GARDNER LEWIS INVESTMENT TRUST
485BPOS, 2001-01-02
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     As filed with the Securities and Exchange Commission on January 2, 2001
                        Securities Act File No. 33-53800
                    Investment Company Act File No. 811-07324
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [X]

         Pre-Effective Amendment No. ____                                [ ]
         Post-Effective Amendment No. 22                                 [X]

                                     and/or

REGISTRATION  STATEMENT  UNDER THE  INVESTMENT  COMPANY ACT OF 1940      [X]

         Amendment No. 23                                                [X]

                        (Check appropriate box or boxes.)


                         GARDNER LEWIS INVESTMENT TRUST
                ------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


        285 Wilmington-West Chester Pike, Chadds Ford, Pennsylvania 19317
   --------------------------------------------------------------------------
            (Address of Principal Executive Offices)             (Zip Code)


  Registrant's Telephone Number, including Area Code (252) 972-9922
                                                     --------------

                              C. Frank Watson, III
   105 North Washington Street, Post Office Box 69, Rocky Mount, NC 27802-0069
   ---------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 With Copies to:
                                 ---------------
                                 Jane A. Kanter
                                     Dechert
                              1775 Eye Street, N.W.
                            Washington, DC 20006-2401



Approximate Date of Proposed Public Offering:  As soon as practicable  after the
                                               effective date of this filing.
                                               ---------------------------------

It is proposed that this filing will become effective:  (check appropriate box)

     [X] immediately upon filing pursuant to paragraph (b);
     [ ] on ______ (date) pursuant to paragraph (b);
     [ ] 60 days after filing pursuant to paragraph (a)(1);
     [ ] on ______ (date) pursuant to paragraph (a)(1);
     [ ] 75 days after filing pursuant to paragraph (a)(2); or
     [ ] on ______ (date) pursuant to paragraph (a)(2) of rule 485.

<PAGE>

                         GARDNER LEWIS INVESTMENT TRUST


                       Contents of Registration Statement


This registration statement consists of the following papers and documents:

Cover Sheet
Contents of Registration Statement
The Chesapeake Aggressive Growth Fund
    -Part A - Prospectus
    -Part B - Statement of Additional
Information
Part C - Other Information and Signature Page
Exhibits



<PAGE>

                                     PART A
                                     ======



Cusip Number 36559B104                                      NASDAQ Symbol CPGRX

________________________________________________________________________________

                      THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                 A series of the
                         Gardner Lewis Investment Trust
________________________________________________________________________________


                                   PROSPECTUS
                                 January 2, 2001





The  Chesapeake  Aggressive  Growth Fund ("Fund")  seeks  capital  appreciation.
Current income is a secondary  consideration in selecting portfolio investments.
In seeking to achieve its  objective,  the Fund will invest  primarily in equity
securities of smaller capitalization companies.





                               Investment Advisor
                               ------------------

                         Gardner Lewis Asset Management
                        285 Wilmington-West Chester Pike
                         Chadds Ford, Pennsylvania 19317

                                 1-800-430-3863









The  Securities and Exchange  Commission  has not approved the securities  being
offered by this prospectus or determined whether this prospectus is accurate and
complete. It is unlawful for anyone to make any representation to the contrary.

<PAGE>



                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

THE FUND ......................................................................2
--------
      Investment Objective.....................................................2
      Principal Investment Strategies..........................................2
      Principal Risks of Investing in the Fund.................................3
      Bar Chart and Performance Table..........................................4
      Fees and Expenses of the Fund............................................5

MANAGEMENT OF THE FUND.........................................................6
----------------------
      The Investment Advisor...................................................6
      The Administrator........................................................7
      The Transfer Agent.......................................................7
      The Distributor..........................................................7

INVESTING IN THE FUND..........................................................8
---------------------
      Minimum Investment.......................................................8
      Purchase and Redemption Price............................................8
      Purchasing Shares........................................................9
      Redeeming Your Shares...................................................11

OTHER IMPORTANT INVESTMENT INFORMATION........................................13
--------------------------------------
      Dividends, Distributions, and Taxes.....................................13
      Financial Highlights....................................................14
      Additional Information..........................................Back Cover







                NOTICE: CLOSURE OF THE FUND TO MOST NEW INVESTORS

In December 1994, Gardner Lewis Asset Management ("Advisor") determined that the
Fund  had  reached  an  asset  base  that  allowed  for  both   efficiency   and
maneuverability.  Because the Fund did not wish to compromise this position, the
Board of Trustees of the Trust  determined  that it would be  advisable to close
the Fund to most new investors effective December 23, 1994. As conditions change
in the  securities  markets,  the Board of Trustees may or may not  determine to
reopen the Fund to new shareholders.  Existing shareholders may continue to make
additional investments.

<PAGE>

                                    THE FUND
                                    --------

INVESTMENT OBJECTIVE

The  investment  objective of The Chesapeake  Aggressive  Growth Fund is to seek
capital appreciation.  Current income is a secondary  consideration in selecting
portfolio investments. In seeking to achieve its objective, the Fund will invest
primarily in equity securities of smaller capitalization companies.


PRINCIPAL INVESTMENT STRATEGIES

The Fund's portfolio will include equity securities of those companies which the
Advisor  feels show  superior  prospects  for  growth.  The  Advisor  will focus
attention on those companies which, in the view of the Advisor, exhibit internal
changes  such  as a  promising  new  product,  new  distribution  strategy,  new
manufacturing technology, new management team or management philosophy.  Many of
the portfolio companies are responsible for technological  breakthroughs  and/or
unique solutions to market needs. By focusing upon internal rather than external
factors,  the Fund will seek to minimize the risk associated with macro-economic
forces such as changes in commodity prices and interest rates.

In selecting portfolio companies,  the Advisor uses analysis, which includes the
growth  rate  in  earnings,  financial  performance,  management  strengths  and
weaknesses,  and current market valuation in relation to earnings growth as well
as historic and  comparable  company  valuations.  The Advisor also analyzes the
level and nature of the  company's  debt,  cash flow,  working  capital  and the
quality of the  company's  assets.  Typically  companies  included in the Fund's
portfolio will show strong earnings growth versus the previous year's comparable
period.  Companies that the Advisor determines have excessive levels of debt are
generally avoided.

By developing and maintaining contacts with management,  customers,  competitors
and suppliers of current and potential portfolio companies, the Advisor attempts
to invest in those  companies  undergoing  positive  changes  that have not been
recognized  by  "Wall  Street"  analysts  and  the  financial  press.   Lack  of
recognition  of these  changes often causes  securities  to be less  efficiently
priced.  The Advisor  believes  these  companies  offer  unique and  potentially
superior investment  opportunities.  The Advisor favors portfolio companies that
are selling at a stock price not fully reflective of their growth rates.

While portfolio securities are generally acquired for the long term, they may be
sold under any of the following circumstances:

     a)   The anticipated  price  appreciation has been achieved or is no longer
          probable;
     b)   The company's  fundamentals appear, in the analysis of the Advisor, to
          be deteriorating;
     c)   General market expectations regarding the company's future performance
          exceed those expectations held by the Advisor; or
     d)   Alternative  investments  offer, in the view of the Advisor,  superior
          potential for appreciation.



                                       2
<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE FUND

The Fund is intended for aggressive  investors seeking  above-average  gains and
willing to accept the risks involved in investing in the securities of small-cap
companies.

Small-Cap Stocks.  Investing in the securities of small-cap  companies generally
involves greater risk than investing in larger, more established companies. This
greater  risk is,  in part,  attributable  to the fact  that the  securities  of
small-cap companies usually have more limited  marketability and therefore,  may
be more volatile than securities of larger,  more  established  companies or the
market  averages in general.  Because  small-cap  companies  normally have fewer
shares  outstanding  than larger  companies,  it may be more difficult to buy or
sell  significant  amounts  of such  shares  without  an  unfavorable  impact on
prevailing  prices.  Another risk factor is that small-cap  companies often have
limited  product lines,  markets or financial  resources and may lack management
depth.  Additionally,  small-cap  companies  are  typically  subject  to greater
changes in earnings and business  prospects  than are larger,  more  established
companies, and there typically is less publicly available information concerning
small-cap companies than for larger, more established companies.

Although   investing  in  securities  of  smaller   companies  offers  potential
above-average returns if the companies are successful,  the risk exists that the
companies  will not  succeed  and the  prices  of the  companies'  shares  could
significantly decline in value. Therefore, an investment in the Fund may involve
a greater  degree of risk than an  investment  in other  mutual  funds that seek
capital growth by investing in larger, more established companies.

Fluctuation  in Value.  To the extent that the majority of the Fund's  portfolio
consists of common  stocks,  it is expected that the Fund's net asset value will
be subject to greater price fluctuation than a portfolio containing mostly fixed
income  securities.  To the  extent  that  the Fund  invests  in  securities  of
companies  that  are  undergoing  internal  change,  such  as  implementing  new
strategies or introducing new  technologies,  investment in the Fund may involve
greater  than average risk due to the  unproven  nature of such  securities.  As
noted  above,  the Fund may  invest a  significant  portion of its assets in the
securities of smaller capitalization  companies. To the extent the Fund's assets
are  invested in smaller  capitalization  companies,  the Fund may exhibit  more
volatility than if it were invested in large capitalization  companies.  Because
there is risk in any investment, there can be no assurance the Fund will achieve
its investment objective.

Diversification.  Risk mitigation is a critical part of the investment strategy.
Therefore,  it is  believed  that  portfolios  should  be  insulated  from  both
individual  company  and sector  specific  volatility.  With this in mind,  Fund
portfolio holdings are broadly diversified with positions typically ranging from
one to  three  percent,  at cost,  and with  approximately  15  industry  groups
represented.

Portfolio  Turnover.  The Fund sells portfolio  securities without regard to the
length of time they have  been  held in order to take  advantage  of  investment
opportunities.  Nevertheless,  by utilizing the approach to investing  described
herein,  portfolio  turnover in the Fund is expected to average  between 75% and
100% and will generally not exceed 125%.  Portfolio  turnover generally involves
some expense to the Fund, including brokerage commissions or dealer mark-ups and
other  transaction costs on the sale of securities and the reinvestment in other
securities.  The degree of portfolio activity may also have an effect on the tax
consequences of capital gain distributions.  See "Financial  Highlights" for the
Fund's portfolio turnover rate for prior periods.



                                       3
<PAGE>

BAR CHART AND PERFORMANCE TABLE

The bar  chart and table  shown  below  provide  an  indication  of the risks of
investing  in the Fund by showing  (on a  calendar  year  basis)  changes in the
Fund's  average  annual  total  returns  from year to year and by showing  (on a
calendar  year  basis) how the Fund's  average  annual  returns for one year and
since inception compare to those of broad-based  securities market indices.  How
the Fund has performed in the past is not  necessarily  an indication of how the
Fund will perform in the future.


[BAR CHART HERE]:

     Year to Year Total Returns (as of December 31)

                    1994      6.99%
                    1995     30.25%
                    1996     10.83%
                    1997     15.18%
                    1998     -3.40%
                    1999     49.43%
                    2000    -17.21%




o  During the 7-year  period  shown in the bar chart,  the highest  return for a
   calendar quarter was 37.13% (quarter ended December 31, 1999).
o  During the 7-year  period  shown in the bar  chart,  the lowest  return for a
   calendar quarter was -29.33% (quarter ended September 30, 1998).
o  The  year-to-date  return of the Fund as of the most recent calendar  quarter
   was -17.21% (quarter ended December 31, 2000).
o  Sales  loads  are not  reflected  in the bar  chart.  If these  amounts  were
   reflected, returns would be less than those shown.











                                       4
<PAGE>

----------------------------------------- ------------ ----------- -------------
Average Annual Total Returns                 Past 1      Past 5        Since
Period Ended December 31, 2000*               Year       Years      Inception**
----------------------------------------- ------------ ----------- -------------
The Chesapeake Aggressive Growth Fund***    -19.70%       8.14%        13.49%
----------------------------------------- ------------ ----------- -------------
Russell 2000 Index****                       -2.91%      10.40%        11.47%
----------------------------------------- ------------ ----------- -------------
S&P 500 Total Return Index*****              -9.10%      18.31%        17.22%
----------------------------------------- ------------ ----------- -------------

     *     The  NASDAQ  Industrials  Index  that  was used in the  Fund's  prior
           prospectus  is not  used  in  this  prospectus  because  the  Advisor
           believes  that  this  index  no  longer   represents  an  appropriate
           broad-based   securities   market  index  against  which  the  Fund's
           performance should be compared.
     **    January 4, 1993, inception date of the Fund.
     ***   The maximum sales load is reflected in the table above for the Fund.
     ****  The Russell  2000 Index is an unmanaged  index of the 2,000  smallest
           companies in the Russell 3000 Index, a widely  recognized,  unmanaged
           index of common stock prices.
     ***** The S&P 500 Total  Return  Index is the  Standard & Poor's  Composite
           Index of 500 stocks and is a widely  recognized,  unmanaged  index of
           common stock prices.


FEES AND EXPENSES OF THE FUND

The table below  describes the fees and expenses that you may pay if you buy and
hold shares of the Fund:


                                Shareholder Fees
               (fees that are paid directly from your investment)
               --------------------------------------------------

      Maximum sales charge (load) imposed on purchases
          (as a percentage of offering price) ...................... 3.00%
      Redemption fee ...............................................  None


                         Annual Fund Operating Expenses
                  (expenses that are deducted from Fund assets)
                  ---------------------------------------------

      Management Fees............................................... 1.25%
      Distribution and/or Service (12b-1) Fees......................  None
      Other Expenses................................................ 0.17%
                                                                     ----
      Total Annual Fund Operating Expenses.......................... 1.42%*
                                                                     ====


     *  "Total  Annual Fund  Operating  Expenses" are based upon actual
        expenses  incurred by the Fund for the fiscal year ended August
        31,  2000.   The  Fund  has  entered   into   brokerage/service
        arrangements  with  specific  brokers  who have  agreed  to pay
        certain   expenses   of  the   Fund.   As  a  result  of  these
        arrangements,  for the fiscal year ended August 31,  2000,  the
        Total Annual Fund Operating  Expenses were 1.40% of the average
        daily  net  assets of the  shares of the Fund.  There can be no
        assurance that the Fund's  brokerage/service  arrangements will
        continue   in   the   future.   See   the    "Brokerage/Service
        Arrangements" section below for more information.







                                       5
<PAGE>

Example.  This Example shows you the expenses you may pay over time by investing
in the Fund.  Since all funds use the same  hypothetical  conditions,  it should
help you compare the costs of  investing  in the Fund versus  other  funds.  The
Example assumes the following conditions:

         1)  You invest $10,000 in the Fund for the periods shown;
         2)  You reinvest all dividends and distributions;
         3)  You redeem all of your shares at the end of those periods;
         4)  You earn a 5% total return;  and
         5)  The Fund's expenses remain the same.

Although your actual costs may be higher or lower, the following table shows you
what your costs may be under the  conditions  listed above as well as those upon
redemption:

----------------------------- ------------ ----------- ------------ ------------
       Period Invested           1 Year      3 Year      5 Years      10 Years
----------------------------- ------------ ----------- ------------ ------------
         Your Costs               $440        $736       $1,053        $1,951
----------------------------- ------------ ----------- ------------ ------------



                             MANAGEMENT OF THE FUND
                             ----------------------

THE INVESTMENT ADVISOR

The Fund's Investment Advisor is Gardner Lewis Asset Management,  established as
a  Delaware  corporation  in  1990  and  converted  to  a  Pennsylvania  limited
partnership in 1994, and is controlled by W. Whitfield Gardner.  Mr. Gardner and
John L. Lewis,  IV are  principals of the Advisor and executive  officers of the
Trust.  They have been  responsible  for  day-to-day  management  of the  Fund's
portfolio since its inception in 1993. They have been with the Advisor since its
inception.  The Advisor currently serves as investment  advisor to approximately
$2.5 billion in assets,  providing  investment  advice to corporations,  trusts,
pension and profit sharing plans, other business and institutional  accounts and
individuals.

The Advisor's  Compensation.  As full  compensation for the investment  advisory
services  provided to the Fund, the Fund pays the Advisor  monthly  compensation
based on the  Fund's  daily  average  net  assets at the  annual  rate of 1.25%.
Although  the  investment  advisory  fee is higher  than that paid by most other
investment companies, the Board of Trustees believes the fee to be comparable to
advisory fees paid by many funds having similar objectives and policies.

Brokerage/Service  Arrangements.  The Fund has  entered  into  brokerage/service
arrangements  with certain brokers who paid a portion of the Fund's expenses for
the fiscal year ended  August 31, 2000.  This  program has been  reviewed by the
Board of Trustees,  subject to the provisions and guidelines as clearly outlined
in the securities laws and legal precedent of the United States. There can be no
assurance that the Fund's  brokerage/service  arrangements  will continue in the
future.

Brokerage  Practices.  In  selecting  brokers and  dealers to execute  portfolio
transactions, the Advisor may consider research and brokerage services furnished
to the  Advisor or its  affiliates.  Subject to seeking the most  favorable  net
price and execution available,  the Advisor may also consider sales of shares of
the Fund as a factor in the selection of brokers and dealers.




                                       6
<PAGE>

THE ADMINISTRATOR

The  Nottingham  Company,  Inc.  ("Administrator")  assists  the  Trust  in  the
performance of its administrative  responsibilities to the Fund, coordinates the
services  of each vendor of services  to the Fund,  and  provides  the Fund with
other necessary  administrative,  fund accounting,  and compliance services.  In
addition,  the  Administrator  makes  available  the  office  space,  equipment,
personnel, and facilities required to provide such services to the Fund.



THE TRANSFER AGENT

NC Shareholder Services,  LLC ("NCSS") serves as the transfer agent and dividend
disbursing  agent of the Fund. As indicated  below in the section  "Investing in
the Fund," NCSS will handle  your  orders to purchase  and redeem  shares of the
Fund and will disburse dividends paid by the Fund.



THE DISTRIBUTOR

Capital Investment Group, Inc.  ("Distributor") is the principal underwriter and
distributor  of the Fund's shares and serves as the Fund's  exclusive  agent for
the  distribution of Fund shares.  The Distributor may sell the Fund's shares to
or through qualified securities dealers or others.

Other Expenses.  In addition to the management  fees, the Fund pays all expenses
not assumed by the Fund's Advisor,  including,  without limitation: the fees and
expenses of its  independent  auditors  and of its legal  counsel;  the costs of
printing  and mailing to  shareholders  annual and  semi-annual  reports,  proxy
statements,  prospectuses,  statements of additional information and supplements
thereto; the costs of printing registration statements; bank transaction charges
and custodian's fees; any proxy solicitors' fees and expenses;  filing fees; any
federal, state or local income or other taxes; any interest; any membership fees
of the Investment Company Institute and similar organizations; fidelity bond and
Trustees' liability insurance premiums; and any extraordinary  expenses, such as
indemnification  payments or damages awarded in litigation or settlements  made.
All general Trust expenses are allocated among and charged to the assets of each
separate  series of the Trust,  such as the Fund,  on a basis that the  Trustees
deem fair and  equitable,  which may be on the basis of  relative  net assets of
each series or the nature of the services  performed and relative  applicability
to each series.










                                       7
<PAGE>

                              INVESTING IN THE FUND
                              ---------------------

MINIMUM INVESTMENT

Shares of the Fund are sold subject to a sales charge of 3.00%, so that the term
"offering  price" includes the front-end sales load.  Shares are redeemed at net
asset  value.  The  minimum  initial  investment  is  $25,000  and  the  minimum
additional  investment  is $500 ($100 for those  participating  in the automatic
investment plan). The Fund may, in the Advisor's sole discretion, accept certain
accounts with less than the minimum investment.

PURCHASE AND REDEMPTION PRICE

Sales Charges.  The public offering price of shares of the Fund equals net asset
value plus a sales charge.  The  Distributor  receives this sales charge and may
reallow it in the form of dealer discounts and brokerage commissions as follows:


<TABLE>
<S>                                    <C>                      <C>                       <C>
------------------------------------- ------------------------- ------------------------- -----------------------------------
  Amount of Transaction At Public        Charge As % of Net       Sales Charge As % of       Sales Dealers Discounts and
           Offering Price                 Amount Invested        Public Offering Price      Brokerage Commissions as % of
                                                                                                Public Offering Price
------------------------------------- ------------------------- ------------------------- -----------------------------------
         Less than $50,000                     3.09%                     3.00%                          2.80%
------------------------------------- ------------------------- ------------------------- -----------------------------------
   $50,000 but less than $250,000              2.04%                     2.00%                          1.80%
------------------------------------- ------------------------- ------------------------- -----------------------------------
          $250,000 or more                     1.01%                     1.00%                          0.90%
------------------------------------- ------------------------- ------------------------- -----------------------------------
</TABLE>

From  time  to  time,   dealers  who  receive  dealer  discounts  and  brokerage
commissions  from the  Distributor  may  reallow all or a portion of such dealer
discounts and brokerage commissions to other dealers or brokers. Pursuant to the
terms of the Distribution Agreement, the sales charge payable to the Distributor
and  the  dealer  discounts  may  be  suspended,   terminated  or  amended.  The
Distributor,  at its  expense,  may,  from  time  to  time,  provide  additional
promotional incentives to dealers who sell Fund shares.

