<Page>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-8544
FPA FUNDS TRUST
(Exact name of registrant as specified in charter)
11400 WEST OLYMPIC BLVD., SUITE 1200, LOS ANGELES, CALIFORNIA 90064
(Address of principal executive offices)
J. RICHARD ATWOOD,
11400 WEST OLYMPIC BLVD., SUITE 1200, LOS ANGELES, CALIFORNIA 90064
(Name and address of agent for service)
Registrant's telephone number, including area code: 310-473-0225
Date of fiscal year end: MARCH 31
Date of reporting period: September 30, 2004
Item 1. Report to Stockholders.
<Page>
FPA CRESCENT FUND
SEMI-ANNUAL REPORT
[FPA CRESCENT FUND LOGO]
DISTRIBUTOR:
FPA FUND DISTRIBUTORS, INC.
11400 WEST OLYMPIC BOULEVARD, SUITE 1200
LOS ANGELES, CALIFORNIA 90064
42077
SEPTEMBER 30, 2004
<Page>
LETTER TO SHAREHOLDERS
Dear Fellow Shareholders:
Crescent returned 0.44% in the third quarter and 6.20% year-to-date. This
compares favorably to our 60% Russell 2500 and 40% Lehman Government/Credit
benchmark and places the Fund ahead of most stock market indexes thus far in
2004. Please refer to the comparative return information at the end of this
letter.
The stock market isn't rife with value. We realize that for the loyal
reader of our missives this statement does not come as a shock. We find it
difficult to come up with new ways to say the same thing. For the more recent
reader, we have found it challenging to put capital to work for the past year or
so. Although corporate earnings are somewhat higher, the stock market is higher
as well. The upshot: valuations still are not cheap enough for us to be in good
conscience fully invested, knowing that the margin of safety of such an action
poses the risk of a serious erosion of capital. I can't remember which pundit
recently said that investors today are not getting risk-free return, rather they
are more likely to achieve return-free risk. We remain with a large cash cushion
as we await the inevitable, but not necessarily timely, opportunities.
Although we have spoken at length regarding our large cash position, there
are other notable trends worth reporting at this time. First, the market
capitalization of your Fund's average investment has increased to a new high.
Small-capitalization stocks have been less expensive by most valuation measures
when compared to mid- and large-capitalization companies since I began the
Crescent Fund more than eleven years ago. We do not see a notable valuation
differential between companies of varying market capitalizations today. All
things being equal, we have chosen to migrate up in size. The weighted average
market capitalization of your Fund today stands more than three times higher
than its low at $3.1 billion, its highest ever -- larger, but certainly not
large-cap.
We said that the stock market did not appear that inexpensive to us.
However, that stock market is the U.S. market. We cannot forget the rest of the
world in this increasingly global economy. We have been uncovering better values
abroad in the recent months. This is not our first foray overseas, as we have
invested in the public shares of foreign companies for many years. Recently
though, the percentage allocated to foreign shares has increased. We had 7.8%
invested overseas at quarter-end.(1)
With our patience sorely tested in the U.S., we have uncovered what we
believe to be great valuations in three very good businesses in the United
Kingdom. These recent investments are much less expensive than the average U.S.
company and pay a far higher dividend yield. The table below reflects the
comparative valuation and dividend yield based on our average purchase price.(2)
<Table>
<Caption>
RECENT UK
INVESTMENTS RUSSELL 2500 S&P 500
----------- ------------ -----------
Price / Earnings
Ratio 11.0x 23.0x 19.0x
Dividend Yield 5.0% 1.3% 1.8%
</Table>
We don't pretend that investing in a foreign country with less stringent
regulatory oversight, more lax corporate governance, different accounting
conventions, and a different language is without risk. We hope to minimize this
risk by purchasing public businesses with good balance sheets at deep discounts
to what we would have to pay for a similar business in the United States. Our
recent UK investments trade at P/Es that are almost a 50% discount to the U.S.
market, have higher returns on shareholders' equity, and a dividend yield that
is about 3 times as large. We are getting paid to wait. Dividends accounted for
approximately 40% of the total return seen in the U.S. stock market over the
last 75 years. As we continue to expect a low return environment for a number of
years, a 5% dividend yield should prove an intelligent starting point in
achieving good investment returns.
We also do not mind having more exposure to currencies other than the U.S.
dollar. As we have prattled in the past, we believe that there is a good chance
we could see in the coming years a continued erosion in the value of the dollar.
- ----------
(1) Percentage is gross long investment.
(2) P/E calculation is predicated on 2005 consensus estimates.
1
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There does, however, appear to be a language barrier even in England. We
found it necessary to ask the CEO of one of our recent investments to repeat
what he said in American. Wasn't it Oscar Wilde who said, "Two countries
separated by a common language?" We observed a tell-tale sign that we use words
differently when a British executive made reference to his cell phone's ear bud
that had fallen as a "dangly bit."
We spoke of our recent forays into technology in our second-quarter
shareholder letter. To date, our results have been mixed. We pointed to our
inability to time the technology cycle of NAND flash cards and the
category-dominant company with 40% share, SanDisk. Our average cost of $21.28
looked prescient as its stock price rallied to $31.42 just a few months later.
We sold 20% of our stake outright but we effectively sold more as cash was
contributed to the Fund during the quarter. If cash is contributed and we do not
add to an existing position, the position size is reduced as a percent of the
portfolio. It is not only an effective sale, but proves a tax efficient one as
well. Nevertheless, subsequent to quarter-end, SanDisk announced that pricing
was declining more quickly than anticipated and that to meet what still was
tremendous demand, the company outsourced more than expected. SanDisk's stock
price returned back to our purchase levels. So much for prescience. We continue,
however, to believe in the longer-term trends for larger capacity memory cards
and purchased additional stock accordingly.
