U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant of Rule 24f-2
Read instructions at end of Form before preparing Form
Please print or type.
1. Name and address of issuer:
Gardner Lewis Investment Trust
105 North Washington Street, Post Office Drawer 69
Rocky Mount, North Carolina 27802-0069
2. Name of each series or class of funds for which this notice
is filed:
The Chesapeake Fund - Institutional Shares
The Chesapeake Fund - Series A Investor Shares
The Chesapeake Fund - Series C Investor Shares
The Chesapeake Fund - Series D Investor Shares
3. Investment Company Act File Number:
811-7324
Securities Act File Number:
33-53800
4. Last day of fiscal year for which this notice is filed:
February 29, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (See instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal
year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during
the fiscal year:
Shares = 8,363,609 Price = $118,830,476
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Shares = 8,363,609 Price = $118,830,476
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
12. Calculation of registration fee:
(i) Aggregate sale price of securities $118,830,476
sold during the fiscal year in
reliance on rule 24f-2 (from Item
10):
(ii) Aggregate price of shares issued in +_________________
connection with dividend
reinvestment plans (from Item 11,
if applicable):
(iii) Aggregate price of shares -$7,033,984
redeemed or repurchased during
the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed +_________________
or repurchased and previously
applied as a deduction to filing
fees pursuant to rule 24e-2 (if
applicable):
(v) Net aggregate price of securities $111,796,492
sold and issued during the fiscal
year in reliance on rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)] (if
applicable):
(vi) Multiplier prescribed by Section X 1/2900
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) $38,550.51
multiplied by line (vi)]:
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the for is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and other Procedures (17 CFR
202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
April 26, 1996
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* Frank P. Meadows III
Treasurer
Date April 26, 1996
*Please print the name and title of the signing officer below the
signature.
POYNER & SPRUILL, L.L.P.
April 25, 1996
Gardner Lewis Investment Trust
105 North Washington Street
Post office Drawer 8315
Rocky Mount, North Carolina 27804-1315<PAGE>
Ladies and Gentlemen:
This opinion is being delivered to you in connection with your
Registration Statement on Form N-lA under the Securities Act of
1933, as amended, under which you have registered an indefinite
number of shares of beneficial interest pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. In
particular, this opinion relates to the notice which you are
filing under Rule 24f-2 ("Rule 24f-2 Notice") which makes
definite in number the 8,363,609 shares of beneficial interest
which you sold in the year ended February 29, 1996 (the "Shares")
(The Chesapeake Fund, 4,412,738 shares of Institutional Class,
2,392,045 shares of Series A Investor Class, 559,903 shares of
Series C Investor Class, and 998,923 shares of Series D Investor
Class).
We have made such inquiry of your officers and trustees and have
examined such corporate documents, records and certificates and
other documents and such questions of law as we have deemed
necessary for the purposes of this opinion.
In rendering this opinion, we have relied, with your approval, as
to all questions of fact material to this opinion, upon
certificates of public officials and of your officers and have
assumed, with your approval, that the signatures on all documents
examined by us are genuine, which facts we have not independently
verified.
Based upon and subject to the foregoing, we are of the opinion
that the Shares were legally and validly issued, fully paid and
nonassessable.
With respect to the opinion stated above, we wish to point out
that the shareholders of a Massachusetts business trust may,
under some circumstances, be subject to assessment at the
instance of creditors to pay the obligations of such trust in the
event that its assets are insufficient for the purpose.
We hereby consent to your attaching this opinion to the Rule 24f-
2 Notice and making it a part thereof. In giving such consent,
we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
POYNER & SPRUILL, L.L.P.