Determining  the  Fund's Net Asset  Value.  The price at which you  purchase  or
redeem shares is based on the next calculation of net asset value after an order
is  received  in good  form.  An order is  considered  to be in good  form if it
includes a complete and accurate application and payment in full of the purchase
amount. The Fund's net asset value per share is calculated by dividing the value
of the Fund's total assets, less liabilities (including Fund expenses, which are
accrued daily),  by the total number of outstanding  shares of the Fund. The net
asset value per share of the Fund is  normally  determined  at the time  regular
trading  closes on the New York Stock  Exchange  ("NYSE"),  currently  4:00 p.m.
Eastern time,  Monday through Friday,  except on business holidays when the NYSE
is closed.

In valuing the Fund's total assets, portfolio securities are generally valued at
their market value. Instruments with maturities of 60 days or less are valued at
amortized cost, which approximates market value. Securities and assets for which
representative  market  quotations are not readily  available are valued at fair
value as  determined  in good  faith  under  policies  approved  by the Board of
Trustees.

Other  Matters.  All  redemption  requests  will be  processed  and payment with
respect thereto will normally be made within 7 days after tenders.  The Fund may
suspend  redemption,  if permitted  by the  Investment  Company Act of 1940,  as
amended  ("1940 Act"),  for any period during which the NYSE is closed or during
which trading is restricted by the Securities and Exchange Commission ("SEC") or
if the SEC declares that an emergency exists.  Redemptions may also be suspended
during  other  periods  permitted  by the SEC for the  protection  of the Fund's
shareholders.   Additionally,   during  drastic  economic  and  market  changes,
telephone  redemption  privileges  may be difficult to  implement.  Also, if the
Trustees  determine  that it would be  detrimental  to the best  interest of the
Fund's  remaining  shareholders  to make  payment  in  cash,  the  Fund  may pay
redemption  proceeds  in whole or in part by a  distribution-in-kind  of readily
marketable securities.

                                       8
<PAGE>

PURCHASING SHARES

Regular  Mail  Orders.  Payment  for shares must be made by check or money order
from a U.S.  bank and payable in U.S.  dollars.  If checks are  returned  due to
insufficient  funds or other reasons,  your purchase will be canceled.  You will
also  be  responsible  for  any  losses  or  expenses   incurred  by  the  Fund,
Administrator, and Transfer Agent. The Fund will charge a $20 fee and may redeem
shares of the Fund  owned by the  purchaser  or another  identically  registered
Chesapeake account to recover any such losses.  For regular mail orders,  please
complete the attached Fund Shares Application and mail it, along with your check
made payable to "The Chesapeake Aggressive Growth Fund," to:

              The Chesapeake Aggressive Growth Fund
              c/o NC Shareholder Services
              107 North Washington Street
              Post Office Box 4365
              Rocky Mount, North Carolina  27803-0365

The  application  must contain your Social  Security  Number ("SSN") or Taxpayer
Identification  Number ("TIN"). If you have applied for a SSN or TIN at the time
of completing  your account  application  but you have not received your number,
please  indicate  this  on  the   application.   Taxes  are  not  withheld  from
distributions to U.S.  investors if certain IRS  requirements  regarding the SSN
and TIN are met.

Bank Wire  Orders.  Purchases  may also be made  through  bank wire  orders.  To
establish a new account or add to an existing  account by wire,  please call the
Fund  at  1-800-430-3863,  before  wiring  funds,  to  advise  the  Fund  of the
investment,  dollar amount and the account identification number.  Additionally,
please have your bank use the following wire instructions:

              First Union National Bank of North Carolina
              Charlotte, North Carolina
              ABA # 053000219
              For:  The Chesapeake Aggressive Growth Fund
              Acct. # 2000000861894
              For further credit to (shareholder's name and SSN or TIN)

Additional Investments.  You may also add to your account by mail or wire at any
time by purchasing shares at the then current public offering price. The minimum
additional investment is $500. Before adding funds by bank wire, please call the
Fund at 1-800-430-3863 and follow the above directions for wire purchases.  Mail
orders should include, if possible,  the "Invest by Mail" stub which is attached
to your Fund  confirmation  statement.  Otherwise,  please identify your account
number in a letter accompanying your purchase payment.

Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
Fund will  automatically  charge the checking  account for the amount  specified
($100  minimum),  which will be  automatically  invested in shares at the public
offering price on or about the 21st day of the month. The shareholder may change
the amount of the investment or  discontinue  the plan at any time by writing to
the Fund at the address above.

                                       9
<PAGE>

Exchange  Feature.  You may exchange  shares of the Fund for shares of any other
series of the Trust  offered for sale in the state in which you  reside.  Shares
may be  exchanged  for shares of any other  series of the Trust at the net asset
value plus the percentage  difference  between that series' sales charge and any
sales  charge,  if any,  previously  paid in  connection  with the shares  being
exchanged.  Prior to  making an  investment  decision  or  giving  the Fund your
instructions  to exchange  shares,  please read the prospectus for the series in
which you wish to invest.

A pattern of frequent purchase and redemption  transactions is considered by the
Advisor to not be in the best interest of the  shareholders  of the Fund. Such a
pattern may, at the discretion of the Advisor,  be limited by the Fund's refusal
to accept  further  purchase  and/or  exchange  orders from an  investor,  after
providing the investor with 60-days' prior notice.

The Board of Trustees  reserves  the right to suspend,  terminate,  or amend the
terms  of  the  exchange   privilege   upon  60-days'   written  notice  to  the
shareholders.

Stock  Certificates.  You do not have the option of receiving stock certificates
for your  shares.  Evidence of  ownership  will be given by issuance of periodic
account statements that will show the number of shares owned.

Reduced Sales Charges

Concurrent  Purchases.  For  purposes of  qualifying  for a lower sales  charge,
investors have the privilege of combining  concurrent  purchases of the Fund and
another  series of the Trust  affiliated  with the Advisor and sold with a sales
charge.

Rights of  Accumulation.  The sales charge  applicable to a current  purchase of
shares of the Fund by a person listed above is determined by adding the purchase
price of shares to be  purchased to the  aggregate  value of shares of the funds
previously  purchased and then owned,  provided the  Distributor  is notified by
such person or his/her broker-dealer each time a purchase is made which would so
qualify.  For example,  a person who is  purchasing  The  Chesapeake  Aggressive
Growth Fund shares with an  aggregate  value of $50,000 and who  currently  owns
shares of other  Chesapeake  funds  with a value of  $200,000  would pay a sales
charge of 1.00% of the offering price on the new investment.

Letter of Intent.  Sales  charges may also be reduced  through an  agreement  to
purchase a specified  quantity of shares over a  designated  13-month  period by
completing  the  "Letter  of  Intent"   section  of  the  Account   Application.
Information  about the "Letter of Intent"  procedures,  including its terms,  is
contained in the Statement of Additional  Information ("SAI") and on the Account
Application.

Group  Plans.  Shares of the Fund may be sold at a reduced or  eliminated  sales
charge to certain  Group  Plans  under  which a  sponsoring  organization  makes
recommendations  to,  permits group  solicitation  of, or otherwise  facilitates
purchases by its  employees,  members or  participants.  Information  about such
arrangements is available from the Distributor.






                                       10
<PAGE>

REDEEMING YOUR SHARES

Regular Mail Redemptions. Regular mail redemption request should be addressed to
the following:

              The Chesapeake Aggressive Growth Fund
              c/o NC Shareholder Services
              107 North Washington Street
              Post Office Box 4365
              Rocky Mount, North Carolina  27803-0365

Regular mail redemption requests should include:

         1)   Your  letter of  instruction  specifying  the  account  number and
              number of  shares,  or the dollar  amount,  to be  redeemed.  This
              request must be signed by all registered shareholders in the exact
              names in which they are registered;

         2)   Any required  signature  guarantees  (see  "Signature  Guarantees"
              below); and

         3)   Other  supporting  legal  documents,  if  required  in the case of
              estates,  trusts,  guardianships,   custodianships,  corporations,
              partnerships,   pension  or  profit  sharing   plans,   and  other
              organizations.

Your  redemption  proceeds  normally  will be sent to you  within  7 days  after
receipt of your redemption  request.  However,  the Fund may delay  forwarding a
redemption check for recently  purchased shares while it determines  whether the
purchase payment will be honored.  Such delay (which may take up to 15 days from
the date of  purchase)  may be reduced or  avoided  if the  purchase  is made by
certified  check or wire  transfer.  In all  cases,  the net  asset  value  next
determined  after  receipt  of the  request  for  redemption  will  be  used  in
processing the redemption request.

Telephone  and  Bank  Wire   Redemptions.   Unless  you  decline  the  telephone
transaction  privileges on your account application you may redeem shares of the
Fund by telephone. You may also redeem shares by bank wire under certain limited
conditions.  The Fund will redeem shares in this manner when so requested by the
shareholder only if the shareholder confirms redemption instructions in writing.

The Fund may rely upon  confirmation  of  redemption  requests  transmitted  via
facsimile (FAX# 252-972-1908). The confirmation instructions must include:

         1)   Shareholder name and account number;
         2)   Number of shares or dollar amount to be redeemed;
         3)   Instructions for transmittal of redemption funds to the
              shareholder; and
         4)   Shareholder signature(s) as it  appears on the application then on
              file with the Fund.

Redemption  proceeds will not be distributed  until written  confirmation of the
redemption  request is received,  per the instructions  above. You can choose to
have redemption  proceeds mailed to you at your address of record,  your bank or
to any other authorized  person,  or you can have the proceeds sent by bank wire
to your bank ($5,000  minimum).  Redemption  proceeds cannot be wired on days in
which  your  bank is not open  for  business.  You can  change  your  redemption
instructions  anytime you wish by filing a letter  including your new redemption
instructions with the Fund. See "Signature Guarantees" below.

                                       11
<PAGE>

The  Fund,  in  its  discretion,   may  choose  to  pass  through  to  redeeming
shareholders  any charges  imposed by the  Custodian for wire  redemptions.  The
Custodian  currently  charges the Fund $10 per transaction for wiring redemption
proceeds. If this cost is passed through to redeeming  shareholders by the Fund,
the charge will be deducted  automatically  from your account by  redemption  of
shares in your account. Your bank or brokerage firm may also impose a charge for
processing the wire. If wire transfer of funds is impossible or impractical, the
redemption proceeds will be sent by mail to the designated account.

You may redeem shares,  subject to the procedures outlined above, by calling the
Fund at  1-800-430-3863.  Redemption  proceeds  will  only  be sent to the  bank
account or person named in your account  application  currently on file with the
Fund.  Telephone  redemption  privileges  authorize the Fund to act on telephone
instructions from any person representing  himself or herself to be the investor
and reasonably believed by the Fund or its agents to be genuine. The Fund or its
agents will employ reasonable  procedures,  such as requiring a form of personal
identification,  to confirm that  instructions are genuine.  In general,  if the
Fund sends  written  transaction  confirmations  and if you do not  specifically
decline telephone  redemption  privileges on the account  application,  the Fund
will not be liable for following telephone  instructions  reasonably believed to
be  genuine.  Therefore,  you  have  the  risk of loss  due to  unauthorized  or
fraudulent instructions.

Small  Accounts.  All shares are purchased  and redeemed in accordance  with the
Fund's  Amended and  Restated  Declaration  of Trust and  By-Laws.  The Board of
Trustees  reserves the right to redeem  involuntarily  any account  having a net
asset value of less than $25,000 (due to  redemptions,  exchanges or  transfers,
and not due to market action) upon 60-days'  written notice.  If the shareholder
brings his  account  net asset  value up to at least  $25,000  during the notice
period, the account will not be redeemed.  Redemptions from retirement plans may
be subject to federal income tax withholding.

Signature Guarantees. To protect your account and the Fund from fraud, signature
guarantees  are required to be sure that you are the person who has authorized a
change in  registration  or standing  instructions  for your account.  Signature
guarantees are required for (1) change of registration requests, (2) requests to
establish or to change exchange privileges or telephone and bank wire redemption
service other than through your initial account application,  and (3) redemption
requests in excess of $50,000. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit union
(if authorized under state law), registered broker-dealer,  securities exchange,
or association clearing agency and must appear on the written request for change
of registration,  establishment or change in exchange privileges,  or redemption
request.

Systematic  Withdrawal Plan. A shareholder who owns shares of the Fund valued at
$50,000  or more at the  current  offering  price  may  establish  a  Systematic
Withdrawal  Plan to receive a monthly or quarterly  check in a stated amount not
less than $100. Each month or quarter, as specified, the Fund will automatically
redeem  sufficient  shares from your  account to meet the  specified  withdrawal
amount.  The  shareholder  may  establish  this service  whether  dividends  and
distributions  are  reinvested  in shares  of the Fund or paid in cash.  Call or
write the Fund for an application form.

Redemptions in Kind. The Fund does not intend,  under normal  circumstances,  to
redeem  its  securities  by  payment  in kind.  It is  possible,  however,  that
conditions may arise in the future which would,  in the opinion of the Trustees,
make it  undesirable  for the Fund to pay for all  redemptions  in cash. In such
cases,  the  Board of  Trustees  may  authorize  payment  to be made in  readily
marketable portfolio securities of the Fund.  Securities delivered in payment of
redemptions  would be valued at the same value assigned to them in computing the
net asset value per share.  Shareholders  receiving  them would incur  brokerage
costs when these  securities  are sold. An  irrevocable  election has been filed
under  Rule  18f-1 of the 1940 Act,  wherein  the Fund  committed  itself to pay
redemptions  in cash,  rather than in kind, to any  shareholder of record of the
Fund who redeems during any 90-day period, the lesser of (a) $250,000 or (b) one
percent (1%) of the Fund's net asset value at the beginning of such period.

                                       12
<PAGE>

                     OTHER IMPORTANT INVESTMENT INFORMATION
                     --------------------------------------

DIVIDENDS, DISTRIBUTIONS, AND TAXES

The  following  information  is meant as a general  summary for U.S.  taxpayers.
Additional tax information appears in the SAI. Shareholders should rely on their
own tax advisers for advice about the particular  federal,  state, and local tax
consequences to them of investing in the Fund.

The Fund will distribute most of its income and gains to its shareholders  every
year.  Income  dividends,  if any,  will be paid  quarterly  and  capital  gains
distributions, if any, will be made at least annually. Shareholders may elect to
take  income  dividends  or  capital  gains  distributions,  if any,  in cash or
reinvest them in additional fund shares.  Although the Fund will not be taxed on
amounts it  distributes,  shareholders  will  generally be taxed,  regardless of
whether  distributions are received in cash or are reinvested in additional Fund
shares. A particular  distribution  generally will be taxable as either ordinary
income or long-term  capital gains.  If a Fund  designates a  distribution  as a
capital  gains  distribution,  it will be taxable to  shareholders  as long-term
capital gains, regardless of how long they have held their Fund shares.

If the Fund declares a dividend in October, November, or December but pays it in
January, it may be taxable to shareholders as if they received it in the year it
was declared. Every year each shareholder will receive a statement detailing the
tax status of any Fund distributions for that year.

Distributions may be subject to state and local taxes, as well as federal taxes.
Shareholders  who  hold  Fund  shares  in  a  tax-deferred  account,  such  as a
retirement plan,  generally will not have to pay tax on Fund distributions until
they receive distributions from the account.

A shareholder who sells or redeems shares will generally  realize a capital gain
or loss,  which will be long-term or  short-term,  generally  depending upon the
shareholder's  holding period for the Fund shares.  An exchange of shares may be
treated as a sale and may be subject to income taxes.

As with all mutual  funds,  the Fund may be required to  withhold  U.S.  federal
income  tax  at  the  rate  of  31% of  all  taxable  distributions  payable  to
shareholders   who  fail  to  provide  the  Fund  with  their  correct  taxpayer
identification  numbers  or to make  required  certifications,  or who have been
notified  by the IRS  that  they  are  subject  to  backup  withholding.  Backup
withholding  is not an  additional  tax;  rather,  it is a way in which  the IRS
ensures it will  collect  taxes  otherwise  due.  Any  amounts  withheld  may be
credited against a shareholder's U.S. federal income tax liability.











                                       13
<PAGE>

FINANCIAL HIGHLIGHTS

The  financial  data  included in the table below have been derived from audited
financial  statements  of the Fund.  The  financial  data for each of the fiscal
years have been audited by Deloitte & Touche LLP,  independent  auditors,  whose
report  covering such periods is  incorporated  by reference  into the SAI. This
information  should be read in conjunction with the Fund's latest audited annual
financial statements and notes thereto, which are also incorporated by reference
into the SAI, a copy of which may be  obtained at no charge by calling the Fund.
Further information about the performance of the Fund is contained in the Annual
Report of the Fund, a copy of which may also be obtained at no charge by calling
the Fund.

<TABLE>
<S>  <C>  <C>  <C>                                <C>             <C>              <C>               <C>               <C>

                                            (For a Share Outstanding Throughout the Year)

------------------------------------------------------------------------------------------------------------------------------------
                                                   Year ended       Year ended       Year ended       Year ended       Year ended
                                                   August 31,       August 31,       August 31,       August 31,       August 31,
                                                      2000             1999             1998             1997             1996
------------------------------------------------------------------------------------------------------------------------------------

Net asset value, beginning of year .............  $      16.81     $      13.30     $      22.44     $      16.88     $      20.70

      Income (loss) from investment operations
           Net investment loss .................         (0.34)           (0.24)           (0.24)           (0.22)           (0.18)
           Net realized and unrealized gain (loss)
                on investments .................         10.72             4.89            (6.02)            6.84            (2.53)
                                                  ------------     ------------     ------------     ------------     ------------

                Total from investment operations         10.38             4.65            (6.26)            6.62            (2.71)
                                                  ------------     ------------     ------------     ------------     ------------

      Distributions to shareholders from
           Net realized gain from investment
                transactions ...................         (0.67)           (1.14)           (2.88)           (1.06)           (1.11)
                                                  ------------     ------------     ------------     ------------     ------------

Net asset value, end of year ...................  $      26.52     $      16.81     $      13.30     $      22.44     $      16.88
                                                  ============     ============     ============     ============     ============

Total return*    ...............................         63.18 %          36.16 %         (32.12)%          41.14 %         (12.81)%
                                                  ============     ============     ============     ============     ============


Ratios/supplemental data

      Net assets, end of year ..................  $318,368,299     $286,081,068     $369,803,592     $613,488,902     $460,307,496
                                                  ============     ============     ============     ============     ============

      Ratio of expenses to average net assets
           Before expense reimbursements
                and waived fees ................          1.42 %           1.42 %           1.40 %           1.42 %           1.42 %
           After expense reimbursements
                and waived fees ................          1.40 %           1.39 %           1.40 %           1.42 %           1.42 %

      Ratio of net investment loss to average net assets
           Before expense reimbursements
                and waived fees ................         (1.24)%          (1.15)%           (1.15)%         (1.17)%          (1.05)%
           After expense reimbursements
                and waived fees ................         (1.23)%          (1.12)%           (1.15)%         (1.17)%          (1.05)%

      Portfolio turnover rate ..................         82.00 %         110.27 %           86.18 %        115.51 %         110.04 %



     * Does not reflect the maximum sales charge of 3.00%.

</TABLE>
                                       14
<PAGE>


                             ADDITIONAL INFORMATION

________________________________________________________________________________

                      THE CHESAPEAKE AGGRESSIVE GROWTH FUND
________________________________________________________________________________


Additional  information  about the Fund is available in the Fund's SAI, which is
incorporated by reference into this prospectus. Additional information about the
Fund's  investments  is also  available  in the Fund's  Annual  and  Semi-annual
Reports to  shareholders.  The Fund's Annual Report will include a discussion of
market  conditions and investment  strategies  that  significantly  affected the
Fund's performance during its last fiscal year.

