. Election of Director: M. Anthony Burns

Issuer

For

1D. Election of Director: Robert N. Burt

Issuer

For

1E. Election of Director: W. Don Cornwell

Issuer

For

1F. Election of Director: Frances D. Fergusson

Issuer

For

1G. Election of Director: William H. Gray III

Issuer

For

1H. Election of Director: Constance J. Horner

Issuer

For

1I. Election of Director: James M. Kilts

Issuer

For

1J. Election of Director: Jeffrey B. Kindler

Issuer

For

1K. Election of Director: George A. Lorch

Issuer

For

1L. Election of Director: John P. Mascotte

Issuer

For

1M. Election of Director: Suzanne Nora Johnson

Issuer

For

1N. Election of Director: Stephen W. Sanger

Issuer

For

1O. Election of Director: William C. Steere, Jr.

Issuer

For

2. To ratify the selection of KPMG LLP as independent registered public accounting firm for 2010.

Issuer

For

3. Advisory vote on executive compensation.

Issuer

For

4. Approval of by-law amendment to reduce the percentage of shares required for shareholders to call special meetings.

Issuer

For

5. Shareholder proposal regarding stock options.

Shareholder

Against

For

AGCO Corporation

AGCO

001084102

4/22/2010

1. Election of Directors

Issuer

For

2. Ratification of KPMG LLP as the company’s independent registered public accounting firm for 2010.

Issuer

For

Abbott Laboratories

ABT

002824100

4/23/2010

1. Election of Directors

Issuer

For

2. Ratification of Deloitte & Touche LLP as auditors.

Issuer

For

3. Shareholder proposal — advisory vote

Shareholder

Against

For

4. Shareholder proposal — special shareholder meetings

Shareholder

Against

For

Rowan Companies, Inc.

RDC

779382100

4/29/2010

1A. Election of Director: William T. Fox III

Issuer

For

1B. Election of Director: Sir Graham Hearne

Issuer

For

1C. Election of Director: H. E. Lentz

Issuer

For

1D. Election of Director: P. Dexter Peacock

Issuer

For

2. Approve amendments to the company’s restated certificate of incorporation to eliminate all supermajority voting requirements.

Issuer

For

3. Ratify the appointment of Deloitte & Touche LLP as independent auditors.

Issuer

For

eBay Inc.

EBAY

278642103

4/29/2010

1A. Election of Director: David M. Moffett

Issuer

For

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

Issuer

For

1C. Election of Director: Thomas J. Tierney

Issuer

For

2. Approve the amendment and restatement of the eBay incentive plan, including to satisfy the requirements of section 162(m) of the Internal Revenue Code.

Issuer

For

3. Approve the amendment and restatement of the company’s 2008 equity incentive award plan, including an amendment to increase the aggregate number of shares authorized for issuance under the plan by 20 million shares.

Issuer

For

4. Ratify the selection of PricewaterhouseCoopers LLP as the company’s independent auditors for its fiscal year ending December 31, 2010.

Issuer

For

Trinity Industries, Inc.