We invest with a view down the road and thus, find it outside our
capability to "time" either the stock market or individual investments. We have
had a large position in energy services for some time and although we have
modestly reduced the position size, we continue to believe that we will
liquidate our stake at substantially higher prices. A decline in oil prices will
likely cause these stocks to decline in price. We would not be surprised to see
such a decline. If, for example, Ensco International were to trade from its
quarter-end price of $32.67 back down to our $24.97 cost, a 23.4% decline, then
Crescent would be negatively impacted by 0.87%.(3) We believe in the longer-term
structural supply/demand issues in the oil service sector that we anticipate
will allow for greater future earnings and higher stock prices. To sell the
stock at today's prices, pay the capital gains tax (much of it short-term) and
hope to repurchase it at lower levels is more than we can ask of ourselves. If
we sold our stake and the stock dropped in price we may look like heroes
temporarily. However, if the stock price doesn't decline to a level where we
would repurchase it and subsequently it rises to our price target, then we would
have missed out on the upside. We do our best to insulate ourselves from the
visceral vacillations of the stock market.
This means, of course, that we are willing to absorb some volatility.
Another example would be our recent investment in Countrywide Assured, PLC, not
to be confused with Countrywide Financial Corporation. The Countrywide we own is
the largest residential real estate broker in England. We have been accumulating
a position at about 10x what we believe are "normalized" earnings with no value
placed on the potential accretion that we discuss further on. The British real
estate market has been weak lately and transaction volume is approaching 25-year
lows. This provides us with an opportunity to build a position. We do not know
for sure that the company's stock price will rise from here, but it may. We
would prefer to see it decline as we would build our position at lower prices.
We would not be surprised to see the stock down 30% from current levels. That
may seem like a large number but if it were to occur it would allow us to have a
larger position at a lower average cost. We would rather double our money on a
4% position than a 1% position.
Countrywide has three other businesses, two of which have tremendous growth
opportunities. The Conveyancing business, akin to our title business in the
U.S., is using technology to further their competitive advantage, lower their
costs, and improve their efficiency. The division loses a small amount of money
today but after spending time in central England at the Conveyancing group's
main offices, we believe that it could contribute 10-20% to earnings in a few
years. The Surveyance and Valuation division, also the largest in the country
with an 18% market
- ----------
(3) A 23.4% decline on a 3.73% position in Ensco International.
2
<Page>
share, provides home appraisals and other legally required documentation. In
addition to technological advancements that should reduce costs and allow them
to gain further market share, Parliament has a bill that seems likely to receive
Royal Assent that could help earnings in this segment to more than double and
that could add more than 50% to current earnings. We believe that multi-year
growth and the potential for its stock price to provide rewarding returns in a
few years justifies the near-term downside risk we have assumed. We are not
smart enough to pick the bottom. Meanwhile, while we wait for the story to
unfold, Countrywide is paying us a 5.1% dividend yield.
We believe it highly unlikely that the U.S. stock market will approach the
11.2% returns seen over the past three quarters of a century for two reasons.
One, we do not believe the economy will expand at the same rate in the future as
it has in the past. Two, dividend yields are a far cry from the 4.3-4.5% that
contributed to the aforementioned total historic return. Shareholders and
managers of public companies frequently engage in the perennial conflict of how
corporate cash flow should be spent. Each case is different but the question
that needs answering is, "who can achieve a better return on their investment?"
Too often, companies reinvest their cash in low-returning businesses. In today's
tax environment, we believe managers have a more difficult case to make. If
dividend payout ratios, which are hovering near historic lows, were returned to
a mean level, dividends would approximate 3%, 60% higher than they are today.(4)
To throw another wrinkle into the equation, we believe that the quality of
corporate earnings is less than it's been in the past and, as a result, the
effective payout ratio is higher than it appears.
A recent study co-authored by Professor Campbell Harvey of Duke
University's Fuqua School of Business surveyed 401 chief financial officers. We
share some of the distressing findings with you. "The survey found that
companies routinely employed legal accounting gimmicks to hit their numbers. But
the study also found that 78% of CFOs would give up real economic value in
exchange for artificially smooth earnings -- including deferring spending and
selling off patents. More than 55% said they would delay starting new projects
to meet earnings targets."(5) Sadly, sacrificing long-term earnings is
determined by too many to be an acceptable business practice.
We realize through our many conversations with companies that inflation is
lurking around the corner. Many companies have contracts that lock in their raw
material costs for a specified period of time. As we know, such costs have been
rising. New contracts will be established at higher prices and when it comes
time to renegotiate those contracts, a company will do its best to pass through
price increases to the customer, which will result in inflation should they meet
with success. Failure to achieve a price increase to offset the corresponding
increase in production costs will negatively impact earnings. We can envisage
the occurrence of either one or both of the above. Either way, there will likely
be a higher level of inflation that we do not believe is currently priced into
the stock and bond markets.
We continue to focus on absolute value, believing that relative value is
relatively dumb. As Edwin Lefevre points out in his biography of Jesse
Livermore, REMINISCENCES OF A STOCK OPERATOR, "....a man may see straight and
clearly and yet become impatient or doubtful when the market takes its time
about doing as he figures it must do. That is why so many men in Wall
Street...lose money. The market does not beat them. They beat themselves,
because though they have brains they cannot sit tight." Here's to sitting tight.
Respectfully submitted,
/s/ Steven Romick
Steven Romick
President
October 25, 2004
- ----------
(4) Nevertheless, there is room for Corporate America to raise payout ratios
and deliver larger dividends.
(5) FINANCIAL TIMES, Stephen Schurr. July 19, 2004.
3
<Page>
PORTFOLIO DATA
September 30, 2004
COMPARATIVE STATISTICS
<Table>
<Caption>
RUSSELL S&P LEHMAN BROS.
RATIOS CRESCENT 2500 500 GOV'T/CREDIT
- ------ -------- ------- --- -------------
(Weighted Average)
STOCKS
Price/Earnings TTM 21.1x 23.0x 19.0x
Price/Earnings 2004 est. 15.8x 21.4x 18.2x
Price/Book 2.0x 2.3x 2.9x
Dividend Yield 1.1% 1.3% 1.8%
BONDS
Duration 2.5 years 5.27 years
Maturity 4.2 years 7.84 years
Yield 6.8% 3.90%
</Table>
10 LARGEST HOLDINGS, REPRESENTING 26.12% OF THE FUND AS OF SEPTEMBER 30, 2004.
COMMON & PREFERRED STOCKS
ENSCO International
Michaels Stores, Inc.
Tate & Lyle PLC
Patterson-UTI Energy, Inc.
National-Oilwell, Inc.
Assurant
Big Lots, Inc.
SanDisk, Inc.