The SAI and the Annual and Semi-annual  Reports will be available free of charge
upon  request  (you may also request  other  information  about the Fund or make
shareholder inquiries) by contacting the Fund:


        ----------------------------------------------------------------

         By telephone:       1-800-430-3863

         By mail:            The Chesapeake Aggressive Growth Fund
                             c/o NC Shareholder Services
                             107 North Washington Street
                             Post Office Box 4365
                             Rocky Mount, NC  27803-0365


         By e-mail:          [email protected]


         On the Internet:    www.ncfunds.com

        ----------------------------------------------------------------


Information  about the Fund can also be reviewed  and copied at the SEC's Public
Reference  Room in  Washington,  D.C.  Inquiries on the operations of the public
reference  room may be made by calling  the SEC at  1-202-942-8090.  Reports and
other  information  about the Fund are  available on the SEC's  Internet site at
http://www.sec.gov, and copies of this information may be obtained, upon payment
of a duplicating  fee, by electronic  request at the following  e-mail  address:
[email protected],   or  by  writing  the  SEC's  Public   Reference   Section,
Washington, D.C. 20549-0102.


Investment Company Act file number 811-07324

<PAGE>

                                     PART B
                                     ======

                       STATEMENT OF ADDITIONAL INFORMATION


                      THE CHESAPEAKE AGGRESSIVE GROWTH FUND


                                 January 2, 2001


                                 A series of the
                         GARDNER LEWIS INVESTMENT TRUST
                107 North Washington Street, Post Office Box 4365
                           Rocky Mount, NC 27803-0365
                            Telephone 1-800-430-3863





                                Table of Contents
                                -----------------

                                                                         Page
OTHER INVESTMENT POLICIES.................................................. 2
INVESTMENT LIMITATIONS..................................................... 3
PORTFOLIO TRANSACTIONS..................................................... 4
NET ASSET VALUE............................................................ 6
DESCRIPTION OF THE TRUST................................................... 6
ADDITIONAL INFORMATION CONCERNING TAXES.................................... 7
MANAGEMENT AND SERVICE PROVIDERS........................................... 8
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION............................ 12
SPECIAL SHAREHOLDER SERVICES.............................................. 13
ADDITIONAL INFORMATION ON PERFORMANCE..................................... 16
FINANCIAL STATEMENTS...................................................... 18
APPENDIX A - DESCRIPTION OF RATINGS....................................... 19










This  Statement  of  Additional  Information  ("SAI")  is  meant  to be  read in
conjunction  with the  Prospectus  dated  January  2, 2001,  for The  Chesapeake
Aggressive  Growth  Fund  ("Fund"),  and is  incorporated  by  reference  in its
entirety into the  Prospectus.  Because this SAI is not itself a prospectus,  no
investment  in shares of the Fund  should be made  solely  upon the  information
contained  herein.  Copies of the Fund's Prospectus may be obtained at no charge
by writing or calling  the Fund at the  address and phone  number  shown  above.
Capitalized  terms used but not defined  herein have the same meanings as in the
Prospectus.


<PAGE>

                            OTHER INVESTMENT POLICIES

The  Fund  is a  diversified  series  of  the  Gardner  Lewis  Investment  Trust
("Trust"),   a  registered  open-end   management  company.   The  Trust  is  an
unincorporated  business trust organized under  Massachusetts  law on August 12,
1992. The primary  investment  strategies and risks of the Fund are described in
the Prospectus.  In addition to the principal investment strategies discussed in
the  Fund's  Prospectus,  the  Fund  may also  employ  the use of the  financial
instruments  described  below in order to achieve its objective.  The strategies
set forth below are not principle strategies of the Fund.

Repurchase  Agreements.  The Fund may  acquire  U.S.  Government  Securities  or
corporate  debt  securities  subject  to  repurchase  agreements.  A  repurchase
transaction  occurs when, at the time the Fund purchases a security  (normally a
U.S. Treasury  obligation),  it also resells it to the vendor (normally a member
bank of the Federal Reserve or a registered  Government  Securities  dealer) and
must  deliver the security  (and/or  securities  substituted  for them under the
repurchase  agreement)  to the vendor on an agreed upon date in the future.  The
repurchase  price  exceeds the  purchase  price by an amount  which  reflects an
agreed upon market  interest rate  effective for the period of time during which
repurchase  agreement is in effect.  Delivery  pursuant to the resale will occur
within one to five days of the purchase.

Repurchase agreements are considered "loans" under the Investment Company Act of
1940, as amended ("1940 Act"),  collateralized by the underlying  security.  The
Trust's Board of Trustees will  implement  procedures to monitor on a continuous
basis  the  value  of  the   collateral   serving  as  security  for  repurchase
obligations.   Additionally,   the  Advisor  to  the  Fund  will   consider  the
creditworthiness  of the  vendor.  If the vendor  fails to pay the  agreed  upon
resale price on the delivery date, the Fund will retain or attempt to dispose of
the  collateral.  The Fund's  risks in such  default  may include any decline in
value of the  collateral to an amount which is less than 100% of the  repurchase
price, any costs of disposing of such collateral and any loss resulting from any
delay  in  foreclosing  on the  collateral.  The  Fund  will  not  enter  into a
repurchase  agreement  which  will  cause  more than 10% of its net assets to be
invested in  repurchase  agreements  which  extend  beyond  seven days and other
illiquid securities.

Money Market  Instruments.  Money market instruments may include U.S. Government
Securities or corporate debt obligations  (including those subject to repurchase
agreements) as described herein, provided that they mature in thirteen months or
less from the date of acquisition and are otherwise eligible for purchase by the
Fund.  Money  market  instruments  also may  include  Banker's  Acceptances  and
Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper and
Variable Amount Demand Master Notes ("Master Notes").  Banker's  Acceptances are
time drafts drawn on and "accepted" by a bank. When a bank "accepts" such a time
draft, it assumes  liability for its payment.  When the Fund acquires a Banker's
Acceptance,  the bank which  "accepted"  the time draft is liable for payment of
interest and principal when due. The Banker's  Acceptance carries the full faith
and  credit of such  bank.  A  Certificate  of  Deposit  ("CD") is an  unsecured
interest-bearing  debt obligation of a bank.  Commercial  Paper is an unsecured,
short-term debt obligation of a bank, corporation or other borrower.  Commercial
Paper  maturity  generally  ranges from two to 270 days and is usually sold on a
discounted basis rather than as an  interest-bearing  instrument.  The Fund will
invest in Commercial  Paper only if it is rated in one of the two highest rating
categories by any of the nationally  recognized  securities rating organizations
or, if not rated,  of equivalent  quality in the Advisor's  opinion.  Commercial
Paper may include  Master Notes of the same quality.  Master Notes are unsecured
obligations  which are redeemable upon demand of the holder and which permit the
investment of fluctuating amounts at varying rates of interest. Master Notes are
acquired  by the Fund  only  through  the  Master  Note  program  of the  Fund's
custodian bank, acting as administrator  thereof. The Advisor will monitor, on a
continuous  basis, the earnings power,  cash flow, and other liquidity ratios of
the issuer of a Master Note held by the Fund.

Illiquid  Investments.  The  Fund  may  invest  up to 10% of its net  assets  in
illiquid securities, which are investments that cannot be sold or disposed of in
the ordinary course of business within seven days at approximately the prices at
which they are  valued.  Under the  supervision  of the Board of  Trustees,  the
Advisor  determines the liquidity of the Fund's investments and, through reports
from the Advisor,  the Board monitors  investments in illiquid  instruments.  In
determining  the liquidity of the Fund's  investments,  the Advisor may consider
various factors  including (1) the frequency of trades and  quotations,  (2) the
number of dealers and  prospective  purchasers  in the  marketplace,  (3) dealer
undertakings  to make a market,  (4) the nature of the security  (including  any
demand or tender  features),  and (5) the nature of the  marketplace  for trades
(including  the  ability to assign or offset the Fund's  rights and  obligations
relating to the investment).  Investments currently considered by the Fund to be
illiquid  include  repurchase  agreements not entitling the holder to payment of
principal  and interest  within seven days.  If through a change in values,  net
assets or other  circumstances,  the Fund were in a position where more than 10%
of its net assets were  invested in illiquid  securities,  it would seek to take
appropriate steps to protect liquidity.

Forward Commitment & When-Issued Securities. The Fund may purchase securities on
a  when-issued  basis  or for  settlement  at a future  date if the  Fund  holds
sufficient assets to meet the purchase price. In such purchase transactions, the
Fund will not  accrue  interest  on the  purchased  security  until  the  actual
settlement.  Similarly,  if a security is sold for a forward date, the Fund will
accrue the  interest  until the  settlement  of the sale.  When-issued  security
purchase and forward  commitments have a higher degree of risk of price movement
before  settlement  due to the extended  time period  between the  execution and
settlement  of  the  purchase  or  sale.  As  a  result,  the  exposure  to  the
counterparty  of the  purchase  or sale is  increased.  Although  the Fund would
generally purchase  securities on a forward commitment or when-issued basis with
the intention of taking delivery, the Fund may sell such a security prior to the
settlement date if the Advisor felt such action was appropriate. In such a case,
the Fund could incur a short-term gain or loss.


                             INVESTMENT LIMITATIONS

The Fund has adopted  the  following  investment  limitations,  which  cannot be
changed  without  approval  by holders of a majority of the  outstanding  voting
shares of the Fund. A "majority" for this purpose means the lesser of (i) 67% of
the Fund's  outstanding shares represented in person or by proxy at a meeting at
which more than 50% of its outstanding shares are represented, or (ii) more than
50% of its outstanding shares.

As a matter of fundamental policy, the Fund may not:

1.   Invest more than 5% of the value of its total assets in the  securities  of
     any  one  issuer  or  purchase  more  than  10% of the  outstanding  voting
     securities  or of any class of  securities  of any one issuer  (except that
     securities of the U.S. Government,  its agencies and  instrumentalities are
     not subject to these limitations);

2.   Invest 25% or more of the value of its total  assets in any one industry or
     group of industries  (except that  securities of the U.S.  Government,  its
     agencies and instrumentalities are not subject to these limitations);

3.   Invest more than 10% of the value of its total assets in foreign securities
     (which  shall  not  be  deemed  to  include  American  Depository  Receipts
     ("ADRs"));

4.   Invest in the  securities  of any issuer if any of the officers or trustees
     of the Trust or its Advisor who own beneficially more than 1/2 of 1% of the
     outstanding  securities  of such  issuer  together  own more than 5% of the
     outstanding securities of such issuer;

5.   Invest for the  purpose of  exercising  control  or  management  of another
     issuer;

6.   Invest in interests in real estate, real estate mortgage loans, oil, gas or
     other mineral  exploration  leases or development  programs except that the
     Fund may invest in the securities of companies  (other than those which are
     not readily marketable) which own or deal in such things;

7.   Underwrite securities issued by others except to the extent the Fund may be
     deemed  to  be  an  underwriter  under  the  Federal  securities  laws,  in
     connection with the disposition of portfolio securities;

8.   Purchase  securities  on margin  (but the Fund may obtain  such  short-term
     credits as may be necessary for the clearance of transactions);

9.   Make short sales of securities or maintain a short  position,  except short
     sales  "against  the box;" (A short sale is made by selling a security  the
     Fund does not own. A short sale is "against the box" to the extent that the
     Fund  contemporaneously  owns or has the right to  obtain at no  additional
     cost securities identical to those sold short.);

10.  Participate on a joint or joint and several basis in any trading account in
     securities;

11.  Make  loans of money or  securities,  except  that the Fund may  invest  in
     repurchase agreements;

12.  Invest in  securities  of  issuers  which  have a record of less than three
     years'  continuous  operation  (including  predecessors and, in the case of
     bonds,  guarantors),  if more than 5% of its total assets would be invested
     in such securities;

13.  Issue senior securities,  borrow money or pledge its assets, except that it
     may borrow  from banks as a  temporary  measure  (a) for  extraordinary  or
     emergency purposes,  in amounts not exceeding 5% of its total assets or (b)
     in order to meet redemption  requests,  in amounts not exceeding 15% of its
     total assets.  The Fund will not make any further  investments if borrowing
     exceeds  5% of  its  total  assets  until  such  time  as  total  borrowing
     represents less than 5% of Fund assets;

14.  Invest  more than 10% of its net assets in  illiquid  securities;  For this
     purpose, illiquid securities include, among others (a) securities for which
     no  readily  available  market  exists,  (b) fixed time  deposits  that are
     subject to  withdrawal  penalties  and have  maturities  of more than seven
     days, and (c) repurchase agreements not terminable within seven days;

15.  Invest in restricted securities; and

16.  Write,  purchase or sell puts, calls,  warrants or combinations thereof, or
     purchase or sell commodities,  commodities contracts,  futures contracts or
     related options.

Percentage  restrictions stated as an investment policy or investment limitation
apply at the time of  investment;  if a later increase or decrease in percentage
beyond the specified limits results from a change in securities  values or total
assets, it will not be considered a violation.


                             PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Trust's Board of Trustees, the Advisor
is responsible  for, makes  decisions with respect to, and places orders for all
purchases and sales of portfolio securities for the Fund.

The  annualized  portfolio  turnover rate for the Fund is calculated by dividing
the lesser of  purchases  or sales of  portfolio  securities  for the  reporting
period by the monthly average value of the portfolio securities owned during the
reporting  period.  The calculation  excludes all securities whose maturities or
expiration  dates at the  time of  acquisition  are one year or less.  Portfolio
turnover  of the Fund may vary  greatly  from  year to year as well as  within a
particular  year,  and may be affected by cash  requirements  for  redemption of
shares  and by  requirements  that  enable  the Fund to  receive  favorable  tax
treatment.  Portfolio  turnover  will not be a  limiting  factor in making  Fund
decisions,  and the Fund  may  engage  in  short-term  trading  to  achieve  its
investment objective.

Purchases  of money  market  instruments  by the Fund  are  made  from  dealers,
underwriters  and  issuers.  The Fund  currently  does not  expect  to incur any
brokerage   commission  expense  on  such  transactions   because  money  market
instruments  are  generally  traded  on a "net"  basis  by a  dealer  acting  as
principal  for its own  account  without a stated  commission.  The price of the
security, however, usually includes a profit to the dealer. Securities purchased
in  underwritten  offerings  include  a  fixed  amount  of  compensation  to the
underwriter,  generally referred to as the underwriter's concession or discount.
When  securities are purchased  directly from or sold directly to an issuer,  no
commissions or discounts are paid.

Transactions on U.S. stock exchanges involve the payment of negotiated brokerage
commissions.  On  exchanges on which  commissions  are  negotiated,  the cost of
transactions   may  vary   among   different   brokers.   Transactions   in  the
over-the-counter  market are generally on a net basis (i.e., without commission)
through dealers, or otherwise involve  transactions  directly with the issuer of
an instrument.  The Fund's fixed income portfolio  transactions will normally be
principal transactions executed in over-the-counter markets and will be executed
on a "net" basis, which may include a dealer markup.  With respect to securities
traded  only  in the  over-the-counter  market,  orders  will be  executed  on a
principal  basis with  primary  market  makers in such  securities  except where
better  prices or  executions  may be obtained on an agency  basis or by dealing
with other than a primary market maker.

The Fund may participate,  if and when practicable,  in bidding for the purchase
of Fund  securities  directly  from an issuer in order to take  advantage of the
lower  purchase  price  available to members of a bidding  group.  The Fund will
engage in this practice, however, only when the Advisor, in its sole discretion,
believes such practice to be otherwise in the Fund's interest.

In executing Fund  transactions  and selecting  brokers or dealers,  the Advisor
will seek to obtain the best overall terms  available for the Fund. In assessing
the best overall terms available for any transaction, the Advisor shall consider
factors it deems relevant,  including the breadth of the market in the security,
the price of the security,  the financial condition and execution  capability of
the broker or dealer, and the reasonableness of the commission, if any, both for
the specific  transaction and on a continuing basis. The sale of Fund shares may
be  considered  when  determining  the  firms  that  are  to  execute  brokerage
transactions  for the Fund. In addition,  the Advisor is authorized to cause the
Fund to pay a broker-dealer,  which furnishes brokerage and research services, a
higher commission than that which might be charged by another  broker-dealer for
effecting the same  transaction,  provided  that the Advisor  determines in good
faith  that  such  commission  is  reasonable  in  relation  to the value of the
brokerage and research services provided by such broker-dealer,  viewed in terms
of either the  particular  transaction  or the overall  responsibilities  of the
Advisor to the Fund.  Such  brokerage  and research  services  might  consist of
reports and statistics  relating to specific  companies or  industries,  general
summaries  of groups of stocks  or bonds  and  their  comparative  earnings  and
yields, or broad overviews of the stock, bond and government  securities markets
and the economy.

Supplementary  research  information  so received is in addition  to, and not in
lieu of,  services  required to be  performed by the Advisor and does not reduce
the advisory fees payable by the Fund. The Trustees will periodically review any
commissions  paid by the Fund to  consider  whether  the  commissions  paid over
representative  periods  of time  appear to be  reasonable  in  relation  to the
benefits  inuring to the Fund. It is possible that certain of the  supplementary
research or other  services  received will  primarily  benefit one or more other
investment  companies  or other  accounts  for which  investment  discretion  is
exercised by the Advisor. Conversely, the Fund may be the primary beneficiary of
the  research  or  services  received  as a result  of  securities  transactions
effected for such other account or investment company.

The Fund may also enter into  brokerage/service  arrangements  pursuant to which
selected brokers executing portfolio transactions for the Fund may pay a portion
of the Fund's operating expenses. For the fiscal year ended August 31, 2000, the
Fund  participated  in a  brokerage/service  arrangements  with Instinet Corp of
Stamford, Connecticut; Standard & Poors Securities, Inc., of New York, New York;
and Deutsche Bank Alex Brown of Baltimore,  Maryland.  During such year Instinet
Corp,  Standard & Poors Securities,  Inc., and Deutsche Bank Alex Brown received
$37,070, $39,995, and $28,310,  respectively,  in brokerage commissions from the
Fund and  paid  $30,383,  $18,048,  and  $12,058,  respectively,  of the  Fund's
operating  expenses.  There  can be no  assurance  that such  arrangements  will
continue in the future.

The Advisor may also utilize a brokerage firm  affiliated  with the Trust or the
Advisor if it believes it can obtain the best  execution  of  transactions  from
such broker. The Fund will not execute portfolio  transactions through,  acquire
securities  issued  by,  make  savings  deposits  in or  enter  into  repurchase
agreements with the Advisor or an affiliated person of the Advisor (as such term
is defined in the 1940 Act) acting as principal,  except to the extent permitted
by the Securities and Exchange Commission  ("SEC").  In addition,  the Fund will
not purchase  securities  during the  existence of any  underwriting  or selling
group  relating  thereto of which the Advisor,  or an  affiliated  person of the
Advisor,  is a member,  except to the extent permitted by the SEC. Under certain
circumstances, the Fund may be at a disadvantage because of these limitations in
comparison  with  other  investment   companies  that  have  similar  investment
objectives but are not subject to such limitations.

Investment  decisions for the Fund will be made independently from those for any
other series of the Trust,  if any, and for any other  investment  companies and
accounts advised or managed by the Advisor.  Such other investment companies and
accounts  may also  invest in the same  securities  as the Fund.  To the  extent
permitted  by law,  the  Advisor  may  aggregate  the  securities  to be sold or
purchased for the Fund with those to be sold or purchased  for other  investment
companies or accounts in executing transactions.  When a purchase or sale of the
same security is made at  substantially  the same time on behalf of the Fund and
another  investment  company or account,  the transaction will be averaged as to
price and available  investments  allocated as to amount,  in a manner which the
Advisor believes to be equitable to the Fund and such other  investment  company
or account.  In some instances,  this investment  procedure may adversely affect
the price paid or received by the Fund or the size of the  position  obtained or
sold by the Fund.

For the fiscal years ended August 31, 2000, 1999, and 1998, total dollar amounts
of  brokerage  commissions  paid by the  Fund  were  $463,459,  $1,108,553,  and
$1,218,318, respectively.


                                 NET ASSET VALUE

The net  asset  value  per share of the Fund is  determined  at the time  normal
trading closes on the NYSE,  currently  4:00 p.m. New York time,  Monday through
Friday, except on business holidays when the NYSE is closed. The NYSE recognizes
the following holidays: New Year's Day, Martin Luther King, Jr. Day, President's
Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and
Christmas  Day.  Any  other  holiday  recognized  by the NYSE  will be  deemed a
business  holiday  on  which  the  net  asset  value  of the  Fund  will  not be
calculated.

