UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21606 --------- Tilson Investment Trust ------------------------ (Exact name of registrant as specified in charter) 145 East 57th Street, Suite 1100, New York, New York 10022 ---------------------------------------------------------- (Address of principal executive offices) (Zip code) Julian G. Winters 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 252-972-9922 ------------ Date of fiscal year end: October 31 ---------- Date of reporting period: March 16, 2005 - June 30, 2005 ------------------------------ PROXY VOTING RECORDS Management's Fund's Item Proposals Recommendation Vote Sponsor - ----------------------------------------------------------------------------------------------------------------------------------- TILSON FOCUS FUND ----------------- Issuer:Federal Home Loan Mortgage CUSIP:313400301 Ticker:FRE Meeting Date:7/15/2005 1.1 Elect Director Barbara T. Alexander For Did not vote Management 1.2 Elect Director Geoffrey T. Boisi For Did not vote Management 1.3 Elect Director Joan E. Donoghue For Did not vote Management 1.4 Elect Director Michelle Engler For Did not vote Management 1.5 Elect Director Richarrd Karl Goeltz For Did not vote Management 1.6 Elect Director Thomas S. Johnson For Did not vote Management 1.7 Elect Director Willaim M. Lewis For Did not vote Management 1.8 Elect Director Eugene M. McQuade For Did not vote Management 1.9 Elect Director Shaun F. O'Malley For Did not vote Management 1.10 Elect Director Ronald F. Poe For Did not vote Management 1.11 Elect Director Stephen A. Ross For Did not vote Management 1.12 Elect Director Richard F. Syron For Did not vote Management 1.13 Elect Director William J. Turner For Did not vote Management 2 Ratification of the appt. of Price Waterhouse LLP For Did not vote Management as independent auditors for fiscal year 2005 Issuer:American International Group, Inc. CUSIP:26874107 Ticker:AIG Meeting Date:8/11/2005 1.1 Elect Director M. Aidinoff For Did not vote Management 1.2 Elect Director P. Chia For Did not vote Management 1.3 Elect Director M. Cohen For Did not vote Management 1.4 Elect Director W. Cohen For Did not vote Management 1.5 Elect Director M. Feldstein For Did not vote Management 1.6 Elect Director E. Futter For Did not vote Management 1.7 Elect Director S. Hammerman For Did not vote Management 1.8 Elect Director C. Hills For Did not vote Management 1.9 Elect Director R. Holbrooke For Did not vote Management 1.10 Elect Director D. Kanak For Did not vote Management 1.11 Elect Director G. Miles For Did not vote Management 1.12 Elect Director M. Offit For Did not vote Management 1.13 Elect Director M. Sullivan For Did not vote Management 1.14 Elect Director E. Tse For Did not vote Management 1.15 Elect Director F. Zarb For Did not vote Management 2 Ratification of independent accounts For Did not vote Management Issuer:Wal-Mart Stores, Inc. CUSIP:N/A Ticker:WMT Meeting Date:6/3/2005 1.1 Elect Director James W. Breyer For Did not vote Management 1.2 Elect Director Michele Burns For Did not vote Management 1.3 Elect Director Douglas N. Daft For Did not vote Management 1.4 Elect Director David D. Glass For Did not vote Management 1.5 Elect Director Roland A. Hernandez For Did not vote Management 1.6 Elect Director John D. Opie For Did not vote Management 1.7 Elect Director J. Paul Reason For Did not vote Management 1.8 Elect Director H. Lee Scott, Jr. For Did not vote Management 1.9 Elect Director Jack C. Shewmaker For Did not vote Management 1.10 Elect Director Jose H. Villarreal For Did not vote Management 1.11 Elect Director John T. Walton For Did not vote Management 1.12 Elect Director Robson Walton For Did not vote Management 1.13 Elect Director Christopher J. Williams For Did not vote Management 1.14 Elect Director Linda S. Wolf For Did not vote Management Approval of Wal-Mart Stores incentive plan of 2005, 2 as amended For Did not vote Management 3 Ratification of independent accountants For Did not vote Shareholder Shareholder proposal regarding an executive 4 compensation