TRN

896522109

5/3/2010

1. Election of Directors

Issuer

For

2. To approve the amended and restated Trinity Industries, Inc. 2004 stock option and incentive plan.

Issuer

For

3. To approve the ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2010.

Issuer

For

Apache Corporation

APA

037411105

5/6/2010

1. Election of Director: Eugene C. Fiedorek

Issuer

For

2. Election of Director: Patricia Albjerg Graham

Issuer

For

3. Election of Director: F. H. Merelli

Issuer

For

4. Ratification of Ernst & Young LLP as independent auditors.

Issuer

For

Onex Corporation

ONEXF

68272K103

5/6/2010

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

Occidental Petroleum Corporation

OXY

674599105

5/7/2010

1A. Election of Director: Spencer Abraham

Issuer

For

1B. Election of Director: John S. Chalsty

Issuer

For

1C. Election of Director: Stephen I. Chazen

Issuer

For

1D. Election of Director: Edward P. Djerejian

Issuer

For

1E. Election of Director: John E. Feick

Issuer

For

1F. Election of Director: Carlos M. Gutierrez

Issuer

For

1G. Election of Director: Ray R. Irani

Issuer

For

1H. Election of Director: Irvin W. Maloney

Issuer

For

1I. Election of Director: Avedick B. Poladian

Issuer

For

1J. Election of Director: Rodolfo Segovia

Issuer

For

IK. Election of Director: Aziz D. Syriani

Issuer

For

IL. Election of Director: Rosemary Tomich

Issuer

For

IM. Election of Director: Walter L. Weisman

Issuer

For

2. Ratification of selection of KPMG LLP as independent auditors.

Issuer

For

3. Re-approval of performance goals under incentive plan pursuant to tax deduction rules.

Issuer

For

4. Advisory vote approving executive compensation philosophy and practice.

Issuer

For

5. Shareholder proposal regarding elimination of compensation over $500,000 per year.

Shareholder

Against

For

6. Shareholder proposal regarding policy to separate chairman and chief executive officer roles.

Shareholder

Against

For

7. Shareholder proposal regarding percentage of stockholder ownership required to call special meeting of stockholders.

Shareholder

Against

For

8. Shareholder proposal regarding report on assessment of host country laws.

Shareholder

Against

For

9. Shareholder proposal regarding director election by majority stockholder vote.

Shareholder

Against

For

10. Shareholder proposal regarding report on increasing inherent security of chemical facilities.

Shareholder

Against

For

11. Shareholder proposal regarding policy on accelerated vesting in event of change in control.

Shareholder

Against

For

CIT Group Inc.

CIT

125581801

5/11/2010

1A. Election of Director: Michael J. Embler

Issuer

For

1B. Election of Director: William M. Freeman

Issuer

For

1C. Election of Director: Arthur B. Newman

Issuer

For

1D. Election of Director: Daniel A. Ninivaggi

Issuer

For

1E. Election of Director: R. Brad Oates

Issuer

For

1F. Election of Director: Marianne Miller Parrs

Issuer

For

1G. Election of Director: Gerald Rosenfeld

Issuer

For

1H. Election of Director: John R. Ryan

Issuer

For

1I. Election of Director: Seymour Sternberg

Issuer

For

1J. Election of Director: John A. Thain

Issuer

For

1K. Election of Director: Peter J. Tobin

Issuer

For

1L. Election of Director: Laura S. Unger

Issuer

For

2. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent auditors for fiscal 2010.

Issuer

For

3. Approve the compensation of CIT’s executives, as disclosed in proxy statement for the 2010 annual meeting of stockholders.

Issuer

For

Amgen Inc.

AMGN

031162100

5/12/2010

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: Rebecca M. Henderson

Issuer

For

1H. Election of Director: Frank C. Herringer

Issuer

For

1I. Election of Director: Gilbert S. Omenn

Issuer

For

1J. Election of Director: Judith C. Pelham

Issuer

For

1K. Election of Director: J. Paul Reason

Issuer

For

1L. Election of Director: Leonard D. Schaeffer

Issuer

For

1M. Election of Director: Kevin W. 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, 2010.

Issuer

For

3A. Shareholder proposal regarding shareholder action by written consent.

Shareholder

Against

For

3B. Shareholder proposal regarding equity retention policy.

Shareholder

Against

For

CVS Caremark Corporation

CVS

126650100

5/12/2010

1A. Election of Director: Edwin M. Banks

Issuer

For

1B. Election of Director: C. David Brown II

Issuer

For

1C. Election of Director: David W. Dorman

Issuer

For

1D. Election of Director: Kristen Gibney Williams

Issuer

For

1E. Election of Director: Marian L. Heard

Issuer

For

1F. Election of Director: William H. Joyce

Issuer

For

1G. Election of Director: Jean-Pierre Millon

Issuer

For

1H. Election of Director: Terrence Murray

Issuer

For

1I. Election of Director: C. A. Lance Piccolo

Issuer

For

1J. Election of Director: Sheli Z. Rosenberg

Issuer

For

1K. Election of Director: Thomas M. Ryan

Issuer

For

1L. Election of Director: Richard J. Swift

Issuer

For

2. Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2010 fiscal year.