The net asset value per share of the Fund is calculated separately by adding the
value  of the  Fund's  securities  and  other  assets  belonging  to  the  Fund,
subtracting the liabilities  charged to the Fund, and dividing the result by the
number of  outstanding  shares.  "Assets  belonging  to" the Fund consist of the
consideration received upon the issuance of shares of the Fund together with all
net  investment  income,  realized  gains/losses  and proceeds  derived from the
investment  thereof,  including any proceeds from the sale of such  investments,
any funds or payments  derived from any  reinvestment  of such  proceeds,  and a
portion  of any  general  assets  of the  Trust not  belonging  to a  particular
investment  Fund.  Assets  belonging  to the Fund are  charged  with the  direct
liabilities  of the  Fund and with a share  of the  general  liabilities  of the
Trust,  which are  normally  allocated  in  proportion  to the  number of or the
relative net asset values of all of the Trust's series at the time of allocation
or in  accordance  with  other  allocation  methods  approved  by the  Board  of
Trustees.  Subject to the provisions of the Amended and Restated  Declaration of
Trust,  determinations  by the Board of Trustees as to the direct and  allocable
liabilities,  and the allocable  portion of any general assets,  with respect to
the Fund are conclusive.

In valuing the Fund's total assets, portfolio securities are generally valued at
their market value. Instruments with maturities of sixty days or less are valued
at amortized costs, which approximates  market value.  Securities and assets for
which  representative  market quotations are not readily available are valued at
fair value as determined in good faith under policies approved by the Trustees.

                            DESCRIPTION OF THE TRUST

The Trust's  Amended and Restated  Declaration of Trust  authorizes the Board of
Trustees  to divide  shares  into  series,  each  series  relating to a separate
portfolio of  investments,  and to classify and reclassify  any unissued  shares
into one or more classes of shares of each such series. The Amended and Restated
Declaration  of Trust  currently  provides for the shares of three  series:  The
Chesapeake  Aggressive  Growth Fund (the  subject of this SAI),  The  Chesapeake
Growth Fund,  and The  Chesapeake  Core Growth Fund, all managed by the Advisor.
The  number  of  shares  of each  series  shall be  unlimited.  The Fund and The
Chesapeake  Core  Growth  Fund both issue a single  class of  shares,  while the
shares of The Chesapeake  Growth Fund are divided into three separate classes of
shares. The Trust does not intend to issue share certificates.

In the event of a  liquidation  or  dissolution  of the  Trust or an  individual
series, such as the Fund,  shareholders of a particular series would be entitled
to receive the assets  available  for  distribution  belonging  to such  series.
Shareholders  of a  series  are  entitled  to  participate  equally  in the  net
distributable assets of the particular series involved on liquidation,  based on
the number of shares of the series that are held by each  shareholder.  If there
are any assets,  income,  earnings,  proceeds,  funds or payments,  that are not
readily  identifiable as belonging to any particular  series, the Trustees shall
allocate  them  among  any one or more of the  series  as they,  in  their  sole
discretion, deem fair and equitable.

Shareholders  of all of the series of the Trust,  including the Fund,  will vote
together and not  separately  on a  series-by-series  or  class-by-class  basis,
except as  otherwise  required by law or when the Board of  Trustees  determines
that the matter to be voted upon affects only the interests of the  shareholders
of a particular series or class. Rule 18f-2 under the 1940 Act provides that any
matter  required  to be  submitted  to the  holders  of the  outstanding  voting
securities of an investment  company,  such as the Trust, shall not be deemed to
have been effectively acted upon unless approved by the holders of a majority of
the outstanding  shares of each series or class affected by the matter. A series
or class is affected by a matter  unless it is clear that the  interests of each
series or class in the matter  are  substantially  identical  or that the matter
does not  affect any  interest  of the series or class.  Under Rule  18f-2,  the
approval of an  investment  advisory  agreement  or any change in a  fundamental
investment  policy would be effectively acted upon with respect to a series only
if approved by a majority of the outstanding shares of such series. However, the
Rule also provides  that the  ratification  of the  appointment  of  independent
accountants,  the approval of principal underwriting contracts, and the election
of Trustees may be effectively  acted upon by  shareholders  of the Trust voting
together, without regard to a particular series or class.

When used in the Prospectus or this SAI, a "majority" of shareholders  means the
vote of the  lesser  of (1) 67% of the  shares  of the  Trust or the  applicable
series or class  present  at a meeting  if the  holders  of more than 50% of the
outstanding  shares are  present in person or by proxy,  or (2) more than 50% of
the outstanding shares of the Trust or the applicable series or class.

When issued for payment as described in the Prospectus  and this SAI,  shares of
the Fund will be fully paid and non-assessable.

The Amended and Restated  Declaration of Trust provides that the Trustees of the
Trust  will not be liable in any event in  connection  with the  affairs  of the
Trust, except as such liability may arise from his or her own bad faith, willful
misfeasance,  gross negligence or reckless disregard of duties. It also provides
that all third parties shall look solely to the Trust property for  satisfaction
of  claims  arising  in  connection  with the  affairs  of the  Trust.  With the
exceptions stated, the Amended and Restated Declaration of Trust provides that a
Trustee or officer is  entitled  to be  indemnified  against  all  liability  in
connection with the affairs of the Trust.


                     ADDITIONAL INFORMATION CONCERNING TAXES

The  following  summarizes  certain  additional  tax  considerations   generally
affecting  the  Fund  and  its  shareholders  that  are  not  described  in  the
Prospectus.  No attempt is made to  present a  detailed  explanation  of the tax
treatment  of the  Fund or its  shareholders.  The  discussion  here  and in the
Prospectus is not intended as a substitute for careful tax planning and is based
on tax laws and regulations that are in effect on the date hereof; such laws and
regulations may be changed by legislative,  judicial, or administrative  action.
Investors are advised to consult  their tax advisors with specific  reference to
their own tax situations.

The Fund,  and any other  series of the  Trust,  will be  treated  as a separate
corporate  entity under the Internal  Revenue Code.  The Fund intends to qualify
and to remain qualified as a regulated  investment company.  To so qualify,  the
Fund  must  elect to be a  regulated  investment  company  or have  made such an
election for a previous year and must satisfy,  in addition to the  distribution
requirement  described in the Prospectus,  certain  requirements with respect to
the source of its income for a taxable year. At least 90% of the gross income of
the Fund must be derived  from  dividends;  interest;  payments  with respect to
securities  loans,   gains  from  the  sale  or  other  disposition  of  stocks,
securities, or foreign currencies;  and other income derived with respect to the
Fund's  business of  investing in such stock,  securities,  or  currencies.  Any
income  derived  by the Fund from a  partnership  or trust is treated as derived
with  respect to the Fund's  business  of  investing  in stock,  securities,  or
currencies  only to the  extent  that such  income is  attributable  to items of
income  that would have been  qualifying  income if  realized by the Fund in the
same manner as by the partnership or trust.

An investment company may not qualify as a regulated  investment company for any
taxable  year  unless it  satisfies  certain  requirements  with  respect to the
diversification  of its  investments at the close of each quarter of the taxable
year.  In  general,  at least  50% of the  value  of its  total  assets  must be
represented  by cash,  cash items,  government  securities,  securities of other
regulated investment companies,  and other securities which, with respect to any
one issuer,  do not represent more than 5% of the total assets of the investment
company nor more than 10% of the outstanding  voting  securities of such issuer.
In addition,  not more than 25% of the value of the investment  company's  total
assets may be invested in the securities  (other than  government  securities or
the securities of other regulated  investment  companies) of any one issuer. The
Fund  intends to satisfy  all  requirements  on an ongoing  basis for  continued
qualification as a regulated investment company.

The Fund will designate any distribution of long-term capital gains as a capital
gain dividend in a written  notice mailed to  shareholders  within 60 days after
the close of the Fund's  taxable  year.  Shareholders  should note that upon the
sale or exchange of Fund shares, if the shareholder has not held such shares for
at least six months,  any loss on the sale or  exchange of those  shares will be
treated as long-term  capital  loss to the extent of the capital gain  dividends
received with respect to the shares.

A 4% nondeductible  excise tax is imposed on regulated investment companies that
fail to distribute  currently an amount equal to specified  percentages of their
ordinary  taxable  income and capital gain net income  (excess of capital  gains
over capital  losses).  The Fund  intends to make  sufficient  distributions  or
deemed  distributions  of its ordinary  taxable  income and any capital gain net
income prior to the end of each calendar year to avoid liability for this excise
tax.

If for any taxable year the Fund does not qualify for the special federal income
tax treatment  afforded to regulated  investment  companies,  all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deduction for distributions to its  shareholders).  In such event,  dividend
distributions  (whether or not derived from interest on  tax-exempt  securities)
would be taxable as ordinary  income to shareholders to the extent of the Fund's
current and accumulated earnings and profits.

The Fund will be  required in certain  cases to  withhold  and remit to the U.S.
Treasury 31% of taxable  dividends or 31% of gross  proceeds  realized upon sale
paid to  shareholders  who have failed to provide a correct  tax  identification
number in the manner required, or who are subject to withholding by the Internal
Revenue  Service for failure to include  properly  on their  return  payments of
taxable  interest or  dividends,  or who have failed to certify to the Fund that
they are not subject to backup  withholding when required to do so, or that they
are "exempt recipients."

Dividends paid by the Fund derived from net investment  income or net short-term
capital gains are taxable to shareholders as ordinary  income,  whether received
in  cash  or   reinvested  in  additional   shares.   Long-term   capital  gains
distributions,  if any, are taxable as long-term capital gains, whether received
in cash or reinvested in additional  shares,  regardless of how long Fund shares
have been held.

The Fund  will send  shareholders  information  each  year on the tax  status of
dividends  and  disbursements.  A dividend or capital  gains  distribution  paid
shortly  after  shares  have  been  purchased,  although  in  effect a return of
investment, is subject to federal income taxation. Dividends from net investment
income,  along with  capital  gains,  will be taxable to  shareholders,  whether
received  in cash or shares  and no matter  how long you have held Fund  shares,
even if they reduce the net asset value of shares  below your cost and thus,  in
effect, result in a return of a part of your investment.


                        MANAGEMENT AND SERVICE PROVIDERS

The Trust's Board of Trustees  ("Trustees")  are  responsible for the management
and  supervision of the Fund. The Trustees  approve all  significant  agreements
between  the Trust,  on behalf of the Fund,  and those  companies  that  furnish
services to the Fund.  This section of the Statement of  Additional  Information
provides  the persons who serve as Trustees  and Officers to the Trust and Fund,
respectively, as well as the entities that provide services to the Fund.

Trustees  and  Officers.  Following  are the Trustees and Officers of the Trust,
their  age,  their  present  position  with the  Trust or the  Fund,  and  their
principal  occupation  during  the  past  five  years.  Those  Trustees  who are
"interested persons" (as defined in the 1940 Act) by virtue of their affiliation
with either the Trust or the Advisor, are noted by an asterisk (*).

<TABLE>
<S>                                                 <C>                     <C>

--------------------------------------------------- ----------------------- ---------------------------------------------------
Name, Age, and Address                              Position(s) with        Principal Occupation(s)
                                                    The Fund                During Past 5 Years
--------------------------------------------------- ----------------------- ---------------------------------------------------
Jack E. Brinson, 68                                 Trustee                 Retired; Independent Trustee - Nottingham
1105 Panola Street                                                          Investment Trust II, New Providence Investment
Tarboro, North Carolina                                                     Trust, and Hillman Capital Management Investment
                                                                            Trust, Rocky Mount, North Carolina;
                                                                            Previously, President, Brinson Investment Co.
                                                                                 (personal investments) and
                                                                            President, Brinson Chevrolet, Inc.
                                                                                 (auto dealership), Tarboro, North Carolina

--------------------------------------------------- ----------------------- ---------------------------------------------------
W. Whitfield Gardner, 37                            Trustee*                Chairman and Chief Executive Officer
Chief Executive Officer                             Chief Executive         Gardner Lewis Asset Management
The Chesapeake Funds                                Officer                      (Advisor to the Chesapeake Funds)
285 Wilmington-West Chester Pike                                            Chadds Ford, Pennsylvania
Chadds Ford, Pennsylvania  19317

--------------------------------------------------- ----------------------- ---------------------------------------------------
Stephen J. Kneeley, 37                              Trustee                 Chief Operating Officer
1235 Westlakes Drive                                                        Turner Investment Partners
Suite 350                                                                        (investment manager)
Berwyn, Pennsylvania  19312                                                 Berwyn, Pennsylvania

--------------------------------------------------- ----------------------- ---------------------------------------------------
John L. Lewis, IV, 37                               President               President
The Chesapeake Funds                                                        Gardner Lewis Asset Management
285 Wilmington-West Chester Pike                                                 (Advisor to the Chesapeake Funds)
Chadds Ford, Pennsylvania  19317                                            Chadds Ford, Pennsylvania

--------------------------------------------------- ----------------------- ---------------------------------------------------
C. Frank Watson, III, 30                            Secretary               President
105 North Washington Street                         Assistant Treasurer     The Nottingham Company
Rocky Mount, North Carolina 27802                                                (Administrator to the Fund)
                                                                            Rocky Mount, North Carolina

--------------------------------------------------- ----------------------- ---------------------------------------------------
Julian G. Winters, 32                               Treasurer               Legal and Compliance Director
105 North Washington Street                         Assistant Secretary     The Nottingham Company
Rocky Mount, North Carolina 27802                                                (Administrator to the Fund)
                                                                            Rocky Mount, North Carolina since 1996;
                                                                               previously, Operations Manager
                                                                            Tar Heel Medical, Inc.
                                                                                 (pharmaceutical supplier)
                                                                            Nashville, North Carolina

--------------------------------------------------- ----------------------- ---------------------------------------------------
William D. Zantzinger, 39                           Vice President          Director of Trading
The Chesapeake Funds                                                        Gardner Lewis Asset Management
285 Wilmington-West Chester Pike                                                 (Advisor to the Chesapeake Funds)
Chadds Ford, Pennsylvania  19317                                            Chadds Ford, Pennsylvania

--------------------------------------------------- ----------------------- ---------------------------------------------------
</TABLE>


Compensation.  The officers of the Trust will not receive  compensation from the
Trust for  performing  the duties of their  offices.  Each Trustee who is not an
"interested  person" of the Trust  receives a fee of $7,500  each year plus $400
per series of the Trust per  meeting  attended  in person and $150 per series of
the Trust per meeting attended by telephone. All Trustees are reimbursed for any
out-of-pocket expenses incurred in connection with attendance at meetings.

<TABLE>
<S>                             <C>                  <C>                      <C>                    <C>

                                                         Compensation Table*

------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
Name of Person and              Aggregate            Pension or Retirement    Estimated Annual       Total Compensation From
Position                        Compensation from    Benefits Accrued As      Benefits Upon          Fund and Fund Complex
                                the Fund             Part of Fund Expenses    Retirement             Paid to Directors**
------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
Jack E. Brinson                 $3,450               None                     None                   $10,350
   Trustee
------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
W. Whitfield Gardner            None                 None                     None                   None
   Trustee
------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
Steven J. Kneeley               $3,450               None                     None                   $10,350
   Trustee
------------------------------- -------------------- ------------------------ ---------------------- ---------------------------
</TABLE>

* Figures are for the fiscal year ended August 31, 2000. ** Each of the Trustees
serves as a Trustee to the Fund, The Chesapeake  Growth Fund, and The Chesapeake
Core Growth Fund of the Trust.

Principal  Holders of Voting  Securities.  As of December 21, 2000, the Trustees
and Officers of the Trust as a group owned beneficially (i.e., had voting and/or
investment  power) less than 1% of the then  outstanding  shares of the Fund. On
the same date, the following  shareholders owned of record 5% of the outstanding
shares of beneficial  interest of the Fund.  Except as provided below, no person
is  known  by the  Trust  to be the  beneficial  owner  of  more  than 5% of the
outstanding shares of the Fund as of December 21, 2000.
<TABLE>
<S>                                                 <C>                                                          <C>

     Name and Address of                              Amount and  Nature
     of Beneficial Owner                              Beneficial Ownership                                       Percent
     -------------------                              --------------------                                       -------

     Fair Oaks LLC, Trustee                          1,872,352.391 Shares                                        12.790%
     FBO John N. Robson Trust
     P. O. Box 4799
     Jackson, Wyoming  83001

     Wendel & Co.                                      923,797.047 Shares                                         6.310%
     c/o The Bank of New York
     Attn: Mutual Fund Department
     P.O. Box 1066
     Wall Street Station
     New York, New York  10268

</TABLE>

Investment  Advisor.  Information  about  Gardner  Lewis Asset  Management,  285
Wilmington-West Chester Pike, Chadds Ford, Pennsylvania 19317 and its duties and
compensation as Advisor is contained in the Prospectus.  The Advisory  Agreement
is effective for a one-year term, and will be renewed  thereafter for periods of
one year only so long as such renewal and continuance is  specifically  approved
at least  annually  by the Board of  Trustees  or by vote of a  majority  of the
Fund's outstanding voting securities,  provided the continuance is also approved
by a majority of the Trustees who are not  "interested  persons" of the Trust or
the Advisor by vote cast in person at a meeting called for the purpose of voting
on such  approval.  The  Advisory  Agreement is  terminable  by the Fund without
penalty  on  60-days'  notice  by the Board of  Trustees  of the Trust or by the
Advisor. The Advisory Agreement provides that it will terminate automatically in
the event of its assignment.

The  Advisor  manages  each Fund's  investments  in  accordance  with the stated
policies  of the Fund,  subject to the  approval of the  Trust's  Trustees.  The
Advisor is  responsible  for  investment  decisions,  and provides the Fund with
portfolio  managers who are authorized by the Trustees to execute  purchases and
sales of  securities.  The  portfolio  managers  for the  Fund are W.  Whitfield
Gardner and John L. Lewis IV. Both are principals of the Advisor. The Trust, the
Advisor, and the Distributor each have adopted a Code of Ethics that permits its
personnel,  subject to such respective Code of Ethics,  to invest in securities,
including securities that may be purchased or held by a Fund. The Advisor's Code
of Ethics subjects its employees'  personal  securities  transactions to various
restrictions to ensure that such trading does not  disadvantage any Fund advised
by the  Advisor.  In  that  regard,  portfolio  managers  and  other  investment
personnel of the Advisor must report their personal securities  transactions and
holdings,  which are reviewed for compliance with the Code of Ethics.  Portfolio
managers  and other  investment  personnel  who comply  with the Code of Ethics'
procedures may be permitted to purchase,  sell or hold securities which also may
be or are held in  Fund(s)  they  manage or for  which  they  otherwise  provide
investment advice.

Monthly  compensation  of the Advisor with  regards to the Fund,  based upon the
Fund's daily average net assets,  is at the annual rate of 1.25%. For the fiscal
year ended August 31, 2000, the Advisor received  $4,108,081 for services to the
Fund. For the fiscal year ended August 31, 1999, the Advisor received $4,502,788
for services to the Fund. For the fiscal year ended August 31, 1998, the Advisor
received $7,337,649 for services to the Fund.

Under  the  Advisory  Agreement,  the  Advisor  is not  liable  for any error of
judgment or mistake of law or for any loss  suffered  by the Fund in  connection
with the performance of such Agreement, except a loss resulting from a breach of
fiduciary  duty with  respect to the receipt of  compensation  for services or a
loss resulting from willful  misfeasance,  bad faith or gross  negligence on the
part of the  Advisor  in the  performance  of its  duties  or from its  reckless
disregard of its duties and obligations under the Agreement.

The employees of the Advisor control the Advisor. W. Whitfield Gardner,  John L.
Lewis, IV and William D.  Zantzinger are affiliated  persons of the Fund and the
Advisor.

Fund Accountant and Administrator.  The Trust has entered into a Fund Accounting
and   Compliance   Administration   Agreement   with  The   Nottingham   Company
("Administrator"),  a North  Carolina  corporation,  whose  address is 105 North
Washington Street, Post Office Box 69, Rocky Mount, North Carolina 27802-0069.