Rowan Companies, Inc.
Trinity Industries
ASSET COMPOSITION
<Table>
Common Stocks, Long 47.92%
Preferred Stocks 0.36%
Bonds & Notes 7.32%
Common Stocks, short -8.53%
Cash & Other 52.93%
------
Total 100.00%
</Table>
4
<Page>
HISTORICAL PERFORMANCE
<Table>
<Caption>
BALANCED
BENCHMARK LEHMAN
FPA 60% RUSSELL BROTHERS
CRESCENT 2500/40% LB GOV'T/ RUSSELL
PERIODS ENDED SEPTEMBER 30, 2004 FUND GOV'T/CREDIT CREDIT 2500
- -------------------------------- -------- ------------ -------- -------
Quarter 0.44% -0.05% 3.56% -2.52%
Calendar Year to Date 6.20 3.60 3.36 3.57
One Year 14.14 12.44 3.33 18.51
Three Years 16.75 11.47 6.32 14.14
Five Years 13.66 9.30 7.74 9.37
Ten Years 13.59 10.78 7.76 12.01
From Inception 6/2/93* 13.20 10.14 6.93 11.58
YEARS ENDED DECEMBER 31,
2003 26.15 28.08 4.67 45.51
2002 3.71 -6.63 11.04 -17.80
2001 36.14 4.83 8.50 1.22
2000 3.59 7.85 11.85 4.27
1999 -6.28 13.28 -2.15 24.15
1998 2.79 4.92 9.47 0.38
1997 21.95 18.53 9.76 24.36
1996 22.88 12.59 2.90 19.03
1995 26.04 26.72 19.24 31.70
1994 4.25 -1.96 -3.51 -1.06
</Table>
THE DATA QUOTED REPRESENTS PAST PERFORMANCE AND IS NOT INDICATIVE OF FUTURE
PERFORMANCE. AN INVESTMENT IN THE FUND MAY FLUCTUATE SO THAT AN INVESTOR'S
SHARES WHEN REDEEMED MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. ALL
RETURNS ASSUME THE REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS. THERE ARE NO
ASSURANCES THAT THE FUND WILL MEET ITS STATED OBJECTIVES. A PORTFOLIO'S HOLDINGS
AND ALLOCATIONS ARE SUBJECT TO CHANGE BECAUSE IT IS ACTIVELY MANAGED AND SHOULD
NOT BE CONSIDERED RECOMMENDATIONS TO BUY INDIVIDUAL SECURITIES.
* Returns from inception are annualized. The annualized performance of the
Russell 2500 and Lehman Brothers Government/Credit Indexes begins 6/1/93.
The total return of the Fund reflects fees waived and expenses assumed by
the Adviser. Without such fees waived and expenses assumed, the total
return would be lower.
DEFINITION OF THE COMPARATIVE INDICES
BALANCED BENCHMARK is a hypothetical combination of unmanaged indices comprised
of 60% Russell 2500 Index and 40% Lehman Brothers Government/Credit Index,
reflecting the Fund's neutral mix of 60% stocks and 40% bonds.
LEHMAN BROTHERS GOVERNMENT/CREDIT INDEX is an unmanaged index of investment
grade bonds, including U.S. government treasury bonds, corporate bonds and
yankee bonds.
RUSSELL 2500 INDEX is an unmanaged index comprised of 2,500 stocks of U.S.
companies with small market capitalization.
Index returns assume reinvestment of dividends and, unlike the Fund's returns,
do not reflect any fees or expenses. If such fees and expenses were included in
the index returns, the performance would have been lower. Please note that one
cannot invest directly in an unmanaged index.
5
<Page>
MAJOR PORTFOLIO CHANGES
Six Months Ended September 30, 2004
<Table>
<Caption>
SHARES OR
PRINCIPAL AMOUNT
----------------
NET PURCHASES
COMMON STOCKS
Alfa Laval AB 200,000
Assurant, Inc. 225,000
Big Lots, Inc. 280,000
Countrywide PLC (1) 2,505,248
EMI Group PLC (1) 1,000,000
Foot Locker, Inc. 411,000
GlobalSantaFe Corp. 100,000
Maxtor Corporation 906,600
Novell, Inc. (1) 300,000
Onex Corporation (1) 410,100
Patterson-UTI Energy, Inc. 37,000
Ross Stores, Inc. 70,000
SanDisk Corporation (1) 555,000
Tate & Lyle PLC (1) 3,000,000
Trinity Industries 93,000
Western Digital Corporation (1) 750,000
Zale Corporation 125,400
NON-CONVERTIBLE BONDS & DEBENTURES
Tenet Healthcare Corporation -- 9.875% 2014 $ 4,500,000
WestPoint Stevens Inc. (floating rate) -- 2004 $ 1,000,000
NET SALES
COMMON STOCKS
Celanese AG (2) 307,900
Hunter Douglas NV (2) 51,666
Lightbridge, Inc. (2) 200,000
Newport Corporation (2) 110,000
Plains Resources, Inc. (2) 130,000
NON-CONVERTIBLE BONDS & DEBENTURES
Pacific Gas & Electric Co. -- 10.375% 2005 (2) $ 6,250,000
Qwest Communications International Inc. -- 5.875% 2004 (2) $ 5,280,000
</Table>
(1) Indicates new commitment to portfolio
(2) Indicates elimination from portfolio
6
<Page>
PORTFOLIO OF INVESTMENTS
September 30, 2004
<Table>
<Caption>
COMMON STOCKS -- LONG SHARES VALUE
- ------------------------------------------------------------------------------ ------------- ---------------
ENERGY -- 13.5%
ENSCO International Incorporated 840,700 $ 27,465,669
GlobalSantaFe Corp. 412,000 12,627,800
National-Oilwell, Inc.* 625,000 20,537,500
Patterson-UTI Energy, Inc. 1,084,000 20,671,880
Plains Exploration & Production Co.* 130,000 3,101,800
Rowan Companies, Inc.* 569,000 15,021,600
---------------
$ 99,426,249
---------------
RETAILING -- 10.6%
Big Lots, Inc.* 1,330,000 $ 16,265,900
Charming Shoppes, Inc.* 1,556,000 11,078,720
Foot Locker, Inc. 611,000 14,480,700
Michaels Stores, Inc. 380,000 22,499,800
Ross Stores, Inc. 210,000 4,922,400
Zale Corporation* 325,400 9,143,740
---------------
$ 78,391,260