Issuer

For

3. Adopt the company’s 2010 incentive compensation plan.

Issuer

For

4. Adopt an amendment to the company’s charter to allow stockholders to call special meetings.

Issuer

For

5. Shareholder proposal regarding a report on political contributions and expenditures.

Shareholder

Abstain

Against

6. Shareholder proposal regarding principles to stop global warming.

Shareholder

Against

For

Health Net, Inc.

HNT

42222G108

5/12/2010

1A. Election of Director: Mary Anne Citrino

Issuer

For

1B. Election of Director: Theodore F. Craver, Jr.

Issuer

For

1C. Election of Director: Vicki B. Escarra

Issuer

For

1D. Election of Director: Thomas T. Farley

Issuer

For

1E. Election of Director: Gale S. Fitzgerald

Issuer

For

1F. Election of Director: Patrick Foley

Issuer

For

1G. Election of Director: Jay M. Gellert

Issuer

For

1H. Election of Director: Roger F. Greaves

Issuer

For

1I. Election of Director: Bruce G. Willison

Issuer

For

1J. Election of Director: Frederick C. Yeager

Issuer

For

2. Ratify the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2010.

Issuer

For

3. Shareholder proposal regarding eliminating supermajority voting.

Shareholder

Against

For

Assurant, Inc.

AIZ

04621X108

5/13/2010

1. Election of Directors

Issuer

For

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

Issuer

For

3. Approval of an amendment of the company’s amended and restated by-laws to implement majority voting for uncontested director elections.

Issuer

For

4. Approval of an amendment of the company’s restated certificate of incorporation and amended and restated by-laws to declassify the board of directors.

Issuer

For

5. Approval of an amendment of the company’s long term equity incentive plan to increase the number of shares of common stock that may be issued pursuant to awards granted under the plan.

Issuer

For

Cookson Group plc

G24108246

5/13/2010

1. Approve the report of the directors and the audited accounts of the company for the year ended December 31, 2009.

Issuer

For

2. Approve the remuneration report of the directors for the year ended December 31, 2009.

Issuer

For

3. Election of P. J. Hill as a Director of the company

Issuer

For

4. Election of F. C. Wanecq as a Director of the company

Issuer

For

5. Election of J. F. Harris as a Director of the company

Issuer

For

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

Issuer

For

7. Authorize the directors, subject to the passing of proposal 6, to determine the auditors’ remuneration.

Issuer

For

8. Authorize the directors of the company, in substitution for all previous authorities pursuant to section 80 of the 1985 Act and pursuant to and in accordance with section 551 of the 2006 Act, to allot shares or grant rights to subscribe for or to convert any security into shares as defined in section 551.1 of the 2006 Act: a) up to a nominal amount of GBP 92,138,916; b) comprising equity securities as defined in 2006 Act up to a further nominal amount of GBP 92,138,916 in connection with an offer by way of rights issue; authority expires at the end of the next AGM or on June 30, 2011, whichever is the earlier; and the company may make offers and enter into agreements during the relevant period which would or might, require relevant securities to be allotted after the authority ends.

Issuer

For

9. Authorize the directors, subject to the passing of proposal 8 above, to allot equity securities as defined in section 560(1) of the 2006 Act wholly for cash: pursuant to paragraph (a) of Proposal 8 or where the allotment constitutes an allotment of equity securities by virtue of section 560 of the 2006 Act in each case: i) in connection with a pre-emptive offer and (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of GBP 13,820,837; and pursuant to the authority given by paragraph (b) of proposal 8 in connection with a rights issue, as if section 561(1) of the 2006 Act did not apply to any such allotment; authority expires the earlier of the end of the next AGM or on June 30, 2011; and the company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends and the board may allot equity securities under any such offer or agreement as if the power had not ended.

Issuer

For

10. Authorize the company, pursuant to article 11A of the company’s articles of association, and the purpose of section 701 of the 2006 Act, for market purchased as defined in section 693 of the said Act by the company of 27,641,674 its ordinary shares of GBP 1 each at a minimum price which shall not be less than the nominal value of the ordinary shares at the time of purchase, and a maximum price which shall be an amount equal to the higher of i) 105% of the average of the closing price of the company’s ordinary shares as derived from the London Stock Exchange Daily Official List on the five business days immediately preceding the date on which such share is contracted to be purchased and ii) the price stipulated by article 5(1) of the Buy Back and Stabilization Regulation of December 22, 2003; and authority expires the earlier of the conclusion of the AGM in 2011 or June 30, 2011.