The  Administrator  will  perform  the  following  services  for the  Fund:  (1)
coordinate  with the Custodian and monitor the services it provides to the Fund;
(2) coordinate with and monitor any other third parties  furnishing  services to
the Fund; (3) provide the Fund with necessary office space, telephones and other
communications  facilities and personnel competent to perform administrative and
clerical  functions for the Fund; (4) supervise the maintenance by third parties
of such books and records of the Fund as may be required by  applicable  federal
or state law; (5) prepare or supervise the  preparation  by third parties of all
federal,  state  and local tax  returns  and  reports  of the Fund  required  by
applicable  law; (6) prepare and, after approval by the Trust,  file and arrange
for the  distribution of proxy materials and periodic reports to shareholders of
the Fund as required by applicable  law; (7) prepare and,  after approval by the
Trust,  arrange  for  the  filing  of such  registration  statements  and  other
documents  with the  Securities  and Exchange  Commission  and other federal and
state  regulatory  authorities as may be required by applicable  law; (8) review
and submit to the  officers  of the Trust for their  approval  invoices or other
requests for payment of Fund expenses and instruct the Custodian to issue checks
in payment  thereof;  and (9) take such other action with respect to the Fund as
may be necessary in the opinion of the Administrator to perform its duties under
the  agreement.  The  Administrator  will also provide  certain  accounting  and
pricing services for the Fund.

Compensation of the Administrator, based upon an annual base fee of $50,000 plus
a fee based on the  average  daily net assets of the Fund,  is at the  following
annual rates: 0.20% of the Fund's first $25 million of average daily net assets,
0.15% on the next $25 million,  and 0.075% on average  daily net assets over $50
million.  For the fiscal years ended August 31, 2000,  1999,  and 1998, the Fund
paid administrative fees of and $296,485, $320,167, and $535,138,  respectively.
The  Administrator  also receives a monthly base fund  accounting  fee of $2,250
plus an  annual  asset  based  fee of 1 basis  point  for  fund  accounting  and
recordkeeping services for the Fund. For the fiscal years ended August 31, 2000,
1999, and 1998, the Administrator  received $21,000 each year for such services.
The  Administrator  also charges the Trust for certain  costs  involved with the
daily  valuation of investment  securities and is reimbursed  for  out-of-pocket
expenses.

Transfer  Agent.  The Trust has entered into a Dividend  Disbursing and Transfer
Agent Agreement with NC Shareholder  Services,  LLC ("Transfer  Agent"), a North
Carolina limited liability company,  to serve as transfer,  dividend paying, and
shareholder  servicing  agent for the Fund. The address of the Transfer Agent is
107 North Washington  Street,  Post Office Box 4365, Rocky Mount, North Carolina
27803-0365.  As  compensation  for its services,  the Transfer  Agent receives a
shareholder administration fee of $15.00 per shareholder per year with a minimum
fee of $1,500  per  month,  plus $750 per  month  for each  additional  class of
shares.

Distributor.  Capital  Investment Group, Inc.  ("Distributor"),  Post Office Box
32249, Raleigh,  North Carolina 27622, acts as an underwriter and distributor of
the Fund's shares for the purpose of facilitating  the registration of shares of
the Fund  under  state  securities  laws and to assist  in sales of Fund  shares
pursuant to a Distribution Agreement ("Distribution  Agreement") approved by the
Board of Trustees of the Trust.

In this regard,  the  Distributor  has agreed at its own expense to qualify as a
broker-dealer  under all applicable  federal or state laws in those states which
the Fund shall from time to time identify to the  Distributor as states in which
it wishes to offer its shares for sale, in order that state registrations may be
maintained for the Fund.

The Distributor is a  broker-dealer  registered with the Securities and Exchange
Commission  and a  member  in  good  standing  of the  National  Association  of
Securities Dealers, Inc.

The Distribution Agreement may be terminated by either party upon 60-days' prior
written notice to the other party.

For the fiscal years ended August 31, 2000, 1999, and 1998, the aggregate dollar
amount of sales charges paid on the sale of Fund shares was $10,879, $3,806, and
$52,930,  respectively,  from which the  Distributor  retained  $951,  $315, and
$1,770, respectively.

Custodian.  First  Union  National  Bank  ("Custodian"),  123 S.  Broad  Street,
Philadelphia, Pennsylvania 19109, serves as custodian for the Fund's assets. The
Custodian  acts  as  the  depository  for  the  Fund,  safekeeps  its  portfolio
securities,  collects  all income and other  payments  with respect to portfolio
securities,  disburses  monies at the Fund's  request and  maintains  records in
connection  with its duties as  Custodian.  For its services as  Custodian,  the
Custodian  is  entitled  to  receive  from the Fund an  annual  fee based on the
average net assets of the Fund held by the Custodian.

Independent  Auditors.  The firm of Deloitte & Touche LLP,  Princeton  Forrestal
Village,  116-300  Village  Boulevard,  Princeton,  New Jersey 08540,  serves as
independent auditors for the Fund, audits the annual financial statements of the
Fund,  prepares the Fund's federal and state tax returns,  and consults with the
Fund on matters of accounting and federal and state income taxation.

Independent  auditors  audit the financial  statements of the Fund at least once
each year.  Shareholders will receive annual audited and semi-annual (unaudited)
reports when published and written  confirmation  of all  transactions  in their
account. A copy of the most recent Annual Report will accompany the SAI whenever
a shareholder or a prospective investor requests it.

Legal Counsel. Dechert serves as legal counsel to the Trust and the Fund.

Code of Ethics.  The Trust and the Advisor each has adopted a code of ethics, as
required by applicable law, which is designed to prevent  affiliated  persons of
the  Trust  and  the  Advisor  from  engaging  in  deceptive,  manipulative,  or
fraudulent  activities in connection  with  securities held or to be acquired by
the Funds (which may also be held by persons subject to a code). There can be no
assurance that the codes will be effective in preventing such activities.


                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Purchases.  The purchase price of shares of the Fund is the net asset value next
determined after the order is received.  Net asset value per share is calculated
for  purchases  and  redemption  of shares of the Fund by dividing  the value of
total Fund assets, less liabilities (including Fund expenses,  which are accrued
daily),  by the total number of  outstanding  shares of that Fund. The net asset
value per share of the Fund is determined at the time trading closes on the NYSE
(currently 4:00 p.m. Eastern time,  Monday through  Friday),  except on business
holidays when the NYSE is closed.

The Fund reserves the right in its sole  discretion  (i) to suspend the offering
of its shares, (ii) to reject purchase orders when in the judgment of management
such  rejection is in the best  interest of the Fund and its  shareholders,  and
(iii) to reduce or to waive the minimum for initial and  subsequent  investments
under  circumstances  where  certain  economies can be achieved in sales of Fund
shares.

Sales Charges.  The public offering price of shares of the Fund equals net asset
value plus a sales charge.  The  Distributor  receives this sales charge and may
reallow it in the form of dealer discounts and brokerage commissions as follows:
<TABLE>
<S>                                    <C>                      <C>                       <C>

------------------------------------- ------------------------- ------------------------- -----------------------------------
  Amount of Transaction At Public        Charge As % of Net       Sales Charge As % of       Sales Dealers Discounts and
           Offering Price                 Amount Invested        Public Offering Price      Brokerage Commissions as % of
                                                                                                Public Offering Price
------------------------------------- ------------------------- ------------------------- -----------------------------------
         Less than $50,000                     3.09%                     3.00%                          2.80%
------------------------------------- ------------------------- ------------------------- -----------------------------------
   $50,000 but less than $250,000              2.04%                     2.00%                          1.80%
------------------------------------- ------------------------- ------------------------- -----------------------------------
          $250,000 or more                     1.01%                     1.00%                          0.90%
------------------------------------- ------------------------- ------------------------- -----------------------------------
</TABLE>

From time to time dealers who receive dealer discounts and brokerage commissions
from the Distributor  may reallow all or a portion of such dealer  discounts and
brokerage commissions to other dealers or brokers.  Pursuant to the terms of the
Distribution  Agreement,  the sales charge  payable to the  Distributor  and the
dealer discounts may be suspended, terminated or amended.

The dealer  discounts and brokerage  commissions  schedule  above applies to all
dealers  who have  agreements  with the  Distributor.  The  Distributor,  at its
expense, may also provide additional  compensation to dealers in connection with
sales of shares of the Fund.  Compensation may include  financial  assistance to
dealers in connection  with  conferences,  sales or training  programs for their
employees,  seminars for the public,  advertising  campaigns regarding the Fund,
and/or  other   dealer-sponsored   special  events.  In  some  instances,   this
compensation may be made available only to certain dealers whose representatives
have  sold  or are  expected  to  sell a  significant  amount  of  such  shares.
Compensation  may  include  payment  for  travel  expenses,  including  lodging,
incurred in connection  with trips taken by invited  registered  representatives
and  members  of their  families  to  locations  within or outside of the United
States for meetings or seminars of a business nature.  Dealers may not use sales
of the Fund  shares to qualify for this  compensation  to the extent such may be
prohibited by the laws of any state or any  self-regulatory  agency, such as the
National  Association  of Securities  Dealers,  Inc. None of the  aforementioned
compensation is paid for by the Fund or its shareholders.

Redemptions.  The Fund may suspend redemption privileges or postpone the date of
payment  (i) during any period  that the New York  Stock  Exchange  ("NYSE")  is
closed for other than customary weekend and holiday closings, or that trading on
the NYSE is restricted as determined by the Securities  and Exchange  Commission
("Commission");  (ii) during any period when an  emergency  exists as defined by
the rules of the Commission as a result of which it is not reasonably  practical
for the Fund to dispose of  securities  owned by it, or to determine  fairly the
value of its  assets;  and (iii) for such other  periods as the  Commission  may
permit. The Fund may also suspend or postpone the recordation of the transfer of
shares upon the  occurrence of any of the foregoing  conditions.  Any redemption
may be more or less than the shareholder's cost depending on the market value of
the securities  held by the Fund. No charge is made by the Fund for  redemptions
other than the possible charge for wiring redemption proceeds.

In addition to the situations  described in the Prospectus under "Redeeming Your
Shares," the Fund may redeem shares  involuntarily to reimburse the Fund for any
loss  sustained by reason of the failure of a  shareholder  to make full payment
for shares  purchased by the  shareholder or to collect any charge relating to a
transaction  effected for the benefit of a  shareholder  which is  applicable to
Fund shares as provided in the Prospectus from time to time.


                          SPECIAL SHAREHOLDER SERVICES

The Fund offers the following shareholder services:

Regular Account. The regular account allows for voluntary investments to be made
at  any  time.  Available  to  individuals,  custodians,  corporations,  trusts,
estates,  corporate  retirement  plans and  others,  investors  are free to make
additions and  withdrawals to or from their account as often as they wish.  When
an investor  makes an initial  investment in the Fund, a shareholder  account is
opened in accordance with the investor's  registration  instructions.  Each time
there  is  a  transaction  in a  shareholder  account,  such  as  an  additional
investment or the  reinvestment of a dividend or  distribution,  the shareholder
will receive a confirmation  statement  showing the current  transaction and all
prior transactions in the shareholder  account during the calendar year to date,
along with a summary of the status of the account as of the transaction date. As
stated in the Prospectus, shareholder certificates are not issued.

Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
Fund will  automatically  charge the checking  account for the amount  specified
($100  minimum)  which will be  automatically  invested  in shares at the public
offering price on or about the 21st day of the month. The shareholder may change
the amount of the investment or  discontinue  the plan at any time by writing to
the Fund.

Systematic  Withdrawal Plan.  Shareholders owning shares with a value of $50,000
or more may establish a Systematic  Withdrawal  Plan. A shareholder  may receive
monthly or quarterly payments,  in amounts of not less than $100 per payment, by
authorizing the Fund to redeem the necessary number of shares periodically (each
month,  or quarterly in the months of March,  June,  September  and December) in
order  to  make  the  payments  requested.   The  Fund  has  the  capability  of
electronically  depositing the proceeds of the systematic withdrawal directly to
the  shareholders'  personal  bank  account  ($5,000  minimum  per  bank  wire).
Instructions  for  establishing  this  service  are  included on the Fund Shares
Application,  enclosed in the  Prospectus,  or available by calling the Fund. If
the shareholder  prefers to receive his systematic  withdrawal proceeds in cash,
or if such  proceeds  are less than the $5,000  minimum for a bank wire,  checks
will be made payable to the designated recipient and mailed within 7 days of the
valuation  date.  If the  designated  recipient  is other  than  the  registered
shareholder,  the  signature  of  each  shareholder  must be  guaranteed  on the
application (see "Signature  Guarantees").  A corporation (or partnership)  must
also  submit  a  "Corporate  Resolution"  (or  "Certification  of  Partnership")
indicating the names, titles and required number of signatures authorized to act
on its behalf.  The application  must be signed by a duly authorized  officer(s)
and the corporate seal affixed.  No redemption  fees are charged to shareholders
under this plan.  Costs in conjunction with the  administration  of the plan are
borne by the Fund. Shareholders should be aware that such systematic withdrawals
may  deplete  or use up  entirely  their  initial  investment  and may result in
realized  long-term  or  short-term  capital  gains or  losses.  The  Systematic
Withdrawal Plan may be terminated at any time by the Fund upon 60-days'  written
notice or by a shareholder  upon written  notice to the Fund.  Applications  and
further  details may be obtained  by calling the Fund at  1-800-430-3863,  or by
writing to:

                      The Chesapeake Aggressive Growth Fund
                           107 North Washington Street
                              Post Office Box 4365
                     Rocky Mount, North Carolina 27803-0365

Purchases in Kind. The Fund may accept securities in lieu of cash in payment for
the purchase of shares in the Fund. The acceptance of such  securities is at the
sole  discretion of the Advisor  based upon the  suitability  of the  securities
accepted for inclusion as a long-term  investment of the Fund, the marketability
of such securities, and other factors which the Advisor may deem appropriate. If
accepted,  the securities  will be valued using the same criteria and methods as
described in "Purchase and  Redemption  Price" in the  Prospectus.  Transactions
involving the issuance of shares in the Fund for securities in lieu of cash will
be limited to acquisitions  of securities  (except for municipal debt securities
issued by state political  subdivisions or their agencies or  instrumentalities)
which:  (a) meet the  investment  objective  and  policies of the Fund;  (b) are
acquired for investment and not for resale;  (c) are liquid securities which are
not restricted as to transfer either by law or liquidity of market; and (d) have
a value which is readily  ascertainable  (and not established only by evaluation
procedures) as evidenced by a listing on the American Stock Exchange,  the NYSE,
or NASDAQ.

Redemptions in Kind. The Fund does not intend,  under normal  circumstances,  to
redeem  its  securities  by  payment  in kind.  It is  possible,  however,  that
conditions may arise in the future which would,  in the opinion of the Trustees,
make it  undesirable  for the Fund to pay for all  redemptions  in cash. In such
case,  the  Board  of  Trustees  may  authorize  payment  to be made in  readily
marketable portfolio securities of the Fund.  Securities delivered in payment of
redemptions  would be valued at the same value assigned to them in computing the
net asset value per share.  Shareholders  receiving  them would incur  brokerage
costs when these  securities  are sold. An  irrevocable  election has been filed
under  Rule  18f-1 of the 1940 Act,  wherein  the Fund  committed  itself to pay
redemptions  in cash,  rather than in kind, to any  shareholder of record of the
Fund who redeems during any ninety-day period, the lesser of (a) $250,000 or (b)
one percent (1%) of the Fund's net asset value at the beginning of such period.

Transfer of  Registration.  To transfer shares to another owner,  send a written
request to the Fund at the address shown herein. Your request should include the
following: (1) the Fund name and existing account registration; (2) signature(s)
of the registered owner(s) exactly as the signature(s)  appear(s) on the account
registration;  (3) the new account  registration,  address,  social  security or
taxpayer  identification  number and how  dividends  and capital gains are to be
distributed;  (4) signature  guarantees  (See the  Prospectus  under the heading
"Signature Guarantees"); and (5) any additional documents which are required for
transfer by corporations,  administrators,  executors, trustees, guardians, etc.
If you have any questions about transferring shares, call or write the Fund.

Reduced Sales Charges

      Concurrent Purchases.  For purposes of qualifying for a lower sales charge
investors have the privilege of combining  concurrent  purchases of the Fund and
another  series of the Trust  affiliated  with the Advisor and sold with a sales
charge. For example, if a shareholder  concurrently  purchases shares in another
series of the Trust  affiliated with the Advisor and sold with a sales charge at
the total public offering price of $25,000,  and shares in the Fund at the total
public offering price of $25,000, the sales charge would be that applicable to a
$50,000 purchase as shown in the appropriate  table above. This privilege may be
modified  or  eliminated  at any time or from time to time by the Trust  without
notice thereof.

      Rights of Accumulation.  Pursuant to the right of accumulation,  investors
are permitted to purchase shares at the public offering price  applicable to the
total of (a) the  total  public  offering  price of the  shares of the Fund then
being  purchased plus (b) an amount equal to the then current net asset value of
the  purchaser's  combined  holdings  of the  shares of all of the series of the
Trust  affiliated with the Advisor and sold with a sales charge.  To receive the
applicable  public  offering  price  pursuant  to  the  right  of  accumulation,
investors  must,  at the time of purchase,  provide  sufficient  information  to
permit  confirmation  of  qualification,  and  confirmation  of the  purchase is
subject to such  verification.  This right of  accumulation  may be  modified or
eliminated at any time or from time to time by the Trust without notice.

      Letters of Intent.  Investors  may  qualify  for a lower  sales  charge by
executing a letter of intent.  A letter of intent allows an investor to purchase
shares of the Fund over a 13-month  period at reduced sales charges based on the
total amount  intended to be purchased  plus an amount equal to the then current
net asset value of the purchaser's combined holdings of the shares of all of the
series of the Trust  affiliated  with the Advisor and sold with a sales  charge.
Thus,  a letter of intent  permits an investor to  establish a total  investment
goal to be  achieved by any number of  purchases  over a 13-month  period.  Each
investment made during the period  receives the reduced sales charge  applicable
to the total amount of the intended investment.

The letter of intent does not obligate the investor to purchase,  or the Fund to
sell, the indicated  amount.  If such amount is not invested  within the period,
the investor must pay the difference  between the sales charge applicable to the
purchases made and the charges  previously  paid. If such difference is not paid
by the investor,  the  Distributor  is authorized by the investor to liquidate a
sufficient  number of shares held by the  investor to pay the amount due. On the
initial purchase of shares, if required (or subsequent purchases,  if necessary)
shares equal to at least five  percent of the amount  indicated in the letter of
intent  will be held in escrow  during  the  13-month  period  (while  remaining
registered  in the name of the  investor)  for this  purpose.  The  value of any
shares redeemed or otherwise disposed of by the investor prior to termination or
completion  of the letter of intent  will be deducted  from the total  purchases
made under such letter of intent.

A 90-day  backdating  period can be used to  include  earlier  purchases  at the
investor's cost (without a retroactive downward adjustment of the sales charge);
the 13-month  period would then begin on the date of the first  purchase  during
the 90-day period.  No retroactive  adjustment will be made if purchases  exceed
the  amount  indicated  in the  letter of  intent.  Investors  must  notify  the
Administrator or the Distributor whenever a purchase is being made pursuant to a
letter of intent.

Investors  electing to  purchase  shares  pursuant to a letter of intent  should
carefully  read the  letter of  intent,  which is  included  in the Fund  Shares
Application  accompanying  this  Prospectus or is otherwise  available  from the
Administrator or the  Distributor.  This letter of intent option may be modified
or eliminated at any time or from time to time by the Trust without notice.

      Reinvestments.  Investors may reinvest,  without a sales charge,  proceeds
from a  redemption  of  shares of the Fund in shares of the Fund or in shares of
another  series of the Trust  affiliated  with the Advisor and sold with a sales
charge, within 90 days after the redemption. If the other series charges a sales
charge  higher than the sales charge the investor  paid in  connection  with the
shares redeemed,  the investor must pay the difference.  In addition, the shares
of the series to be acquired must be registered for sale in the investor's state
of residence.  The amount that may be so reinvested may not exceed the amount of
the  redemption  proceeds,  and a written  order for the purchase of such shares
must be  received  by the  Fund or the  Distributor  within  90 days  after  the
effective date of the redemption.

If an investor  realizes a gain on the  redemption,  the  reinvestment  will not
affect the amount of any federal  capital  gains tax payable on the gain.  If an
investor  realizes a loss on the redemption,  the reinvestment may cause some or
all of the loss to be disallowed as a tax deduction,  depending on the number of
shares  purchased by reinvestment  and the period of time that has elapsed after
the redemption, although for tax purposes, the amount disallowed is added to the
cost of the shares acquired upon the reinvestment.

      Purchases by Related Parties and Groups. Reductions in sales charges apply
to purchases by a single "person," including an individual,  members of a family
unit,  consisting of a husband, wife and children under the age of 21 purchasing
securities for their own account, or a trustee or other fiduciary purchasing for
a single fiduciary account or single trust estate.