---------------
FINANCIAL SERVICES -- 7.2%
Assurant, Inc. 725,000 $ 18,850,000
Countrywide PLC 2,505,248 14,179,704
Interactive Data Corporation* 175,000 3,293,500
New York Community Bancorp, Inc. 133,333 2,738,660
Westcorp 117,000 4,974,840
WFS Financial Inc* 204,400 9,514,820
---------------
$ 53,551,524
---------------
TECHNOLOGY -- 4.6%
Maxtor Corporation* 1,778,300 $ 9,247,160
Novell, Inc.* 300,000 1,893,000
SanDisk Corporation* 555,000 16,161,600
Western Digital Corporation* 750,000 6,592,500
---------------
$ 33,894,260
---------------
CONSUMER NON-DURABLE GOODS -- 3.4%
Action Performance Companies, Inc. 101,600 $ 1,029,208
Crunch Equity Holding, LLC Bondholder Trust Interest+ 2,235 3,017,250
Tate & Lyle PLC 3,000,000 21,000,000
---------------
$ 25,046,458
---------------
</Table>
7
<Page>
<Table>
<Caption>
COMMON STOCKS -- LONG -- CONTINUED SHARES VALUE
- ------------------------------------------------------------------------------ ------------- ---------------
INDUSTRIAL PRODUCTS -- 3.1%
Alfa Laval AB 569,200 $ 8,298,936
Trinity Industries, Inc. 467,100 14,559,507
---------------
$ 22,858,443
---------------
SERVICE -- 1.0%
Brink's Company, The. 257,500 $ 7,768,775
---------------
REAL ESTATE -- 1.0%
Ventas, Inc. 280,000 $ 7,257,600
---------------
COMMUNICATIONS -- 0.8%
Dycom Industries, Inc.* 209,600 $ 5,950,544
---------------
MULTI-INDUSTRY -- 0.7%
Onex Corporation 410,100 $ 5,503,542
---------------
UTILITIES -- 0.7%
PG&E Corporation* 160,000 $ 4,864,000
---------------
ENTERTAINMENT -- 0.5%
EMI Group PLC 1,000,000 $ 4,000,000
---------------
HEALTH CARE -- 0.4%
Tenet Healthcare Corporation* 272,900 $ 2,944,591
---------------
CONSUMER DURABLE GOODS -- 0.4%
Coachmen Industries, Inc. 168,000 $ 2,651,040
---------------
TOTAL COMMON STOCKS -- 47.9% (Cost $270,307,815) $ 354,108,286
---------------
PREFERRED STOCK -- 0.4% (Cost $2,152,545)
Pennsylvania Real Estate Investment Trust 11% 45,000 $ 2,677,500
---------------
WARRANTS -- 0.0% (Cost $167,400)
Casual Male Retail Group, Inc.+ 60,000 $ 42,000
---------------
</Table>
8
<Page>
<Table>
<Caption>
PRINCIPAL
BONDS & DEBENTURES AMOUNT VALUE
- -------------------------------------------------------------------------- --------------- ---------------
CORPORATE BONDS & DEBENTURES -- 4.5%
California Statewide Communities Development Authority
Special Facilities -- (UAL, Los Angeles) -- 5.625% 2034 $ 1,890,000 $ 151,200
Champion Home Builders -- 11.25% 2007 1,000,000 1,090,000
Dynegy-Roseton Danskamme -- 7.27% 2010 1,000,000 977,500
FrontierVision Partners, L.P. -- 11% 2006 980,000 1,166,200
Kmart Corporation -- 8.8% 2010 1,767,530 1,210,758
Northland Cable Television, Inc. -- 10.25% 2007 5,575,000 5,630,750
Oregon Steel Mills, Inc. -- 10% 2009 4,900,000 5,341,000
Qwest Communications International Inc. -- 6.625% 2005 2,285,000 2,342,125
Tenet Healthcare Corporation -- 9.875% 2014+ 4,500,000 4,646,250
Tyco International Ltd.
-- 5.875% 2004 820,000 821,025
-- 6.375% 2006 780,000 809,250
Western Financial Bank -- 9.625% 2012 2,950,000 3,333,500
WestPoint Stevens Inc. -- (floating rate) 2004+ 7,718,101 5,557,033
---------------
$ 33,076,591
---------------
U.S. GOVERNMENT & AGENCIES -- 2.2%
Federal National Mortgage Association -- 7.5% 2028 $ 217,202 $ 232,677
U.S Treasury Inflation-Indexed Notes
-- 3.375% 2007 10,161,750 10,860,370
-- 3.375% 2012 4,800,195 5,436,221
---------------
$ 16,529,268
---------------
INTERNATIONAL GOVERNMENT & AGENCIES -- 0.6%
France OATei -- 3% 2012 $ 3,161,070 $ 4,354,402
---------------
CONVERTIBLE DEBENTURE -- 0.00%
Standard Motor Products, Inc. -- 6.75% 2009 $ 150,000 $ 145,500
---------------
TOTAL BONDS & DEBENTURES -- 7.3% (Cost $48,969,636 ) $ 54,105,761
---------------
TOTAL INVESTMENT SECURITIES -- 55.6% (Cost $321,597,396) $ 410,933,547
---------------
</Table>
9
<Page>
<Table>
<Caption>
SHARES OR
PRINCIPAL
SHORT-TERM INVESTMENTS AMOUNT VALUE
- -------------------------------------------------------------------------- --------------- ---------------
SHORT-TERM INVESTMENTS -- 41.3%
American General Finance Corporation -- 1.84% 10/01/04 $ 17,440,000 $ 17,440,000
Toyota Motor Credit Corporation -- 1.57% 10/04/04 22,399,000 22,396,070
International Lease Finance Corporation -- 1.57% 10/07/04 20,000,000 19,994,766
Federal National Mortgage Association Discount Note -- 1.62% 10/12/04 20,000,000 19,990,100
Citigroup Inc. -- 1.61% 10/13/04 32,486,000 32,468,566
Barclays PLC U.S. Funding -- 1.71% 10/14/04 20,718,000 20,705,206
General Electric Capital Services, Inc. -- 1.59% 10/15/04 30,057,000 30,038,415
A.I.G. Funding, Inc. -- 1.59% 10/18/04 17,243,000 17,230,054
Dupont (E.I.) De Nemours & Co. -- 1.65% 10/20/04 11,867,000 11,856,666
ChevronTexaco Funding Corporation -- 1.56% 10/22/04 23,693,000 23,671,439