framework Against Did not vote Shareholder Shareholder proposal regarding a "sustainability" 5 report Against Did not vote Shareholder Shareholder proposal regarding an equity 6 compensation report. Against Did not vote Shareholder Shareholder proposal regarding political 7 contributions report. Against Did not vote Shareholder 8 Shareholder report regarding an EEO report Against Did not vote Shareholder Shareholder proposal regarding a director election 9 majority vote standard Against Did not vote Shareholder Shareholder proposal regarding "performance-vesting 10 shares" Against Did not vote Shareholder 11 Shareholder proposal regarding board independence Against Did not vote Shareholder Issuer:CKE Restaurants, Inc CUSIP:243737103 Ticker:CKR Meeting Date:6/28/2005 1.1 Elect Director Peter Chrum For Did not vote Management 1.2 Elect Director Daniel D. (Ron) Lane For Did not vote Management 1.3 Elect Director Andrew F. Pudzer For Did not vote Management 1.4 Elect Director Janet E. Kerr For Did not vote Management 2 Adoption of 2005 Ominbus incentive compensation plan For Did not vote Management 3 Amendent of the 1994 Employee Stock Purchase Plan For Did not vote Management to increase the number of shares issuable thereunder Issuer:Laboratory Corp. of America CUSIP:50187A107 Ticker:LH Meeting Date:5/18/2005 1.1 Elect Director Thomas P. Mahon For Did not vote Management 1.2 Elect Director Jean- Luc Belingard For Did not vote Management 1.3 Elect Director Wendy E. Lane For Did not vote Management 1.4 Elect Director R.E. Mittelstaedt, Jr. For Did not vote Management 1.5 Elect Director Arthur H. Rubenstein For Did not vote Management 1.6 Elect Director Andrew G. Wallace For Did not vote Management 1.7 Elect Director M. Keith Weikel For Did not vote Management 2 Ratification of the appt. of Price Waterhouse LLP For Did not vote Management as independent registered public accounting firm for 2005. TILSON DIVIDEND FUND -------------------- Issuer:Netgear, Inc CUSIP:64111Q04 Ticker:NTGR Meeting Date:5/18/2005 1.1 Elect Director Patrick C.S. Lo For Did not vote Management 1.2 Elect Director Ralph E. Faison For Did not vote Management 1.3 Elect Director Timothy Godwin For Did not vote Management 1.4 Elect Director Linwood A. Lacy, Jr. For Did not vote Management 1.5 Elect Director Gerald A. Poch For Did not vote Management 1.6 Elect Director Gregory Rossmann For Did not vote Management 2 Proposal to ratify the appt of Pricewaterhouse For Did not vote Management Issuer:Atlantic Tele-Network, Inc CUSIP:49079205 Ticker:ANK Meeting Date:5/18/2005 1.1 Elect Director Ernst A. Burri For Did not vote Management 1.2 Elect Director Cornelius B. Prior, Jr. For Did not vote Management 1.3 Elect Director Charles J. Roesslein For Did not vote Management 1.4 Elect Director Henry U. Wheatley For Did not vote Management 2 Approval of the 2005 stock & incentive plan For Did not vote Management Issuer:Birner Dental Management Services, Inc CUSIP:91283200 Ticker:BDMS Meeting Date:6/7/2005 1 Elect Director Brooks G. O' Neill For Did not vote Management 2 Approval of 2005 Equity Incentive Plan For Did not vote Management Issuer:Laboratory Corp. of America CUSIP:50187A107 Ticker:LH Meeting Date:5/18/2005 1.1 Elect Director Thomas P. Mahon For Did not vote Management 1.2 Elect Director Jean- Luc Belingard For Did not vote Management 1.3 Elect Director Wendy E. Lane For Did not vote Management 1.4 Elect Director R.E. Mittelstaedt, Jr. For Did not vote Management 1.5 Elect Director Arthur H. Rubenstein For Did not vote Management 1.6 Elect Director Andrew G. Wallace For Did not vote Management 1.7 Elect Director M. Keith Weikel For Did not vote Management 2 Ratification of the appt. of Price Waterhouse LLP For Did not vote Management as independent registered public accounting firm for 2005. 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. Tilson Investment Trust By: (Signature and Title) /s/ Whitney R. Tilson _________________________________ Whitney R. Tilson Trustee, President, and Principal Executive Officer Date: August 30, 2005