Issuer

For

11. Authorize the company and those companies which are subsidiaries of the company, at any time during the period which the proposal has effect, for the purposes of part 14 of the 2006 Act: i) to make political donations to political parties, and/or independent election candidates; ii) to make political donations to political organizations other than political parties; and iii) to incur political expenditure, up to an aggregate amount of GBP 100,000, and the amount authorized under each of paragraph (i) to (iii) shall also be limited to such amount; authority is valid from the date of the passing of this proposal to the earlier of the conclusion of the company’s AGM in 2011 and June 30, 2011.

Issuer

For

12. Approve that the general meeting other than an AGM may be called on not less than 14 clear days notice.

Issuer

For

WellPoint, Inc.

WLP

94973V107

5/18/2010

1A. Election of Director: Sheila P. Burke

Issuer

For

1B. Election of Director: George A. Schaefer, Jr.

Issuer

For

1C. Election of Director: Jackie M. Ward

Issuer

For

2. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2010.

Issuer

For

3. Shareholder proposal concerning a feasibility study for converting to non-profit status.

Shareholder

Against

For

4. Shareholder proposal concerning disclosure of lobbying expenses.

Shareholder

Against

For

5. Shareholder proposal concerning an advisory resolution on compensation of named executive officers.

Shareholder

Against

For

6. Shareholder proposal concerning a change in the company’s jurisdiction of incorporation from Indiana to Delaware.

Shareholder

Against

For

Group 1 Automotive, Inc.

GPI

398905109

5/18/2010

1. Election of Directors

Issuer

For

2. Amendment and restatement of the Group 1 Automotive, Inc. 2007 long term incentive plan to increase the number of shares available for issuance under the plan from 6,500,000 to 7,500,000.

Issuer

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, 2010.

Issuer

For

Cymer, Inc.

CYMI

232572107

5/20/2010

1. Election of Directors

Issuer

For

2. Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

Issuer

For

Transatlantic Holdings, Inc.

TRH

893521104

5/20/2010

1A. Election of Director: Stephen P. Bradley

Issuer

For

1B. Election of Director: Ian H. Chippendale

Issuer

For

1C. Election of Director: John G. Foos

Issuer

For

1D. Election of Director: Reuben Jeffery III

Issuer

For

1E. Election of Director: John L. McCarthy

Issuer

For

1F. Election of Director: Robert F. Orlich

Issuer

For

1G. Election of Director: Richard S. Press

Issuer

For

1H. Election of Director: Thomas R. Tizzio

Issuer

For

2. Adopt the company’s 2010 U.K. sharesave plan.

Issuer

For

3. Amend the company’s 2007 executive bonus plan.

Issuer

For

4. Ratification of the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2010.

Issuer

For

Aon Corporation

AON

037389103

5/21/2010

1A. Election of Director: Lester B. Knight

Issuer

For

1B. Election of Director: Gregory C. Case

Issuer

For

1C. Election of Director: Fulvio Conti

Issuer

For

1D. Election of Director: Edgar D. Jannotta

Issuer

For

1E. Election of Director: Jan Kalff

Issuer

For

1F. Election of Director: J. Michael Losh

Issuer

For

1G. Election of Director: R. Eden Martin

Issuer

For

1H. Election of Director: Andrew J. McKenna

Issuer

For

1I. Election of Director: Robert S. Morrison

Issuer

For

1J. Election of Director: Richard B. Myers

Issuer

For

1K. Election of Director: Richard C. Notebaert

Issuer

For

1L. Election of Director: John W. Rogers, Jr.

Issuer

For

1M. Election of Director: Gloria Santona

Issuer

For

1N. Election of Director: Carolyn Y. Woo

Issuer

For

2. Ratification of appointment of Ernst & Young LLP as the company’s independent registered public accounting firm.

Issuer

For

Total S.A.

TOT

89151E109

5/21/2010

1. Approval of parent company financial statements dated December 31, 2009.

Issuer

For

2. Approval of consolidated financial statements dated December 31, 2009.

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 Christophe de Margerie.