Federal Home Loan Mortgage Corporation Discount Note -- 1.72% 10/26/04 11,819,000 11,804,883
Federal National Mortgage Association Discount Note -- 1.71% 11/01/04 12,341,000 12,322,828
International Lease Finance Corporation -- 1.70% 11/02/04 12,000,000 11,981,867
A.I.G. Funding, Inc. -- 1.75% 11/03/04 13,000,000 12,979,146
Federal Home Loan Bank Discount Note -- 1.715% 11/05/04 14,345,000 14,321,082
General Electric Company -- 1.77% 11/09/04 26,292,000 26,241,585
---------------
TOTAL SHORT-TERM INVESTMENTS (Cost $305,442,673) $ 305,442,673
---------------
TOTAL INVESTMENTS -- 96.9% (Cost $627,040,069) $ 716,376,220
---------------
COMMON STOCKS -- SHORT -- (8.5)% (Proceeds $59,449,795)
Amazon.com, Inc.* (50,000) $ (2,043,000)
AutoZone, Inc.* (12,000) (927,000)
Capital One Financial Corporation (32,500) (2,401,750)
Cost Plus, Inc.* (15,000) (530,700)
CVS Corporation (37,800) (1,592,514)
Deluxe Corporation (31,500) (1,292,130)
Fresh Del Monte Produce Inc. (66,000) (1,644,060)
George Wimpey PLC (341,400) (2,488,806)
Greater Bay Bancorp (20,000) (575,000)
Halliburton Company (43,000) (1,448,670)
Harley-Davidson, Inc. (15,000) (891,600)
IDEXX Laboratories, Inc.* (13,000) (659,620)
International Business Machines Corporation (10,500) (900,270)
Linens 'n Things, Inc.* (99,300) (2,300,781)
Manulife Financial Corporation (22,000) (963,380)
Maytag Corporation (100,000) (1,837,000)
MGIC Investment Corporation (9,500) (632,225)
Movie Gallery, Inc. (56,000) (981,680)
Multimedia Games, Inc.* (44,000) (682,000)
</Table>
10
<Page>
<Table>
<Caption>
COMMON STOCKS -- SHORT -- CONTINUED SHARES VALUE
- -------------------------------------------------------------------------- --------------- ---------------
NASDAQ-100 Index Tracking Stock (204,000) (7,170,600)
NDCHealth Corporation (24,000) (385,200)
Newell Rubbermaid Inc. (164,500) (3,296,580)
Persimmon PLC (210,600) (2,525,094)
Rayovac Corporation* (88,000) (2,318,800)
Schlumberger Limited (37,000) (2,490,470)
Seagate Technology (50,000) (676,000)
Sensient Technologies Corporation (55,000) (1,190,200)
Stanley Works, The (27,000) (1,148,310)
Suedzucker AG (120,000) (2,256,000)
Take-Two Interactive Software, Inc.* (27,000) (886,950)
Talk America Holdings, Inc.* (102,800) (537,644)
Taylor Woodrow PLC (498,050) (2,375,699)
Tiffany & Co. (102,100) (3,138,554)
Transocean Inc.* (40,000) (1,431,200)
V.F. Corporation (45,000) (2,225,250)
Weatherford International Ltd.* (27,000) (1,377,540)
West Marine, Inc.* (85,000) (1,817,300)
Whirlpool Corporation (17,000) (1,021,530)
---------------
TOTAL COMMON STOCKS -- SHORT $ (63,061,107)
---------------
Other assets less liabilities, net -- 11.6% $ 85,757,028
---------------
TOTAL NET ASSETS -- 100% $ 739,072,141
===============
</Table>
* Non-income producing security
+ Restricted securities. The Tenet Healthcare 9.875% bond due 2014 was
purchased pursuant to Rule144A of the Securities Act of 1933, which
generally may only be sold to certain institutional investors prior to
registration. The sale of the Crunch Equity Holding, Casual Male Retail
Group warrants, and Westpoint Stevens note is restricted. These restricted
securities constituted 1.8% of total net assets at September 30, 2004. The
Crunch Equity Holding and the Casual Male Retail Group warrants have been
valued by the Board of Trustees in accordance with the Fund's fair value
procedures.
See notes to financial statements
11
<Page>
STATEMENT OF ASSETS AND LIABILITIES
September 30, 2004
<Table>
ASSETS
Investments at value:
Investment securities -- at market value
(identified cost $321,597,396) $ 410,933,547
Short-term investments -- at amortized cost
(maturities 60 days or less) 305,442,673 $ 716,376,220
---------------
Cash 314
Deposits for securities sold short 78,862,919
Receivable for:
Capital Stock Sold $ 6,089,868
Dividends and accrued interest 1,280,764
Investment securities sold 1,010,107 8,380,739
--------------- ---------------
$ 803,620,192
LIABILITIES
Payable for:
Securities sold short, at market value
(proceeds $59,449,795) $ 63,061,107
Advisory fees and financial services 648,781
Capital Stock repurchased 436,767
Accrued expenses 161,942
Investment securities purchased 134,423
Dividends on securities sold short 105,031 64,548,051
--------------- ---------------
NET ASSETS $ 739,072,141
===============
SUMMARY OF SHAREHOLDERS' EQUITY
Capital Stock -- no par value; unlimited authorized
shares; 32,387,652 outstanding shares $ 653,721,373
Accumulated net realized loss on investments (1,540,844)
Undistributed net investment income 1,166,773
Unrealized appreciation of investments 85,724,839
---------------
NET ASSETS $ 739,072,141
===============
NET ASSET VALUE
Offering and redemption price per share $ 22.82
===============
</Table>
See notes to financial statements.