Reductions in sales  charges also apply to purchases by individual  members of a
"qualified  group." The  reductions  are based on the aggregate  dollar value of
shares  purchased by all members of the  qualified  group and still owned by the
group plus the shares currently being purchased. For purposes of this paragraph,
a qualified group consists of a "company," as defined in the 1940 Act, which has
been in existence for more than six months and which has a primary purpose other
than  acquiring  shares of the Fund at a reduced sales charge,  and the "related
parties" of such company. For purposes of this paragraph, a "related party" of a
company is: (i) any individual or other company who directly or indirectly owns,
controls,  or has the  power to vote  five  percent  or more of the  outstanding
voting securities of such company;  (ii) any other company of which such company
directly or indirectly owns, controls,  or has the power to vote five percent of
more of its outstanding voting securities;  (iii) any other company under common
control with such company;  (iv) any executive  officer,  director or partner of
such  company  or of a related  party;  and (v) any  partnership  of which  such
company is a partner.

      Sales at Net Asset  Value.  The Fund may sell  shares at a purchase  price
equal  to the net  asset  value  of such  shares,  without  a sales  charge,  to
Trustees, officers, and employees of the Trust, the Fund and the Advisor, and to
employees  and  principals  of related  organizations  and their  families,  and
certain parties related thereto,  including  clients and related accounts of the
Advisor. Clients of investment advisors and financial planners may also purchase
shares at net asset value if the  investment  advisor or  financial  planner has
made  arrangements  to permit  them to do so with the  Distributor.  The  public
offering  price of shares of the Fund may also be reduced to net asset value per
share  in  connection  with  the  acquisition  of the  assets  of or  merger  or
consolidation  with a personal holding company or a public or private investment
company.

Exchange  Feature.  Investors may exchange  shares of the Fund for shares of any
other comparable series of the Trust. Shares of the Fund may be exchanged at the
net asset value plus the percentage difference between that series' sales charge
and any  sales  charge  previously  paid in  connection  with the  shares  being
exchanged.  For  example,  if a 2%  sales  charge  was paid on  shares  that are
exchanged  into a series with a 3% sales  charge,  there would be an  additional
sales charge of 1% on the  exchange.  Exchanges may only be made by investors in
states where shares of the other series are  qualified for sale. An investor may
direct the Fund to exchange  his shares by writing to the Fund at its  principal
office. The request must be signed exactly as the investor's name appears on the
account,  and it must also  provide the account  number,  number of shares to be
exchanged,  the name of the series to which the  exchange  will take place and a
statement as to whether the exchange is a full or partial redemption of existing
shares.  Notwithstanding  the foregoing,  exchanges of shares may only be within
the same class or type of class of shares involved. For example, Investor Shares
may not be exchanged for Institutional Shares.

A pattern of frequent  exchange  transactions may be deemed by the Advisor to be
an abusive practice that is not in the best interests of the shareholders of the
Fund.  Such a pattern may, at the  discretion of the Advisor,  be limited by the
Fund's  refusal  to accept  further  purchase  and/or  exchange  orders  from an
investor,  after providing the investor with 60-days' prior notice. The Board of
Trustees of the Trust also reserves the right to suspend or terminate,  or amend
the terms  of,  the  exchange  privilege  upon  60-days'  written  notice to the
shareholders.

The Fund may enter into agreements with one or more brokers,  including discount
brokers and other brokers associated with investment programs,  including mutual
fund "supermarkets,"  pursuant to which such brokers may be authorized to accept
on the Fund's  behalf  purchase and  redemption  orders that are in "good form."
Such brokers may be  authorized  to  designate  other  intermediaries  to accept
purchase and redemption orders on the Fund's behalf.  Under such  circumstances,
the Fund will be deemed to have received a purchase or redemption  order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order.  Such orders will be priced at the Fund's net asset value next determined
after they are accepted by an authorized broker or the broker's designee.


                      ADDITIONAL INFORMATION ON PERFORMANCE

From time to time, the total return of the Fund may be quoted in advertisements,
sales literature,  shareholder reports or other  communications to shareholders.
The Fund computes its "average  annual total return" by determining  the average
annual  compounded  rates of return  during  specified  periods  that equate the
initial amount invested to the ending redeemable value of such investment.  This
is done by determining  the ending  redeemable  value of a  hypothetical  $1,000
initial payment. This calculation is as follows:

                 P(1+T)n = ERV

       Where:    T =       average annual total return.

                 ERV =     ending  redeemable value at the end
                           of  the   period   covered  by  the
                           computation   of   a   hypothetical
                           $1,000    payment   made   at   the
                           beginning of the period.
                 P =       hypothetical   initial  payment   of
                           $1,000 from which  the maximum sales
                           load is deducted.
                 n =       period covered by the  computation,
                           expressed in terms of years.

The Fund may also compute its aggregate  total return,  which is calculated in a
similar manner, except that the results are not annualized.

The calculation of average annual total return and aggregate total return assume
that the maximum  sales load is deducted from the initial  $1,000  investment at
the time it is made  and  that  there is a  reinvestment  of all  dividends  and
capital gain  distributions  on the  reinvestment  dates during the period.  The
ending  redeemable  value is determined by assuming  complete  redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the  computations.  The Fund may also quote other total
return information that does not reflect the effects of the sales load.

The average  annual  total  return for the Fund for the fiscal year ended August
31, 2000 was 58.29%.  The average  annual total return for the Fund for the five
years ended August 31, 2000 was 12.47%.  The average annual total return for the
Fund since inception  (January 4, 1993) through August 31, 2000 was 19.00%.  The
cumulative total return for the Fund since inception through August 31, 2000 was
279.08%.  These quotations  assume that the maximum 3.0% sales load for the Fund
was deducted from the initial investment. The average annual total return of the
Fund for the fiscal year ended August 31, 2000,  for the five years ended August
31, 2000, and since  inception  through August 31, 2000,  without  deducting the
maximum  3.0% sales load,  was 63.18%,  13.15%,  and 19.47%,  respectively.  The
cumulative  total return for the Fund since  inception  through August 31, 2000,
without  deducting the maximum 3.0% sales load, was 290.80%.  These  performance
quotations should not be considered as representative of the Fund's  performance
for any specified period in the future.

The Fund's  performance  may be compared in  advertisements,  sales  literature,
shareholder reports, and other communications to the performance of other mutual
funds having similar objectives or to standardized  indices or other measures of
investment performance.  In particular,  the Fund may compare its performance to
the  S&P  500  Total  Return  Index  which  is   generally   considered   to  be
representative  of the performance of unmanaged  common stocks that are publicly
traded in the United States  securities  markets.  The Fund may also compare its
performance  to the Russell  2000 Index,  which is  generally  considered  to be
representative  of  the  performance  of  unmanaged  common  stocks  of  smaller
capitalization   companies  that  are  publicly  traded  in  the  United  States
securities markets.  Comparative  performance may also be expressed by reference
to a ranking  prepared  by a mutual  fund  monitoring  service or by one or more
newspapers, newsletters or financial periodicals. The Fund may also occasionally
cite  statistics to reflect its  volatility  and risk. The Fund may also compare
its  performance  to other  published  reports of the  performance  of unmanaged
portfolios of companies.  The performance of such unmanaged portfolios generally
does not reflect the effects of dividends or dividend  reinvestment.  Of course,
there  can be no  assurance  that the Fund  will  experience  the same  results.
Performance  comparisons  may be useful to  investors  who wish to  compare  the
Fund's past  performance to that of other mutual funds and investment  products.
Of course, past performance is not a guarantee of future results.

The Fund's performance  fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate  daily.  Both net earnings and net asset
value per share are  factors in the  computation  of total  return as  described
above.

As indicated, from time to time, the Fund may advertise its performance compared
to similar funds or portfolios using certain indices,  reporting  services,  and
financial publications. These may include the following:

o      Lipper Analytical  Services,  Inc. ranks funds in various fund categories
       by making  comparative  calculations  using total  return.  Total  return
       assumes the  reinvestment of all capital gains  distributions  and income
       dividends  and takes into  account  any change in net asset  value over a
       specific period of time.

o      Morningstar, Inc., an independent rating service, is the publisher of the
       bi-weekly  Mutual Fund  Values.  Mutual Fund Values rates more than 1,000
       NASDAQ-listed mutual funds of all types, according to their risk-adjusted
       returns.  The maximum rating is five stars, and ratings are effective for
       two weeks.

Investors may use such indices in addition to the Fund's  Prospectus to obtain a
more complete view of the Fund's performance before investing.  Of course,  when
comparing the Fund's  performance  to any index,  factors such as composition of
the index and prevailing market conditions should be considered in assessing the
significance of such comparisons. When comparing funds using reporting services,
or  total  return,   investors  should  take  into  consideration  any  relevant
differences in funds such as permitted  portfolio  compositions and methods used
to value portfolio  securities and compute  offering price.  Advertisements  and
other sales  literature for the Fund may quote total returns that are calculated
on  non-standardized  base  periods.  The total  returns  represent the historic
change in the value of an investment  in the Fund based on monthly  reinvestment
of dividends over a specified period of time.

From  time  to  time  the  Fund  may   include  in   advertisements   and  other
communications information,  charts, and illustrations relating to inflation and
the effects of inflation on the dollar,  including the  purchasing  power of the
dollar at various  rates of  inflation.  The Fund may also disclose from time to
time  information  about its portfolio  allocation  and holdings at a particular
date (including  ratings of securities  assigned by independent  rating services
such as S&P and Moody's). The Fund may also depict the historical performance of
the securities in which the Fund may invest over periods reflecting a variety of
market or economic  conditions  either alone or in comparison  with  alternative
investments,  performance indices of those investments,  or economic indicators.
The Fund may also  include  in  advertisements  and in  materials  furnished  to
present and prospective shareholders statements or illustrations relating to the
appropriateness  of types of securities and/or mutual funds that may be employed
to meet specific  financial  goals,  such as saving for  retirement,  children's
education, or other future needs.


                              FINANCIAL STATEMENTS

The audited  financial  statements  of the Fund for the fiscal year ended August
31, 2000,  including the financial  highlights appearing in the Annual Report to
shareholders, are incorporated by reference and made a part of this document.

<PAGE>

                                   APPENDIX A

                             DESCRIPTION OF RATINGS

The Fund will  normally  be at least 90%  invested in  equities.  As a temporary
defensive  position,  however,  the Fund may  invest up to 100% of its assets in
investment grade bonds, U.S. Government Securities,  repurchase  agreements,  or
money market instruments  ("Investment-Grade  Debt  Securities").  When the Fund
invests in Investment Grade-Debt Securities as a temporary defensive measure, it
is not pursuing its investment objective.  Under normal circumstances,  however,
the Fund may invest in money market  instruments  or  repurchase  agreements  as
described  in the  Prospectus.  The  various  ratings  used  by  the  nationally
recognized securities rating services are described below.

A rating by a rating service  represents the service's  opinion as to the credit
quality of the security  being rated.  However,  the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer.  Consequently,  the Advisor  believes  that the quality of fixed  income
securities in which the Fund may invest should be continuously reviewed and that
individual analysts give different weightings to the various factors involved in
credit analysis.  A rating is not a recommendation  to purchase,  sell or hold a
security because it does not take into account market value or suitability for a
particular  investor.  When a security  has received a rating from more than one
service,  each rating is evaluated  independently.  Ratings are based on current
information  furnished  by the issuer or  obtained by the rating  services  from
other sources that they consider reliable.  Ratings may be changed, suspended or
withdrawn as a result of changes in or unavailability  of such  information,  or
for other reasons.

Standard & Poor's Ratings  Services.  The following  summarizes the highest four
ratings used by Standard & Poor's Ratings  Services  ("S&P") for bonds which are
deemed to be Investment-Grade Debt Securities by the Advisor:

       AAA - This is the highest rating assigned by S&P to a debt obligation and
       indicates  an  extremely  strong  capacity  of the  obligor  to meet  its
       financial commitment on the obligation.

       AA - Debt rated AA differs  from AAA issues only in a small  degree.  The
       obligor's capacity to meet its financial  commitment on the obligation is
       very strong.

       A - Debt rated A is somewhat more  susceptible to the adverse  effects of
       changes  in   circumstances   and  economic   conditions   than  debt  in
       higher-rated  categories.  However,  the  obligor's  capacity to meet its
       financial commitment on the obligation is still strong.

       BBB - Debt rated BBB exhibits adequate  protection  parameters.  However,
       adverse economic conditions or changing  circumstances are more likely to
       lead  to a  weakened  capacity  of the  obligor  to  meet  its  financial
       commitment on the obligation.

To  provide  more  detailed  indications  of credit  quality,  the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

Bonds  rated  BB, B,  CCC,  CC and C are not  considered  by the  Advisor  to be
Investment-Grade  Debt  Securities  and are  regarded,  on  balance,  as  having
significant  speculative  characteristics with respect to the obligor's capacity
to meet its  financial  commitment  on the  obligation.  BB indicates the lowest
degree of speculation and C the highest degree of speculation.  While such bonds
may have some quality and protective characteristics, these may be outweighed by
large uncertainties or major risk exposures to adverse conditions.

Commercial  paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong.  Those issues  determined to possess  extremely strong
safety  characteristics  are  denoted  A-1+.  Capacity  for  timely  payment  on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.

The rating  SP-1 is the highest  rating  assigned by S&P to short term notes and
indicates strong capacity to pay principal and interest.  An issue determined to
possess  a very  strong  capacity  to pay  debt  service  is  given  a plus  (+)
designation.  The rating SP-2 indicates a satisfactory capacity to pay principal
and interest,  with some vulnerability to adverse financial and economic changes
over the term of the notes.

Moody's  Investors  Service,  Inc.  The  following  summarizes  the highest four
ratings used by Moody's Investors Service,  Inc. ("Moody's") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:

       Aaa - Bonds that are rated Aaa are judged to be of the best quality. They
       carry the smallest degree of investment  risk and are generally  referred
       to as "gilt  edge."  Interest  payments  are  protected  by a large or an
       exceptionally  stable margin and  principal is secure.  While the various
       protective  elements  are  likely  to  change,  such  changes  as  can be
       visualized are most unlikely to impair the fundamentally  strong position
       of such issues.

       Aa - Bonds  that are  rated Aa are  judged to be of high  quality  by all
       standards.  Together  with the Aaa group they comprise what are generally
       known as  high-grade  bonds.  They are rated  lower  than the best  bonds
       because margins of protection may not be as large as in Aaa securities or
       fluctuation of protective  elements may be of greater  amplitude or there
       may be other  elements  present  which make the  long-term  risks  appear
       somewhat larger than in Aaa securities.

       A - Debt which is rated A possesses many favorable investment  attributes
       and is to be  considered  as an upper  medium grade  obligation.  Factors
       giving  security to principal  and interest are  considered  adequate but
       elements may be present  which  suggest a  susceptibility  to  impairment
       sometime in the future.

       Baa - Debt which is rated Baa is considered as a medium grade obligation,
       i.e.,  it is  neither  highly  protected  nor  poorly  secured.  Interest
       payments  and  principal  security  appear  adequate  for the present but
       certain protective  elements may be lacking or may be  characteristically
       unreliable  over any great  length of time.  Such debt lacks  outstanding
       investment characteristics and in fact has speculative characteristics as
       well.

Moody's applies numerical modifiers (l, 2 and 3) with respect to bonds rated Aa,
A and Baa.  The  modifier 1  indicates  that the bond being  rated  ranks in the
higher end of its generic rating category;  the modifier 2 indicates a mid-range
ranking;  and the  modifier 3 indicates  that the bond ranks in the lower end of
its  generic  rating  category.  Bonds  which are  rated Ba, B, Caa,  Ca or C by
Moody's are not considered  "Investment-Grade  Debt  Securities" by the Advisor.
Bonds rated Ba are judged to have  speculative  elements  because  their  future
cannot be  considered  as well assured.  Uncertainty  of position  characterizes
bonds in this class,  because the protection of interest and principal  payments
often may be very moderate and not well safeguarded.

Bonds  which  are  rated  B  generally  lack   characteristics  of  a  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the  security  over any long period for time may be small.  Bonds
which are rated Caa are of poor standing.  Such  securities may be in default or
there may be present  elements of danger with  respect to principal or interest.
Bonds which are rated Ca represent  obligations  which are speculative in a high
degree.  Such  issues are often in default  or have other  marked  shortcomings.
Bonds which are rated C are the lowest  rated class of bonds and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

The rating Prime-1 is the highest  commercial  paper rating assigned by Moody's.
Issuers  rated Prime-1 (or  supporting  institutions)  are  considered to have a
superior  ability for repayment of short-term  promissory  obligations.  Prime-1
repayment   ability  will  often  be   evidenced   by  many  of  the   following
characteristics:  leading market positions in well-established  industries; high
rates of return on funds employed;  conservative  capitalization structures with
moderate reliance on debt and ample asset  protection;  broad margins in earning
coverage of fixed financial charges and high internal cash generation;  and well
established  access to a range of  financial  markets  and  assured  sources  of
alternative  liquidity.  Issuers rated Prime-2 (or supporting  institutions) are
considered  to have a strong  ability for  repayment  of  short-term  promissory
obligations.  This will normally be evidenced by many of the  characteristics of
issuers  rated  Prime-1 but to a lesser  degree.  Earnings  trends and  coverage
ratios,  while  sound,  will  be  more  subject  to  variation.   Capitalization
characteristics,  while  still  appropriated  may be more  affected  by external
conditions. Ample alternate liquidity is maintained.

The following  summarizes the two highest ratings used by Moody's for short-term
notes and variable rate demand obligations:

       MIG-l;  VMIG-l - Obligations  bearing these  designations are of the best
       quality,  enjoying strong protection by established cash flows,  superior
       liquidity  support or demonstrated  broad-based  access to the market for
       refinancing.

       MIG-2;  VMIG-2 -  Obligations  bearing these  designations  are of a high
       quality with ample margins of protection.

Duff & Phelps  Credit  Rating Co. The  following  summarizes  the  highest  four
ratings  used by Duff & Phelps  Credit  Rating Co.  ("D&P")  for bonds which are
deemed to be Investment-Grade Debt Securities by the Advisor:

       AAA - Bonds that are rated AAA are of the  highest  credit  quality.  The
       risk factors are  considered to be  negligible,  being only slightly more
       than for risk-free U.S. Treasury debt.

       AA - Bonds  that are  rated  AA are of high  credit  quality.  Protection
       factors are  strong.  Risk is modest but may vary  slightly  from time to
       time because of economic conditions.

       A - Bonds rated A have average but adequate protection factors.  The risk
       factors are more variable and greater in periods of economic stress.

       BBB - Bonds rated BBB have below average protection factors but are still
       considered  sufficient  for  prudent  investment.  There is  considerable
       variability in risk during economic cycles.

Bonds  rated  BB,  B and  CCC by D&P are not  considered  Investment-Grade  Debt
Securities  and are regarded,  on balance,  as  predominantly  speculative  with
respect to the issuer's  ability to pay interest and make principal  payments in
accordance with the terms of the obligations.  BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.

The rating Duff l is the highest  rating  assigned by D&P for  short-term  debt,
including commercial paper. D&P employs three designations,  Duff l+, Duff 1 and
Duff 1- within the highest rating category.  Duff l+ indicates highest certainty
of timely payment.  Short-term  liquidity,  including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S.  Treasury  short-term  obligations."  Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and  supported  by  good  fundamental   protection  factors.  Risk  factors  are
considered  to be minor.  Duff 1- indicates  high  certainty of timely  payment.
Liquidity  factors  are  strong and  supported  by good  fundamental  protection
factors. Risk factors are very small.

Fitch Investors Service,  Inc. The following summarizes the highest four ratings
used by Fitch Investors Service, Inc. ("Fitch") for bonds which are deemed to be
Investment-Grade Debt Securities by the Advisor:

       AAA - Bonds are  considered  to be  investment  grade and of the  highest
       credit quality.  The obligor has an  exceptionally  strong ability to pay
       interest  and  repay  principal,  which is  unlikely  to be  affected  by
       reasonably foreseeable events.

       AA - Bonds are considered to be investment  grade and of very high credit
       quality.  The  obligor's  ability to pay interest and repay  principal is
       very  strong,  although  not quite as strong as bonds rated AAA.  Because
       bonds rated in the AAA and AA categories are not significantly vulnerable
       to foreseeable future  developments,  short-term debt of these issuers is
       generally rated F-1+.

       A - Bonds that are rated A are  considered to be investment  grade and of
       high credit  quality.  The  obligor's  ability to pay  interest and repay
       principal  is  considered  to be strong,  but may be more  vulnerable  to
       adverse changes in economic  conditions and circumstances than bonds with
       higher ratings.