Issuer

For

6. Authorization for the board of directors to trade in shares of the company.

Issuer

For

7. Renewal of the appointment of Thierry Desmarest as a director.

Issuer

For

8. Renewal of the appointment of Thierry De Rudder as a director.

Issuer

For

9. Appointment of Gunnar Brock as a director.

Issuer

For

13. Renewal of the appointment of Ernst & Young Audit as statutory auditors.

Issuer

For

14. Renewal of the appointment of KPMG Audit (a division of KPMG S.A.) as statutory auditors.

Issuer

For

15. Appointment of Auditex as alternate auditors.

Issuer

For

16. Appointment of KPMG Audit as alternate auditors.

Issuer

For

17. Share capital increases with preferential subscription rights.

Issuer

For

18. Share capital increases by public offering without preferential subscription rights.

Issuer

Against

19. Share capital increases in exchange for equity securities contributed to the company.

Issuer

Against

20. Share capital increases by the issuance of common shares reserved to employees.

Issuer

For

21. Allocation of stock options.

Issuer

For

A. Shareholder proposal regarding an amendment of the articles of association concerning the publication of the internal charters for collective investment funds whose assets are more than 0.5% of the capital of the company.

Shareholder

Against

For

Z. Please be advised that you may vote only on one of the following: for proposal 10 vote “For” appointment of a director representing employee shareholders Mr. Claude Clemente; for proposal 11 vote “Against” appointment of a director representing employee shareholders Mr. Philippe Marchandise; for proposal 12 vote “Abstain” appointment of a director representing employee shareholders Mr. Mohammed Zaki.

Issuer

For

Ensco plc

ESV

29358Q109

5/25/2010

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

Issuer

For

2. Election of Class II Director: Rita M. Rodriguez

Issuer

For

3. Ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for 2010.

Issuer

For

4. Ratify the appointment of KPMG Audit plc as the company’s statutory auditors under Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the company) and to ratify that the audit committee is authorized to determine the company’s statutory auditors’ remuneration.

Issuer

For

5. Re-approve the company’s 2005 cash incentive plan, including the material terms of the performance goals therein for purposes of section 162(m) of the Internal Revenue Code.

Issuer

For

Omnicare, Inc.

OCR

681904108

5/25/2010

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: Andrea R. Lindell

Issuer

For

1E. Election of Director: James D. Shelton

Issuer

For

1F. Election of Director: John H. Timoney

Issuer

For

1G. Election of Director: Amy Wallman

Issuer

For

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

Issuer

For

Chevron Corporation

CVX

166764100

5/26/2010

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: C. Hagel

Issuer

For

1F. Election of Director: E. Hernandez

Issuer

For

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

Issuer

For

1H. Election of Director: G. L. Kirkland

Issuer

For

1I. Election of Director: S. Nunn

Issuer

For

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

Issuer

For

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

Issuer

For

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

Issuer

For

1M. Election of Director: J. G. Stumpf

Issuer

For

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

Issuer

For

1O. Election of Director: C. Ware

Issuer

For

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

Issuer

For

2. Ratification of independent registered public accounting firm.

Issuer

For

3. Amendment to the company’s by-laws to reduce the percentage of stockholders required for stockholders to call for special meetings.

Issuer

For

4. Shareholder proposal for appointment of an independent director with environmental expertise.

Shareholder

Against

For

5. Shareholder proposal regarding holding equity-based compensation through retirement.

Shareholder

Against

For

6. Shareholder proposal regarding disclosure of payments to host governments.

Shareholder

Against

For

7. Shareholder proposal regarding guidelines for country selection.

Shareholder

Against

For

8. Shareholder proposal regarding financial risks from climate change.

Shareholder

Against

For

9. Shareholder proposal regarding human rights committee.

Shareholder

Against

For

Lowe’s Companies, Inc.

LOW

548661107

5/28/2010

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 an amendment to the company’s by-laws decreasing the percentage of shares required to call a special meeting of shareholders.

Issuer

For

4. Shareholder proposal regarding report on political spending.

Shareholder

Against

For

5. Shareholder proposal regarding separating the roles of chairman and CEO.

Shareholder

Against

For

Arkema S.A.