12
<Page>
STATEMENT OF OPERATIONS
For the Six Months Ended September 30, 2004
<Table>
INVESTMENT INCOME
Interest $ 3,944,241
Dividends 2,089,919
---------------
$ 6,034,160
EXPENSES
Advisory fees $ 2,990,992
Transfer agent fees and expenses 533,669
Short sale dividend expense 399,651
Financial services 299,099
Reports to shareholders 90,097
Registration fees 42,918
Custodian fees and expenses 30,602
Trustees' fees and expenses 20,000
Audit fees 18,692
Legal fees 4,138
Other expenses 44,775 4,474,633
--------------- ---------------
Net investment income $ 1,559,527
---------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments:
Net realized gain on sale of investment securities $ 777,143
Net realized loss on investment securities sold short (1,882,999)
---------------
Net realized loss on investments $ (1,105,856)
Change in unrealized appreciation of investments:
Investment securities $ 8,609,212
Investment securities sold short 4,807,920
---------------
Change in unrealized appreciation of investments 13,417,132
---------------
Net realized and unrealized gain on investments $ 12,311,276
---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 13,870,803
===============
</Table>
See notes to financial statements.
13
<Page>
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2004 MARCH 31, 2004
------------------------------ -----------------------------
INCREASE IN NET ASSETS
Operations:
Net investment income $ 1,559,527 $ 2,242,846
Net realized gain (loss) on investments (1,105,856) 8,997,691
Change in unrealized appreciation
of investments 13,417,132 71,269,290
------------- -------------
Increase in net assets resulting
from operations $ 13,870,803 $ 82,509,827
Distribution to shareholders from:
Net investment income $ (536,633) $ (2,222,379)
Net realized capital gains (8,049,491) (8,586,124) -- (2,222,379)
------------- -------------
Capital Stock transactions:
Proceeds from Capital Stock sold $ 293,142,463 $ 321,163,638
Proceeds from shares issued to
shareholders upon reinvestment
of dividends and distributions 7,648,504 1,981,864
Cost of Capital Stock repurchased (59,117,043) 241,673,924 (89,715,745) 233,429,757
------------- ------------- ------------- -------------
Total increase in net assets $ 246,958,603 $ 313,717,205
NET ASSETS
Beginning of period 492,113,538 178,396,333
------------- -------------
End of period $ 739,072,141 $ 492,113,538
============= =============
CHANGE IN CAPITAL STOCK
OUTSTANDING
Shares of Capital Stock sold 13,061,124 15,345,067
Shares issued to shareholders upon
reinvestment of dividends and distributions 337,235 96,099
Shares of Capital Stock repurchased (2,650,549) (4,290,726)
------------- -------------
Increase in Capital Stock outstanding 10,747,810 11,150,440
============= =============
</Table>
See notes to financial statements.
14
<Page>
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<Table>
<Caption>
SIX
MONTHS
ENDED
SEPTEMBER YEAR ENDED MARCH 31,
30, -------------------------------------------------------------
2004 2004 2003 2002 2001 2000
------------ -------- -------- -------- -------- --------
Per share operating performance:
Net asset value at beginning of period $ 22.74 $ 17.01 $ 18.31 $ 13.87 $ 12.51 $ 14.67
------------ -------- -------- -------- -------- --------
Income from investment operations:
Net investment income $ 0.05 $ 0.17 $ 0.35 $ 0.25 $ 0.49 $ 0.32
Net realized and unrealized gain (loss) on
investment securities 0.35 5.71 (1.22) 4.44 1.43 (1.49)
------------ -------- -------- -------- -------- --------
Total from investment operations $ 0.40 $ 5.88 $ (0.87) $ 4.69 $ 1.92 $ (1.17)
------------ -------- -------- -------- -------- --------
Less distributions:
Dividends from net investment income $ (0.02) $ (0.15) $ (0.43) $ (0.25) $ (0.56) $ (0.35)
Distributions from net realized capital gains (0.30) -- -- -- -- (0.64)
------------ -------- -------- -------- -------- --------
Total distributions $ (0.32) $ (0.15) $ (0.43) $ (0.25) $ (0.56) $ (0.99)
------------ -------- -------- -------- -------- --------
Net asset value at end of period $ 22.82 $ 22.74 $ 17.01 $ 18.31 $ 13.87 $ 12.51
============ ======== ======== ======== ======== ========
Total investment return* 1.77% 34.67% (4.82)% 34.03% 16.02% (8.54)%
Ratios/supplemental data:
Net assets at end of period (in $000's) 739,072 492,114 178,396 275,345 45,050 55,096
Ratio of expenses to average net assets 1.44%+@ 1.41%@ 1.54% 1.50% 1.87% 1.49%
Ratio of net investment income to average
net assets 0.50%+ 0.67% 2.06% 1.73% 2.79% 2.26%
Portfolio turnover rate 21%+ 20% 39% 34% 37% 10%
</Table>
* Return is based on net asset value per share, adjusted for reinvestment of
distributions. The return for the six months ended September 30, 2004 is
not annualized.
+ Annualized
@ For the periods ended September 30, 2004, and March 31, 2004, the expense
ratio includes short sale dividend expense equal to 0.13% and 0.09% of
average net assets, respectively.
See notes to financial statements.
15
<Page>
NOTES TO FINANCIAL STATEMENTS
September 30, 2004
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
The FPA Funds Trust is registered under the Investment Company Act of 1940,
as amended. FPA Crescent Fund (the "Fund") is an open-end, diversified,
management investment company. At September 30, 2004, the FPA Funds Trust was
comprised of only the Fund. The Fund's investment objective is to provide a
total return consistent with reasonable risk through a combination of income and
capital appreciation by investing in a combination of equity securities and
fixed income obligations. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its financial
statements.
A. Security Valuation
Securities listed or traded on a national securities exchange are
valued at the last sale price on the last business day of the period, or if
there was not a sale that day, at the last bid price. Securities traded on
the NASDAQ National Market System are valued at the NASDAQ Official Closing
Price on the last business day of the period, or if there was not a sale
that day, at the last bid price. Unlisted securities and securities listed
on a national securities exchange for which the over-the-counter market
more accurately reflects the securities' value in the judgement of the
Fund's officers, are valued at the most recent bid price or other
ascertainable market value. Short-term investments with maturities of 60
days or less at the time of purchase are valued at amortized cost which
approximates market value. Securities for which market quotations are not
readily available are valued at fair value as determined in good faith by,
or under the direction of, the Board of Trustees.