       BBB - Bonds  rated  BBB are  considered  to be  investment  grade  and of
       satisfactory  credit quality.  The obligor's  ability to pay interest and
       repay principal is considered to be adequate. Adverse changes in economic
       conditions and  circumstances,  however,  are more likely to have adverse
       impact  on  these  bonds,  and  therefore  impair  timely  payment.   The
       likelihood  that the  ratings of these  bonds will fall below  investment
       grade is higher than for bonds with higher ratings.

To  provide  more  detailed  indications  of credit  quality,  the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within a rating category.  A "ratings  outlook" is used to describe the
most likely  direction of any rating  change over the  intermediate  term. It is
described as "Positive" or "Negative".  The absence of a designation indicates a
stable outlook.

Bonds  rated BB, B and CCC by Fitch  are not  considered  Investment-Grade  Debt
Securities  and are regarded,  on balance,  as  predominantly  speculative  with
respect to the issuer's  ability to pay interest and make principal  payments in
accordance with the terms of the obligations.  BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.

The following  summarizes  the two highest  ratings used by Fitch for short-term
notes, municipal notes, variable rate demand instruments and commercial paper:

       F-1+ -  Instruments  assigned  this  rating  are  regarded  as having the
       strongest degree of assurance for timely payment.

       F-1 -  Instruments  assigned  this rating  reflect an assurance of timely
       payment only slightly less in degree than issues rated F-1+.

The term symbol "LOC"  indicates  that the rating is based on a letter of credit
issued by a commercial bank.

<PAGE>



________________________________________________________________________________


                            THE CHESAPEAKE AGGRESSIVE
                                   GROWTH FUND

________________________________________________________________________________

                 a series of the Gardner Lewis Investment Trust






                               Annual Report 2000


                          FOR THE YEAR ENDED AUGUST 31



                               INVESTMENT ADVISOR
                         Gardner Lewis Asset Management
                        285 Wilmington-West Chester Pike
                         Chadds Ford, Pennsylvania 19317



                      THE CHESAPEAKE AGGRESSIVE GROWTH FUND
                           107 North Washington Street
                             Post Office Drawer 4365
                     Rocky Mount, North Carolina 27803-0365
                                 1-800-430-3863


This report and the financial  statements contained herein are submitted for the
general  information  of  the  shareholders  of the  Fund.  This  report  is not
authorized for distribution to prospective investors in the Fund unless preceded
or accompanied by an effective  prospectus.  Mutual fund shares are not deposits
or obligations of, or guaranteed by, any depository institution.  Shares are not
insured by the FDIC,  Federal Reserve Board or any other agency, and are subject
to  investment  risks,  including  possible loss of principal  amount  invested.
Neither the fund nor the fund's distributor is a bank.

For more  information  about The Chesapeake  Aggressive  Growth Fund,  including
charges and expenses,  call the fund for a free prospectus.  You should read the
prospectus carefully before you invest or send money.

<PAGE>

[LETTERHEAD]
                       _________________________________

                              THE CHESAPEAKE FUNDS
                       _________________________________


                                             October 2, 2000



Dear Shareholder:

         The Chesapeake  Aggressive  Growth Fund closed the third quarter with a
year-to-date  gain of 1.6%. This gain compares to a loss of 1.4% for the S&P 500
and a gain of 4.2% for the  Russell  2000.  The fund was down 2.7% for the third
quarter.  As a  result  of  our  concentration  on  fundamentals,  avoidance  of
speculative  excess,  and focus on companies without heavy sensitivity to things
like interest  rates and energy  pricing,  our portfolio has benefited in a year
that has been  difficult  for many  growth  investors.  The  Nasdaq  Composite's
decline of over 25% from its March high and its loss of almost 10%  year-to-date
give some context to the difficulty  investors have faced, as well as the degree
to which the market has already digested their concerns.

         Although  the market  continues  to be  volatile,  its  volatility  has
dissipated when compared to the spring. And despite the pain this volatility has
caused,  it is in fact a  healthy  thing.  The  market is  simply  undergoing  a
systematic cleansing,  purging the excesses left within it. The result should be
the  realignment  of  companies'  stock  prices  in the  context  of  reasonable
prospects for them. This cleansing began with the internet related space and has
now worked its way through much of the market.

         Most  importantly,  most  companies  with negative cash flow and little
hope of near term  profitability  have now been all but  abandoned by investors.
Prior darlings are on the ropes both financially and in the eyes of Wall Street.
Examples of these abound.  TheGlobe,  one of the hottest  IPO's in history,  now
trades at $0.25 per share, down from $40. Priceline now trades at $12, down from
$160,  emphasizing the fact that ultimately a company's stock price reflects its
underlying  business.  Despite this,  investors have not changed their attitudes
about the  opportunities  that continue to develop as a result of the tremendous
changes occurring in the global economy.

         Although  it  sometimes  becomes  overly  enthusiastic,  the  investing
community does not become enamored without reason. Opportunities relating to the
internet,  telecom,  and technology are just as strong today as they were before
investors got carried away with their  enthusiasm  for companies that might have
participated  in them.  Thus, it is not the  opportunity  that has changed,  but
investors'  willingness to extrapolate  unrealistic rates of growth.  The bottom
line is that  expectations  were too high and progress toward earnings too slow.
Therefore, the capital needed to execute many companies' strategies dried up and
as a result large  numbers of them will perish,  unable to construct the rest of
the  bridge  necessary  to  bring  them  profit.  In their  place  will be those
companies  whose  approach has been more  measured,  those more soundly  footed,
those with the capital, knowledge, and ability to execute.

         Similar cycles of enthusiasm have occurred  throughout  modern economic
history.  The advent of the steam  locomotive in the 19th century created a rush
of investment that  capitalized  hundreds of marginal  railroads that eventually
failed or were  consolidated  into their  stronger  competitors.  Likewise,  the
telephone spawned hundreds of publicly traded telephone companies, almost all of
which failed or were overtaken.

<PAGE>

         Then, just as now,  investors  recognized  profound  changes that would
drive the economy in ways never before  possible.  Their  enthusiasm  eventually
overtook  reason,  some good capital chased poor business plans,  but eventually
rational thinking returned.  Most importantly though, the economy sailed through
these sentiment changes virtually untouched, and investors were able to re-focus
on those enterprises benefiting most directly from the newfound productivity and
its resultant prosperity.

         Imagine a decades old telecom emerging the victor in the bandwidth war,
or an old-line  retailer the victor in  e-tailing.  We sure can, as we can those
working in conjunction with them.  Companies like these now have the opportunity
to  capitalize on the  misfortune  of others  before them,  who may have had the
right idea but an inability to see it to fruition.

         Wall Street  represents  human  nature.  It has an ability to fixate as
well as carry to extreme. Prior to the spring of this year the sky was the limit
for a  promising  company's  stock  price.  But from spring  until early  summer
interest rates cast a shadow over the market,  dampening  investors'  excitement
and in turn becoming  almost all that was talked  about.  In fact, at that time,
most  investors  could have told you when the Fed would next meet.  This,  as we
discussed  in our last  letter,  signaled  that  concerns  regarding  rates were
already  factored  into stock  prices.  With the focus now having  changed,  the
likelihood  today is that an amazing  number of investors  have no idea that the
Fed meets on October 3rd. Why?  Because the fixation is  different.  It has gone
from  interest  rates to the economic  impact of higher energy prices and a much
lower Euro/Dollar exchange.

         Ironically,  because of the status of energy  prices and the Euro,  the
market is now more focused on the potential need for a rate cut than a hike, and
the  word  stagflation  has  entered  the mix.  As a  result,  governments  have
intervened  to support the Euro and a concerted  effort is taking place to lower
energy prices. In other words, these issues have taken center stage.  Therefore,
our position on them is the same as was our position on rates this summer. These
cards are on the table!  Thus,  investors  have already been  discounting  these
factors into stock prices, and in many cases this discounting has gone too far.

         In the last several weeks it has not only been  difficult for stocks to
rise,  but also there has been  significant  selling  pressure  on many we think
unaffected by current macro issues.  However,  coming  earnings  periods  should
start to create distinction. As to the economy as a whole, we are less concerned
that energy and Euro  related  issues will become far more  problematic,  but if
they do, our portfolio,  as always, is constructed to minimize any macroeconomic
impact on our companies' earnings.

         The slowing of the  market's  rate of rise is a good  thing.  So too is
investors'  renewed  scrutiny of fundamentals  and valuation.  A more normalized
environment  is a longer  lasting one in which stock prices react to information
more rationally.  It is one where research  typically pays off and one we should
now be that much closer to.

         In one final note,  we would like to welcome Brian  Konigsberg  and Tom
Wilcox to our research  staff and Kristine  Woodruff to  administration.  Have a
pleasant holiday season!

Sincerely,


/S/ W. Whitfield Gardner                             /s/ John L. Lewis, IV

W. Whitfield Gardner                                 John L. Lewis, IV

<PAGE>

                  ___________________________________________

                     THE CHESAPEAKE AGGRESSIVE GROWTH FUND
                  ___________________________________________


                               September 30, 2000

Investment Strategy
--------------------------------------------------------------------------------

The  Chesapeake  Aggressive  Growth Fund seeks  capital  appreciation  primarily
through investments in small and medium growth equities.  The cornerstone of the
fund's  intensive  in-house  fundamental  analysis is constant  contact with the
management,  customers, competitors, and suppliers of both current and potential
investments.


Investment Guidelines
--------------------------------------------------------------------------------

The Fund seeks companies that:

o  are  experiencing  a rapid  growth  rate -  companies  in our  portfolio  are
   forecasted to grow their profits in excess of 20% annually;
o  are selling at a stock price not yet fully reflective of their growth rate;
o  are  undergoing  a  positive  change  created by new  products,  managements,
   distribution strategies or manufacturing technologies;
o  have a strong balance sheet
o  are less susceptible to macroeconomic change.


The Largest Industry Groups
--------------------------------------------------------------------------------

Business Services            3.7%
Computer Software            7.0%
Computer & Peripherals       6.6%
Electronics/Instruments      9.7%
Energy Services              8.1%
Financial Services           5.8%
Healthcare Delivery          5.1%
Pharmaceuticals              6.7%
Semiconductors & Related    21.5%
All Others                  18.3%


About The Investment Advisor
--------------------------------------------------------------------------------

Gardner Lewis Asset  management  serves as investment  advisor to the Chesapeake
Family of Funds.  Overall,  through the funds and separately  managed  accounts,
Gardner  Lewis  invests  approximately  $4 billion in growth  equities  for both
institutions and individuals including some of the top foundations,  endowments,
and pension  plans in the U.S.  Gardner  Lewis was founded in 1990 and employs a
staff of 34. The research team is comprised of 17.

<PAGE>



Ten Largest Holdings
--------------------------------------------------------------------------------

1. Power-One, Inc.                    7.9%
2. TriQuint Semiconductor             3.4%
3. McDATA Corp.                       3.4%
4. EMC Corporation                    3.3%
5. Semtech Corp.                      3.0%
6. Lifepooint Hospitals Inc.          3.0%
7. Jones Apparel Group, Inc.          2.7%
8. Gilead Sciences, Inc.              2.1%
9. Americredit Corp.                  1.9%
10.Cognizant Tech. Solutions          1.9%


Portfolio Characteristics
--------------------------------------------------------------------------------

Overall Assets ($MM)                   279
Number of Companies                     93
5 Yr. Historical Earnings Growth       20%
Earnings Growth - net year             37%
P/E Ratio - next year                   21
  (Gardner Lewis earnings estimates)


Performance Summary
--------------------------------------------------------------------------------

                                                            Annualized
--------------------------------------------------------------------------------
The Chesapeake               Quarter      1 Year       5 Year        Since
Aggressive Growth Fund         End                                 Inception
--------------------------------------------------------------------------------
Without the sales load
             deduction        -2.7%        39.4%        10.4%         17.5%
--------------------------------------------------------------------------------
    Net of the maximum
          Sales load^1        -5.6%        35.2%         9.7%         17.0%
--------------------------------------------------------------------------------


1  The maximum sales load for the Fund is 3%. The inception date of the Fund was
   January 4, 1993. The performance  quoted  represents past  performance and is
   not a guarantee of future  results.  Share price and  investment  return will
   vary, so you may have a gain or loss when you sell shares.



For more complete information regarding The Fund including charges and expenses,
obtain a prospectus  by calling the Fund  directly at  (800)430-3863  or Gardner
        Lewis Asset Management, the Investment Advisor at (610)558-2800.


                Must be accompanied or preceded by a prospectus.
                   Capital Investment Group, Inc., Distributor
                            Raleigh, NC (800)525-3863

<PAGE>
<TABLE>
<S>   <C>   <C>                                 <C>                <C>      <C>                               <C>

                                             ___________________________________________

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND
                                             ___________________________________________


                                                      PORTFOLIO OF INVESTMENTS
                                                            (unaudited)
                                                         September 30, 2000


------------------------------------------------------------     ----------------------------------------------------------
    Quantity         Security                   Market Value       Quantity       Security                     Market Value
============================================================     ==========================================================
      35,000 ART Technology Group, Inc.           3,316,250          37,500 International Rectifier, Inc.        1,893,750
      69,500 ASM International N.V.               1,216,250         281,900 Jones Apparel Group, Inc.            7,470,350
       3,779 Acclaim Entertainment Wrnts                151          39,700 Kopin Corp.                            714,600
       5,056 Acclaim Entertainment, Inc.- R           8,848         128,200 LSI Logic Corp.                      3,749,850
      13,701 Akamai Technologies                    719,517         182,200 LTX Corp.                            3,450,412
     100,800 American Capital Strategies          2,387,700         103,700 Lam Research Corp.                   2,171,219
      37,900 American Freightways Corp.             601,662          63,000 Lifeminders, Inc.                    1,445,062
     181,600 Americredit Corp.                    5,232,350         231,400 Lifepoint Hospitals Inc.             8,214,700
     112,200 Amkor Technology Inc.                2,931,225          29,200 MKS Instruments, Inc.                  799,350
      85,000 Antec Corp.                          2,507,500          57,300 MRV Communications, Inc.             2,596,406
     100,550 Atlas Air Inc.                       4,248,237          81,100 Marine Drilling Companies, Inc       2,316,419
     176,600 Atmel Corp.                          2,682,112          75,000 McDATA Corp.                         9,216,797
   3,281,536 Aura Systems, Inc.                   2,953,382          67,100 Michaels Stores, Inc.                2,684,000
     140,700 BE Aerospace, Inc.                   2,268,787          59,900 Nabors Industries, Inc.              3,138,760
      58,600 Bally Total Fitness Holdings         1,465,000          79,400 National Oilwell Inc.                2,481,250
     108,700 Biomatrix, Inc.                      1,902,250          58,300 Netro Corp.                          3,454,275
      84,750 Biomet, Inc.                         2,966,250         101,100 Novellus Systems, Inc.               4,707,469
      56,200 Brooks Automation, Inc.              1,861,625         147,500 O2Micro International Ltd.           2,537,461
     122,000 CEC Entertainment Inc.               3,904,000          69,100 Omnivision Technologies, Inc.        2,500,556
      28,800 CV Therapeutics, Inc.                2,240,100          75,100 Onyx Software, Corp.                 1,548,937
      64,950 Cable Design Technologies            1,579,097          85,800 Peregrine Systems, Inc.              1,624,837
     291,400 Caremark RX, Inc.                    3,278,250          30,800 Phone.com, Inc.                      3,499,650
      81,400 Cash America International             595,237          56,000 Pinnacle Holdings, Inc.              1,491,000
      93,000 Checkfree Corp.                      3,895,828          66,000 PolyMedica Corp.                     2,829,750
     130,900 Cognizant Technology Solutions       5,105,100         356,400 Power-One, Inc.                     21,567,769
      35,920 Comverse Technology, Inc.            3,879,360          51,600 Progenics Pharmaceuticals            1,415,775
      20,100 Critical Path Inc.                   1,221,075          97,700 RadVision, Ltd.                      2,753,919
      97,700 DMC Stratex Networks, Inc.           1,569,306         171,400 Rowan Companies                      4,970,600
      58,300 Diversinet Corp.                       342,512          54,000 SEI Investments Company              3,820,500
      42,900 Dupont Photomask, Inc.               2,520,375         193,800 Semtech Corp.                        8,357,625
      50,000 Dynatech Corp.                       1,518,750          79,900 Sonic Automotive, Inc.                 664,169
      92,000 EMC Corporation                      9,119,500          56,000 Southern Energy                      1,757,000
     255,300 EXcelon Corp.                        3,159,337         103,300 Swift Transportation Co.             1,349,356
      82,000 Edison Schools, Inc.                 2,603,500          85,700 Texas BioTechnology Corp.            1,371,200
     110,600 Ensco International, Inc.            4,230,450          66,800 Titan Pharmaceuticals                4,342,000
      58,100 First American Financial             1,212,837         253,900 TriQuint Semiconductor               9,251,481
     105,400 First Health Group Corp.             3,399,150          31,280 Universal Health Services, Inc       2,678,350
      60,000 Galileo Technology Ltd.              1,905,000         106,017 Varco International, Inc.            2,206,479
      58,700 Getty Images Inc. New                1,786,681          36,600 Veeco Instruments, Inc.              3,889,322
      51,300 Gilead Sciences, Inc.                5,626,969          71,200 Verity, Inc.                         2,540,950
     118,700 Global Industries, Ltd.              1,483,750          96,700 Viasystems Group, Inc                1,643,900
      74,600 ILEX Oncology, Inc.                  2,247,325          60,400 Westell Technologies, Inc.             777,650
      61,500 Immunomedics                         1,287,656          64,100 Western Wireless Corp.               2,283,562
      43,725 Insight Enterprises, Inc.            1,191,506          11,956 Wilshire Technologies Warrants             120
      45,100 Integrated Devices Tech.             4,081,550         217,300 Wolverine World Wide, Inc.           2,023,606
      33,400 Interdigital Communications            467,600          31,300 Zale Corporation                     1,015,294
     143,500 International Fibercom Inc.          2,098,687
                                                                            TOTAL EQUITY                       274,037,077

                                                                            CASH EQUIVALENT                      4,923,207

                                                                            TOTAL ASSETS                       278,960,284
</TABLE>
<PAGE>

                      THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                     Performance Update - $25,000 Investment

        For the period from January 4, 1993 (Commencement of Operations)
                               to August 31, 2000


[LINE GRAPH]:

                                       Value of Investment
--------------------------------------------------------------------------------
                  The Chesapeake            Russell 2000         S&P 500 Total
 Date         Aggressive Growth Fund           Index             Return Index
--------------------------------------------------------------------------------
01/04/93              $24,250                 $25,000              $25,000
02/28/93               24,066                  25,301               25,562
08/31/93               28,765                  28,007               27,113
02/28/94               35,797                  30,207               27,692
08/31/94               33,489                  29,273               28,596
02/28/95               36,044                  29,188               29,731
08/31/95               51,058                  34,888               34,730
02/29/96               46,152                  37,398               40,048
08/31/96               44,517                  38,725               41,234
02/28/97               50,735                  42,088               50,526
08/31/97               62,831                  49,872               57,995
02/28/98               64,010                  54,728               68,212
08/31/98               42,652                  40,288               62,689
02/28/99               51,097                  47,072               81,675
08/31/99               58,075                  51,718               87,655
02/29/00              100,165                  70,311               91,255
08/31/00               94,769                  65,882              101,959


This graph depicts the  performance  of The  Chesapeake  Aggressive  Growth Fund
versus  the S&P 500  Total  Return  Index  and the  Russell  2000  Index.  It is
important to note that The Chesapeake Aggressive Growth Fund is a professionally
managed  mutual fund while the indices are not available for  investment and are
unmanaged. The comparison is shown for illustrative purposes only.


                           Average Annual Total Return

---------------------------- ----------- ------------- -------------------------
                                                          Since Commencement
                              One Year    Five Years    Of Operations (1/4/93)
---------------------------- ----------- ------------- -------------------------
       No Sales Load           63.18 %      13.15 %              19.47 %
---------------------------- ----------- ------------- -------------------------
  3.00% Maximum Sales Load     58.29 %      12.47 %              19.00 %
---------------------------- ----------- ------------- -------------------------


>>   The graph  assumes an initial  $25,000  investment  ($24,250  after maximum
     sales load of 3.00%) at January 4, 1993  (commencement of operations).  All
     dividends and distributions are reinvested.