F0392W125

6/1/2010

1. Approve the annual accounts for the FYE on December 31, 2009.

Issuer

For

2. Approve the consolidated accounts for the FYE on December 31, 2009.

Issuer

For

3. Approve the allocation of the result for the FYE on December 31, 2009.

Issuer

For

4. Approve the agreements regulated under article L. 225-40 et seq. Code de Commerce.

Issuer

For

5. Approve to set the total amount of the directors’ attendance fees.

Issuer

For

6. Ratify the co-opting of Isabelle Kocher as a director.

Issuer

For

7. Approve Claire Pedini as a director.

Issuer

For

8. Approve the nomination of Patrice Breant as a director representing employees who are also shareholders.

Issuer

For

9. Approve the nomination of David Quijano as a director representing employees who are also shareholders.

Issuer

For

10. Authorize the board of directors to trade in the company’s shares.

Issuer

For

11. Authorize the board of directors to issue shares in the company and/or transferable securities giving access to shares in the company or in one of its subsidiaries, with the preferential right of subscription for shareholders maintained.

Issuer

For

12. Authorize the board of directors to issue shares in the company and/or transferable securities giving access to shares in the company or in one of its subsidiaries, by means of a public offer, with the preferential right of subscription for shareholders cancelled.

Issuer

For

13. Authorize the board of directors, in the event of a capital increase with the preferential right of subscription for shareholders maintained (or cancelled), to increase the number of transferable securities to be issued pursuant to the 11th and 12th proposals.

Issuer

For

14. Approve the overall cap for authorizations of immediate and/or future capital increases.

Issuer

For

15. Authorize the board of directors to make capital increases reserved for employees who are members of a corporate personal equity plan.

Issuer

For

16. Amend article 10.1.2 of the articles of association.

Issuer

For

17. Amend article 10.2 of the articles of association.

Issuer

For

18. Grant powers for the required formalities.

Issuer

For

Wal-Mart Stores, Inc.

WMT

931142103

6/4/2010

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: Michael T. Duke

Issuer

For

1H. Election of Director: Gregory B. Penner

Issuer

For

1I. Election of Director: Steven S. Reinemund

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. Approval of the company’s stock incentive plan of 2010.

Issuer

For

4. Approval of the ASDA Limited sharesave plan 2000, as amended.

Issuer

For

5. Shareholder proposal regarding gender identity non-discrimination policy.

Shareholder

Against

For

6. Shareholder proposal regarding advisory vote on executive compensation.

Shareholder

Against

For

7. Shareholder proposal regarding political contribution report.

Shareholder

Against

For

8. Shareholder proposal regarding special shareowner meetings.

Shareholder

Against

For

9. Shareholder proposal regarding poultry slaughter.

Shareholder

Against

For

10. Shareholder proposal regarding lobbying priorities report.

Shareholder

Against

For

Ares Capital Corporation

ARCC

04010L103

6/7/2010

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, 2010.

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 2010 annual meeting of stockholders, all as more fully described in the proxy statement.

Issuer

For

Genting Malaysia Berhad

Y7368M113

6/9/2010

1. Receive and adopt the audited financial statements for the fiscal year ended December 31, 2009 and the directors’ and auditors reports thereon.

Issuer

For

2. Approve the declaration of a final dividend of 4.3 sen less 25% tax per ordinary share of 10 sen each for the fiscal year ended December 31, 2009 to be paid on July 21, 2010 to members registered in the record of depository on June 30, 2010.

Issuer

For

3. Approve the payment of directors’ fees of MYR 778,405 for the fiscal year ended December 31, 2009.

Issuer

For

4. Re-elect Tan Sri Lim Kok Thay as a director of the company pursuant to article 99 of the articles of association of the company.

Issuer

For

5. Re-elect Teo Eng Siong as a director of the company, pursuant to article 104 of the articles of association of the company.

Issuer

For

6. Re-appoint Tun Mohammed Hanif Bin Omer, as a director of the company to hold office until the conclusion of the next AGM, retiring in accordance with section 129 of the Companies Act, 1965.