B. Federal Income Tax
No provision for federal income tax is required because the Fund has
elected to be taxed as a "regulated investment company" under the Internal
Revenue Code and intends to maintain this qualification and to distribute
each year to its shareholders, in accordance with the minimum distribution
requirements of the Code, all of its taxable net investment income and
taxable net realized gains on investments.
C. Securities Transactions and Related Investment Income
Securities transactions are accounted for on the date the securities
are purchased or sold. Dividend income and distributions to shareholders
are recorded on the ex-dividend date. Interest income and expenses are
recorded on an accrual basis.
D. Use of Estimates
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
amounts reported. Actual results could differ from those estimates.
NOTE 2 -- PURCHASES AND SALES OF INVESTMENT SECURITIES
Cost of purchases and cost of sales of investment securities (excluding
securities sold short and short-term investments with maturities of 60 days or
less at the time of purchase) aggregated $118,116,492 and $37,775,272
respectively, for the six months ended September 30, 2004. Realized gains or
losses are based on the specific identification method. The cost of investment
securities (excluding securities sold short) held at September 30, 2004 for
federal tax purposes was $321,821,623. Gross unrealized appreciation and
depreciation for all investment securities (excluding securities sold short) at
September 30, 2004 for federal income tax purposes was $98,736,374 and
$9,400,223, respectively.
NOTE 3 -- ADVISORY FEES AND OTHER AFFILIATED TRANSACTIONS
Pursuant to an Investment Advisory Agreement, advisory fees were paid by
the Fund to First Pacific Advisors, Inc. (the "Adviser"). Under the terms of
this Agreement, the Fund pays the Adviser a monthly fee calculated at the annual
rate of 1.00% of the Fund's
16
<Page>
average daily net assets. In addition, the Fund pays the Adviser an amount equal
to 0.10% of the average daily net assets for each fiscal year for the provision
of financial services to the Fund. The Adviser has agreed to voluntarily reduce
its fees for any annual expenses (exclusive of short sale dividends, interest,
taxes, the cost of any supplemental statistical and research information, and
extraordinary expenses such as litigation) in excess of 1.85% of the average net
assets of the Fund for the year. The Adviser is not obligated to continue this
fee reduction policy indefinitely.
For the six months ended September 30, 2004, the Fund paid aggregate fees
of $20,000 to all Trustees who are not affiliated persons of the Adviser. Legal
fees were for services rendered by O'Melveny & Myers LLP, counsel for the Fund.
A Trustee of the Fund is a retired partner and a retired of counsel employee of
that firm. Certain officers of the Fund are also officers of the Adviser and FPA
Fund Distributors. Inc.
NOTE 4 -- SECURITIES SOLD SHORT
The Fund maintains cash deposits in amounts equal to the current market
value of the securities sold short or the market value of the securities at the
time they were sold short, whichever is greater. Possible losses from short
sales may be unlimited, whereas losses from purchases cannot exceed the total
amount invested. The dividends on securities sold short are reflected as short
sale dividend expense.
NOTE 5 -- REDEMPTION FEES
A redemption fee of 2% applies to redemptions within 90 days of purchase.
For the six months ended September 30, 2004, the Fund collected $115,063 in
redemption fees.
NOTE 6 -- DISTRIBUTOR
FPA Fund Distributors, Inc. ("Distributor"), a wholly owned subsidiary of
the Adviser, received no fees for distribution services during the year. The
distributor pays its own overhead and general administrative expenses, the cost
of supplemental sales literature, promotion and advertising.
17
<Page>
SHAREHOLDER EXPENSE EXAMPLE
September 30, 2004
FUND EXPENSES
As a shareholder of the Fund, you incur two types of costs: (1) transaction
costs, and (2) ongoing costs, including advisory and administrative fees;
shareholder service fees; and other Fund expenses. The Example is intended to
help you understand your ongoing costs (in dollars) of investing in the Fund and
to compare these costs with the ongoing costs of investing in other mutual
funds. The Example is based on an investment of $1,000 invested at the beginning
of the year and held for the entire year.
ACTUAL EXPENSES
The information in the table under the heading "Actual Performance"
provides information about actual account values and actual expenses. You may
use the information in this column, together with the amount you invested, to
estimate the expenses that you paid over the period. Simply divide your account
value by $1,000 (for example, an $8,600 account value divided by $1,000= 8.6),
then multiply the result by the number in the first column in the row entitled
"Expenses Paid During Period" to estimate the expenses you paid on your account
during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The information in the table under the heading "Hypothetical Performance
(5% return before expenses)" provides information about hypothetical account
values and hypothetical expenses based on the Fund's actual expense ratio and an
assumed rate of return of 5% per year before expenses, which is not the Fund's
actual return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight
your ongoing costs only and do not reflect any transactional costs. Therefore,
the information under the heading "Hypothetical Performance (5% return before
expenses)" is useful in comparing ongoing costs only, and will not help you
determine the relative total costs of owning different funds. In addition, if
these transactional costs were included, your costs would have been higher.
<Table>
<Caption>
HYPOTHETICAL
PERFORMANCE
(5% RETURN
ACTUAL BEFORE
PERFORMANCE EXPENSES)
--------------- ---------------
Beginning Account Value
March 31, 2004 $ 1,000.00 $ 1,000.00
Ending Account Value
September 30, 2004 $ 1,017.70 $ 1,017.69
Expenses Paid During
Period* $ 7.28 $ 7.31
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 1.44%,
multiplied by the average account value over the period and prorated for
the six-months ended September 30, 2004 (183/365 days).
18
<Page>
TRUSTEE AND OFFICER INFORMATION
<Table>
<Caption>
POSITION(S) PORTFOLIOS IN
WITH TRUST/ PRINCIPAL OCCUPATION(S) FUND COMPLEX
NAME, AGE & ADDRESS YEARS SERVED DURING THE PAST 5 YEARS OVERSEEN OTHER DIRECTORSHIPS
------------------- ------------ ----------------------- -------- -------------------
Willard H. Altman, Jr. - (69) Trustee+ Retired. Formerly, until 1995, 6
11400 W. Olympic Blvd., #1200 Years Served: 2 Partner of Ernst & Young LLP, a
Los Angeles, CA 90064 public accounting firm.
Alfred E. Osborne, Jr. - (59) Trustee+ Senior Associate Dean at The 3 Investment Company
11400 W. Olympic Blvd., #1200 Years Served: 2 John E. Anderson Graduate School Institute, K2 Inc.,
Los Angeles, CA 90064 of Management at UCLA. Nordstrom, Inc., E*
Capital Corporation,
Equity Marketing Inc.,
and WM Group of Funds.
A. Robert Pisano - (61) Trustee+ National Executive Director and 3 Coppola Group, State Net,
11400 W. Olympic Blvd., #1200 Years Served: 2 Chief Executive Officer of the NetFlix.com, Resources
Los Angeles, CA 90064 Screen Actors Guild. Formerly, Connection and the Motion
until 1999, Vice Chairman and Picture and Television
Director of Metro-Goldwyn-Mayer, Fund.
Inc.
Lawrence J. Sheehan - (72) Trustee+ Retired. Formerly partner (1969 5
11400 W. Olympic Blvd., #1200 Years Served: 2 to 1994) and of counsel employee
Los Angeles, CA 90064 (1994-2002) of the law firm
O'Melveny & Myers LLP, legal
counsel to the Fund.
Steven Romick - (41) Trustee,+ Senior Vice President of the 1
11400 W. Olympic Blvd., #1200 President & Chief Adviser.
Los Angeles, CA 90064 Investment Officer
Years Served: 2
Eric S. Ende - (60) Vice President Senior Vice President of the 3
11400 W. Olympic Blvd., #1200 Years Served: 2 Adviser.
Los Angeles, CA 90064
J. Richard Atwood - (44) Treasurer Principal and Chief Operating First Pacific Advisors,
11400 W. Olympic Blvd., #1200 Years Served: 2 Officer of the Adviser. President Inc. and FPA Fund
Los Angeles, CA 90064 and Chief Executive Officer of Distributors, Inc.
FPA Fund Distributors, Inc.
Sherry Sasaki - (49) Secretary Assistant Vice President and
11400 W. Olympic Blvd., #1200 Years Served: 2 Secretary of the Adviser and
Los Angeles, CA 90064 Secretary of FPA Fund
Distributors, Inc.
Christopher H. Thomas - (47) Assistant Vice President and Controller of FPA Fund Distributors,
11400 W. Olympic Blvd., #1200 Treasurer the Adviser and of FPA Fund Inc.
Los Angeles, CA 90064 Years Served: 2 Distributors, Inc.
</Table>
+ Trustees serve until their resignation, removal or retirement.
19
<Page>
(This page has been left blank intentionally.)
<Page>
FPA CRESCENT FUND
INVESTMENT ADVISER
First Pacific Advisors, Inc.
11400 West Olympic Boulevard, Suite 1200
Los Angeles, CA 90064
SHAREHOLDER SERVICE AGENT
Boston Financial Data Services, Inc.
P.O. Box 8115
Boston, Massachusetts 02266-8115
(800) 638-3060
(617) 483-5000
CUSTODIAN & TRANSFER AGENT
State Street Bank and Trust Company
Boston, Massachusetts
DISTRIBUTOR
FPA Fund Distributors, Inc.
11400 West Olympic Boulevard, Suite 1200
Los Angeles, California 90064
COUNSEL
O'Melveny & Myers LLP
Los Angeles, California
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
Los Angeles, California
TICKER SYMBOL: FPACX
CUSIP: 30254T759
This report has been prepared for the information of shareholders of FPA
Crescent Fund, and is not authorized for distribution to prospective investors
unless preceded or accompanied by an effective prospectus. The financial
information included in this report has been taken from the records of the Fund
without examination by independent auditors.
The Fund's complete proxy voting record for the 12 months ended June 30, 2004 is
available without charge, upon request, by calling (800) 982-4372 and on the
SEC's website at www.sec.gov.
<Page>
Item 2. Code of Ethics. Not Applicable.
Item 3. Audit Committee Financial Expert. Not Applicable.
Item 4. Principal Accountant Fees and Services. Not Applicable.
Item 5. Audit Committee of Listed Registrants. Not Applicable.
Item 6. Schedule of Investments. Not Applicable. The schedule of investments
is included as part of the report to stockholders filed under Item 1
of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies. Not Applicable.
Item 8. Purchases of Equity Securities by Closed-End Management Investment
Companies and Affiliated Issuers. Not Applicable.
Item 9. Submission of Matters to a Vote of Security Holders. There has been no
material change to the procedures by which shareholders may recommend
nominees to the registrant's board of directors.
Item 10. Controls and Procedures.
(a) The Principal Executive Officer and Principal Financial Officer of the
registrant have concluded that the registrant's disclosure controls
and procedures (as defined in Rule 30a-3(c) under the Investment
Company Act of 1940) are effective based on their evaluation of the
disclosure controls and procedures as of a date within 90 days of the
filing date of this report.
(b) There have been no significant changes in the registrant's internal
controls over financial reporting (as defined in Rule 30a-3(d) under
the Investment Company Act of 1940) that occurred during the
registrant's last fiscal half-year (the registrant's second fiscal
half-year in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal controls over financial reporting.
Item 11. Exhibits.
(a)(1) Code of ethics as applies to the registrant's officers and directors,
as required to be disclosed under Item 2 of Form N-CSR. Not
Applicable.
(a)(2) Separate certification for the registrant's principal executive
officer and principal financial officer, as required by Rule 30a-2(a)
under the Investment Company Act of 1940. Attached hereto.
(a)(3) Not Applicable
<Page>
(b) Separate certification for the registrant's principal executive
officer and principal financial officer, as required by Rule 30a-2(b)
under the Investment Company Act of 1940. Attached hereto.
SIGNATURES
Pursuant to the Securities Exchange Act of 1934 and 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.
FPA FUNDS TRUST'S FPA CRESCENT FUND
By: /s/ STEVEN T. ROMICK
-------------------------------
Steven T. Romick, President
Date: December 7, 2004
Pursuant to the Securities Exchange Act of 1934 and 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.
FPA FUNDS TRUST'S FPA CRESCENT FUND
By: /s/ J. RICHARD ATWOOD
-------------------------------
J. Richard Atwood, Treasurer
Date: December 7, 2004