Issuer

For

7. Re-appoint Tan Sri Alwi Jantan, as a director of the company to hold office until the conclusion of the next AGM, retiring in accordance with section 129 of the Companies Act, 1965.

Issuer

For

8. Re-appoint Tan Sri Dr. Lin See Yan, as a director of the company to hold office until the conclusion of the next AGM, retiring in accordance with section 129 of the Companies Act, 1965.

Issuer

For

9. Re-appoint PricewaterhouseCoopers LLP as the auditors of the company and authorize the directors to fix their remuneration.

Issuer

For

10. Authorize the company, subject to the passing of ordinary proposal 11, and subject to compliance with all applicable laws, the company’s articles of association, and the regulations and guidelines applied from time to time by Bursa Malaysia Securities Berhad and/or any other relevant regulatory authorities: a to utilize up to the aggregate of the total retained earnings and share premium accounts of the company based on the latest audited financial statements available up 10 the date of the transaction, to purchase, from time to time during the validity of the approval and authority under this proposal, such number of ordinary shares of 10 sen each in the company as may be determined by the directors of the company on Bursa Securities upon such terms and conditions as the directors may deem fit and expedient in the interests of the company.

Issuer

For

11. Authorize Genting Berhad and the persons acting in concert with GENT “PAC,” subject to the passing of ordinary proposal 10 and the approval of the Securities Commission, to be exempted from the obligation to undertake a mandatory take-over offer on the remaining voting shares in the company not already owned by them under part II of Malaysian Code on take-overs and mergers, 1998 Code, which may arise upon the future purchase by the company of its own shares pursuant to ordinary proposal 10, in conjunction with the application submitted by GENT and the PACs to the SC under the practice note 2.9.10 of the Code, and authorize the directors of the company to take all such actions that may be necessary and/or desirable to give effect to this proposal and in connection therewith to enter into and execute on behalf of the company any instrument.

Issuer

For

12. Authorize the directors, subject always to the Companies Act, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad “MMLR” and the approval of any relevant governmental and/or regulatory authorities, where such approval is required, pursuant to section 132D of the Companies Act, 1965 to: 1) issue and allot shares in the company; and/or 2) issue, make or grant offers, agreements, options or other instruments that might or would require shares to be issued collectively “Instruments” during and/or after the period the approval granted by this proposal in in force, at any time and from time to time and upon such terms and conditions and for such purposes as the directors may, in their absolute discretion deem fit.

Issuer

For

13. Authorize the company and/or its subsidiaries to enter into any of the transactions falling within the types of recurrent related party transactions of a revenue or trading nature with the related parties as set out in section 2.3 under part C of the Document to Shareholders dated May 18, 2010, provided that such transactions are undertaken in the ordinary course of business, at arms’ length and based on commercial terms and on terms not more favorable to the related party than those generally available to/from the public and are not, in the company’s opinion, detrimental to the minority shareholders and that the breakdown of the aggregate value of the recurrent related party transactions conducted/to be conducted during the financial year, including the types of recurrent related party transactions made and the names of the related parties, will be disclosed in the annual report of the company pursuant to the requirements of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

Issuer

For

14. Authorize the company to make a retirement gratuity payment of MYR 457,475 to Tan Sri Wan Sidek bin Hj Wan Abdul Rahman, the former independent non-executive director of the company in recognition and appreciation of his long service and contribution to the company and authorize the directors of the company to take alll such actions as they may consider necessary and/or desirable to give full effect to this proposal.

Issuer

For

15. Approve and adopt the amendments to the existing articles of association of the company as proposed and set forth under part D of the Document to Shareholders dated May 18, 1010, and authorize the directors of the company to do all acts and things and take all such steps as they may consider necessary and/or desirable to give full effect to these amendments to the articles of association.

Issuer

For

PetSmart, Inc.

PETM

716768106

6/16/2010

1A. Election of Director: Rakesh Gangwal

Issuer

For

1B. Election of Director: Robert F. Moran

Issuer

For

1C. Election of Director: Barbara A. Munder

Issuer

For

1D. Election of Director: Thomas G. Stemberg

Issuer

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2010 fiscal year ending January 30, 2011.

Issuer

For

3. Amend the company’s executive short-term incentive plan.

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	8/31/10

* 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