>>   At August 31,  2000,  the value of The  Chesapeake  Aggressive  Growth Fund
     would have increased to $94,769 - a cumulative total  investment  return of
     279.08% since  January 4, 1993.  Without the deduction of the 3.00% maximum
     sales load, the value of The Chesapeake  Aggressive  Growth Fund would have
     increased  to $97,700 - a  cumulative  total  investment  return of 290.80%
     since  January 4, 1993.  The sales  load may be reduced or  eliminated  for
     larger purchases.

>>   At August 31, 2000, the value of a similar  investment in the S&P 500 Total
     Return  Index  would  have  increased  to  $101,959  - a  cumulative  total
     investment  return of 307.84% since  January 4, 1993;  while the value of a
     similar  investment in the Russell 2000 Index would have grown to $65,882 -
     a cumulative total investment  return of 163.53% since January 4, 1993. The
     Russell  2000  Index is used in the  graph  above  because  the  Investment
     Advisor feels that the Russell 2000 Index is a more accurate representation
     of The Chesapeake  Aggressive  Growth Fund's  investment  strategy than the
     NASDAQ  Industrials  Index.  The  Russell  2000 Index  replaces  the NASDAQ
     Industrials  Index used for illustrative  purposes in prior annual reports.
     For the fiscal year ended August 31, 2000, the investment in The Chesapeake
     Aggressive  Growth  Fund  would have  increased  in value by  $36,694;  the
     similar  investment in the Russell 2000 Index would have increased in value
     by $14,164;  and the similar  investment  in the NASDAQ  Industrials  Index
     would have increased in value by $25,002.

>>   Past  performance  is not a guarantee of future  results.  A mutual  fund's
     share price and investment return will vary with market conditions, and the
     principal  value of shares,  when redeemed,  may be worth more or less than
     the original  cost.  Average  annual total returns are historical in nature
     and measure net  investment  income and capital gain or loss from portfolio
     investments assuming reinvestments of dividends.

<PAGE>
<TABLE>
<S>  <C>  <C>                                                                                            <C>            <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                          August 31, 2000


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           Value
                                                                                                          Shares          (note 1)
------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - 98.79%

      Aerospace & Defense - 0.72%
        (a)BE Aerospace, Inc. ................................................................            140,700       $  2,277,581
                                                                                                                        ------------

      Apparel Manufacturing - 2.17%
        (a)Jones Apparel Group, Inc. .........................................................            281,900          6,906,550
                                                                                                                        ------------

      Biopharmaceuticals - 1.06%
        (a)CV Therapeutics, Inc. .............................................................             24,600          1,845,000
        (a)Progenics Pharmaceuticals, Inc. ...................................................             51,600          1,522,200
                                                                                                                        ------------
                                                                                                                           3,367,200
                                                                                                                        ------------
      Commercial Services - 0.80%
        (a)Edison Schools Inc. ...............................................................             82,000          2,542,000
                                                                                                                        ------------

      Computer Software & Services - 11.93%
        (a)Acclaim Entertainment, Inc. .......................................................              5,056              9,480
        (a)Acclaim Entertainment, Inc. - Non-Callable Warrants, expire 4/4/2002 ..............              3,779              1,323
        (a)Akamai Technologies, Inc. .........................................................             13,701          1,035,282
        (a)Art Technology Group, Inc. ........................................................             35,000          3,567,812
        (a)CheckFree Corp. ...................................................................             93,000          4,818,563
        (a)Cognizant Technology Solutions Corporation ........................................            130,900          5,595,975
        (a)Critical Path, Inc. ...............................................................             20,100          1,552,725
        (a)Diversinet Corp. ..................................................................             58,300            528,344
        (a)eXcelon Corporation ...............................................................            255,300          2,058,356
        (a)LifeMinders, Inc. .................................................................             63,000          1,890,000
        (a)McDATA Corporation ................................................................             75,000          8,067,187
        (a)Peregrine Systems, Inc. ...........................................................             85,800          2,740,238
        (a)Phone.com, Inc. ...................................................................             30,800          2,847,075
        (a)Verity, Inc. ......................................................................             71,200          3,257,400
                                                                                                                        ------------
                                                                                                                          37,969,760
                                                                                                                        ------------
      Computers - 2.83%
        (a)EMC Corporation ...................................................................             92,000          9,016,000
                                                                                                                        ------------

      Diversified Operations - 0.48%
        (a)Aura Systems, Inc. ................................................................          3,281,536          1,542,322
                                                                                                                        ------------

      Electrical Equipment - 1.03%
        (a)Veeco Instruments Inc. ............................................................             36,600          3,280,275
                                                                                                                        ------------






                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>  <C>  <C>                                                                                            <C>            <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                          August 31, 2000


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           Value
                                                                                                          Shares          (note 1)
------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - (Continued)

      Electronics - 10.79%
           CTS Corporation ............................................................                    46,500       $  2,386,031
        (a)Kopin Corporation ..........................................................                   111,500          3,728,281
        (a)Power-One, Inc. ............................................................                   178,200         28,233,562
                                                                                                                        ------------
                                                                                                                          34,347,874
                                                                                                                        ------------
      Electronics - Semiconductor - 23.82%
        (a)Amkor Technology, Inc. .....................................................                   112,200          3,828,825
        (a)Atmel Corporation ..........................................................                   176,600          3,532,000
        (a)Brooks Automation, Inc. ....................................................                    56,200          3,108,562
        (a)Credence Systems Corporation ...............................................                    66,100          3,870,981
        (a)DuPont Photomasks, Inc. ....................................................                    18,800          1,426,450
        (a)Galileo Technology Ltd. ....................................................                    60,000          1,766,250
        (a)Integrated Device Technology, Inc. .........................................                    45,100          3,957,525
        (a)International Rectifier Corporation ........................................                    40,000          2,517,500
        (a)Lam Research Corporation ...................................................                   103,700          3,123,963
        (a)LSI Logic Corporation ......................................................                   128,200          4,607,187
        (a)LTX Corporation ............................................................                   156,500          4,000,531
        (a)Novellus Systems, Inc. .....................................................                   101,100          6,223,969
        (a)MKS Instruments, Inc. ......................................................                    29,200          1,025,650
        (a)O2Micro International Limited ..............................................                   147,500          3,761,250
        (a)OmniVision Technologies, Inc. ..............................................                    69,100          3,109,500
        (a)Semtech Corporation ........................................................                    96,900         11,476,594
        (a)Three-Five Systems, Inc. ...................................................                    13,900            462,175
        (a)TriQuint Semiconductor, Inc. ...............................................                   253,900         14,043,844
                                                                                                                        ------------
                                                                                                                          75,842,756
                                                                                                                        ------------
      Financial - Consumer Credit - 1.57%
        (a)AmeriCredit Corp. ..........................................................                   181,600          5,005,350
                                                                                                                        ------------

      Financial - Non-Banks - 0.76%
           American Capital Strategies, Ltd. ..........................................                   100,800          2,406,600
                                                                                                                        ------------

      Financial Services - 1.99%
           SEI Investments Company ....................................................                    99,600          6,324,600
                                                                                                                        ------------

      Foreign - 0.55%
        (a)ASM International N.V ......................................................                    69,500          1,746,188
                                                                                                                        ------------

      Insurance - Life & Health - 1.03%
        (a)First Health Group Corp. ...................................................                   105,400          3,273,988
                                                                                                                        ------------



                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>  <C>  <C>                                                                                            <C>            <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                          August 31, 2000


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           Value
                                                                                                          Shares          (note 1)
------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - (Continued)

      Leisure Time - 0.45%
        (a)Bally Total Fitness Holding Corporation .......................................                 58,600       $  1,446,688
                                                                                                                        ------------

      Medical - Biotechnology - 4.45%
        (a)Gilead Sciences, Inc. .........................................................                 51,300          5,540,400
        (a)ILEX Oncology, Inc. ...........................................................                 74,600          2,461,800
        (a)Immunomedics, Inc. ............................................................                 61,500          1,537,500
        (a)Texas Biotechnology Corporation ...............................................                 85,700          1,505,106
        (a)Titan Pharmaceuticals, Inc. ...................................................                 66,600          3,126,037
                                                                                                                        ------------
                                                                                                                          14,170,843
                                                                                                                        ------------
      Medical - Hospital Management & Services - 3.78%
        (a)Caremark Rx, Inc. .............................................................                291,400          2,859,362
        (a)LifePoint Hospitals, Inc. .....................................................                231,400          6,970,925
        (a)Universal Health Services, Inc. ...............................................                 31,280          2,213,060
                                                                                                                        ------------
                                                                                                                          12,043,347
                                                                                                                        ------------
      Medical Supplies - 2.36%
        (a)Biomatrix, Inc. ...............................................................                108,700          2,309,875
           Biomet, Inc. ..................................................................                 84,750          2,865,609
        (a)PolyMedica Corporation ........................................................                 66,000          2,343,000
                                                                                                                        ------------
                                                                                                                           7,518,484
                                                                                                                        ------------
      Miscellaneous - Distribution & Wholesale - 1.23%
        (a)Getty Images, Inc. ............................................................                 58,700          2,465,400
        (a)Insight Enterprises, Inc. .....................................................                 29,150          1,464,788
                                                                                                                        ------------
                                                                                                                           3,930,188
                                                                                                                        ------------
      Miscellaneous - Manufacturing - 0.00%
        (a)Wilshire Technologies, Warrants, expire 11/28/2002 ............................                 11,956                  0
                                                                                                                        ------------

      Oil & Gas - Equipment & Services - 7.08%
           ENSCO International Incorporated ..............................................                110,600          4,410,175
        (a)Marine Drilling Companies, Inc. ...............................................                 81,100          2,235,319
           McDermott International, Inc. .................................................                142,200          1,093,163
        (a)Nabors Industries, Inc. .......................................................                 59,900          2,848,994
        (a)National-Oilwell, Inc. ........................................................                 79,400          2,754,188
        (a)Noble Drilling Corporation ....................................................                 35,900          1,741,150
        (a)Rowan Companies, Inc. .........................................................                171,400          5,313,400
        (a)Varco International, Inc. .....................................................                106,017          2,140,218
                                                                                                                        ------------
                                                                                                                          22,536,607
                                                                                                                        ------------
      Oil & Gas - Exploration - 0.87%
           EOG Resources, Inc. ...........................................................                 72,300          2,765,475
                                                                                                                        ------------



                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>  <C>  <C>                                                                                            <C>            <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                          August 31, 2000


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           Value
                                                                                                          Shares          (note 1)
------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - (Continued)

      Restaurants & Food Services - 1.11%
        (a)CEC Entertainment Inc. ......................................................                  122,000       $  3,530,375
                                                                                                                        ------------

      Retail - Automotive Parts - 0.27%
        (a)Sonic Automotive, Inc. ......................................................                   79,900            843,944
                                                                                                                        ------------

      Retail - Specialty Line - 1.32%
           Cash America International, Inc. ............................................                   81,400            610,500
        (a)Linens 'n Things, Inc. ......................................................                    4,000            108,000
        (a)Michaels Stores, Inc. .......................................................                   67,100          2,348,500
        (a)Zale Corporation ............................................................                   31,300          1,156,144
                                                                                                                        ------------
                                                                                                                           4,223,144
                                                                                                                        ------------
      Telecommunications - 3.57%
        (a)InterDigital Communications Corporation .....................................                   33,400            597,025
        (a)MRV Communications, Inc. ....................................................                   47,300          3,645,056
        (a)Pinnacle Holdings Inc. ......................................................                   56,000          2,254,000
        (a)Viasystems Group, Inc. ......................................................                   96,700          1,595,550
        (a)Western Wireless Corporation ................................................                   64,100          3,277,112
                                                                                                                        ------------
                                                                                                                          11,368,743
                                                                                                                        ------------
      Telecommunications Equipment - 8.65%
        (a)ANTEC Corporation ...........................................................                   85,000          3,065,312
        (a)Cable Design Technologies Corporation .......................................                   64,950          1,753,650
        (a)Comverse Technology, Inc. ...................................................                   35,920          3,302,395
        (a)Corvis Corporation ..........................................................                   56,000          5,813,500
        (a)DMC Stratex Networks, Inc. ..................................................                   97,700          2,497,456
        (a)Dynatech Corporation ........................................................                   50,000          1,950,000
        (a)International FiberCom, Inc. ................................................                  143,500          3,390,187
        (a)Netro Corporation ...........................................................                   58,300          4,817,038
        (a)Westell Technologies, Inc. ..................................................                   60,400            966,400
                                                                                                                        ------------
                                                                                                                          27,555,938
                                                                                                                        ------------
      Transportation - Air - 1.37%
        (a)Atlas Air, Inc. .............................................................                  100,550          4,348,788
                                                                                                                        ------------

      Transportation - Miscellaneous - 0.75%
        (a)American Freightways Corporation ............................................                   37,900            622,981
        (a)Swift Transportation Co., Inc. ..............................................                  103,300          1,762,556
                                                                                                                        ------------
                                                                                                                           2,385,537
                                                                                                                        ------------

           Total Common Stocks (Cost $165,330,555) .....................................                                 314,517,145
                                                                                                                        ------------



                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>  <C>  <C>                                                                                            <C>            <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                          August 31, 2000


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           Value
                                                                                                          Shares          (note 1)
------------------------------------------------------------------------------------------------------------------------------------

INVESTMENT COMPANY - 0.11%

      Evergreen Money Market Treasury Institutional Money
           Market Fund Institutional Service Shares .....................................                 349,806       $    349,806
           (Cost $349,806)                                                                                              ------------


Total Value of Investments (Cost $165,680,361 (b)) ......................................                   98.90 %     $314,866,951
Other Assets Less Liabilities ...........................................................                    1.10 %        3,501,348
                                                                                                           ------       ------------
      Net Assets ........................................................................                  100.00 %     $318,368,299
                                                                                                           ======       ============



      (a)  Non-income producing investment.

      (b)  Aggregate cost for federal income tax purposes is $166,180,711. Unrealized appreciation (depreciation) of investments for
           federal income tax purposes is as follows:

           Unrealized appreciation ......................................................                              $154,500,186
           Unrealized depreciation ......................................................                                (5,813,946)
                                                                                                                       ------------

                       Net unrealized appreciation                                                                     $148,686,240
                                                                                                                       ============

























See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<S>   <C>  <C>                                                                                                         <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                          August 31, 2000


ASSETS
      Investments, at value (cost $165,680,361) ........................................................                $314,866,951
      Income receivable ................................................................................                      21,434
      Receivable for investments sold ..................................................................                   3,621,392
      Receivable for fund shares sold ..................................................................                      20,345
                                                                                                                        ------------

           Total assets ................................................................................                 318,530,122
                                                                                                                        ------------

LIABILITIES
      Accrued expenses .................................................................................                      39,739
      Payable for fund shares redeemed .................................................................                      52,066
      Disbursements in excess of cash on demand deposit ................................................                      70,018
                                                                                                                        ------------

           Total liabilities ...........................................................................                     161,823
                                                                                                                        ------------

NET ASSETS
      (applicable to 12,004,911 shares outstanding; unlimited
       shares of no par value beneficial interest authorized) ..........................................                $318,368,299
                                                                                                                        ============

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
      ($318,368,299 / 12,004,911 shares) ...............................................................                $      26.52
                                                                                                                        ============

OFFERING PRICE PER SHARE
      (100 / 97% of $26.52) ............................................................................                $      27.34
                                                                                                                        ============

NET ASSETS CONSIST OF
      Paid-in capital ..................................................................................                $115,461,716
      Undistributed net realized gain on investments ...................................................                  53,719,993
      Net unrealized appreciation on investments .......................................................                 149,186,590
                                                                                                                        ------------
                                                                                                                        $318,368,299
                                                                                                                        ============










See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<S>   <C>  <C>   <C>                                                                                                 <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                       STATEMENT OF OPERATIONS

                                                     Year ended August 31, 2000


NET INVESTMENT LOSS

      Income
           Dividends ...................................................................................              $     581,912
                                                                                                                      -------------

      Expenses
           Investment advisory fees (note 2) ...........................................................                  4,108,081
           Fund administration fees (note 2) ...........................................................                    296,485
           Custody fees ................................................................................                     18,813
           Registration and filing administration fees (note 2) ........................................                      6,211
           Fund accounting fees (note 2) ...............................................................                     21,000
           Audit fees ..................................................................................                     16,271
           Legal fees ..................................................................................                     17,521
           Securities pricing fees .....................................................................                      7,445
           Shareholder servicing fees ..................................................................                     50,000
           Shareholder recordkeeping fees ..............................................................                     11,820
           Shareholder servicing expenses ..............................................................                     31,920
           Registration and filing expenses ............................................................                     10,598
           Printing expenses ...........................................................................                     31,161
           Trustee fees and meeting expenses ...........................................................                      7,492
           Other operating expenses ....................................................................                     35,000
                                                                                                                      -------------

                Total expenses .........................................................................                  4,669,818
                                                                                                                      -------------

                    Less expense reimbursements (note 4) ...............................................                    (60,488)
                                                                                                                      -------------

                    Net expenses .......................................................................                  4,609,330
                                                                                                                      -------------

                    Net investment loss ................................................................                 (4,027,418)
                                                                                                                      -------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

      Net realized gain from investment transactions ...................................................                 69,150,688
      Increase in unrealized appreciation on investments ...............................................                 81,009,617
                                                                                                                      -------------

           Net realized and unrealized gain on investments .............................................                150,160,305
                                                                                                                      -------------

                Net increase in net assets resulting from operations ...................................              $ 146,132,887
                                                                                                                      =============









See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<S>  <C>  <C>            <C>             <C>                        <C>                        <C>                       <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                Year ended              Year ended
                                                                                                August 31,              August 31,
                                                                                                   2000                    1999
------------------------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS

     Operations
          Net investment loss ......................................................           $ (4,027,418)           $ (4,041,891)
          Net realized gain (loss) from investment transactions ....................             69,150,688              (1,409,378)
          Increase in unrealized appreciation on investments .......................             81,009,617             119,786,543
                                                                                               ------------            ------------

              Net increase in net assets resulting from operations .................            146,132,887             114,335,274
                                                                                               ------------            ------------

     Distributions to shareholders from
          Net realized gain from investment transactions ...........................             (9,840,604)            (26,811,798)
                                                                                               ------------            ------------

     Capital share transactions
          Decrease in net assets resulting from capital share transactions (a) .....           (104,005,052)           (171,246,000)
                                                                                               ------------            ------------

                      Total increase (decrease) in net assets ......................             32,287,231             (83,722,524)


NET ASSETS

     Beginning of year .............................................................            286,081,068             369,803,592
                                                                                               ------------            ------------

     End of year ...................................................................           $318,368,299            $286,081,068
                                                                                               ============            ============


(a) A summary of capital share activity follows:

                                          ------------------------------------------------------------------------------------------
                                                        Year ended                                        Year ended
                                                      August 31, 2000                                   August 31, 1999

                                              Shares                   Value                    Shares                   Value
                                          ------------------------------------------------------------------------------------------

Shares sold .............................      1,386,502            $  32,432,167                2,212,958            $  34,202,677

Shares issued for reinvestment
     of distributions ...................        490,846                9,630,407                1,782,993               26,370,458
                                           -------------            -------------            -------------            -------------

                                               1,877,348               42,062,574                3,995,951               60,573,135

Shares redeemed .........................     (6,893,465)            (146,067,626)             (14,770,790)            (231,819,135)
                                           -------------            -------------            -------------            -------------

     Net decrease .......................     (5,016,117)           $(104,005,052)             (10,774,839)           $(171,246,000)
                                           =============            =============            =============            =============





See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<S>  <C>  <C>  <C>                                <C>             <C>              <C>               <C>               <C>

                                                THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                                                        FINANCIAL HIGHLIGHTS

                                            (For a Share Outstanding Throughout the Year)

------------------------------------------------------------------------------------------------------------------------------------
                                                   Year ended       Year ended       Year ended       Year ended       Year ended
                                                   August 31,       August 31,       August 31,       August 31,       August 31,
                                                      2000             1999             1998             1997             1996
------------------------------------------------------------------------------------------------------------------------------------

Net asset value, beginning of year .............  $      16.81     $      13.30     $      22.44     $      16.88     $      20.70

      Income (loss) from investment operations
           Net investment loss .................         (0.34)           (0.24)           (0.24)           (0.22)           (0.18)
           Net realized and unrealized gain (loss)
                on investments .................         10.72             4.89            (6.02)            6.84            (2.53)
                                                  ------------     ------------     ------------     ------------     ------------

                Total from investment operations         10.38             4.65            (6.26)            6.62            (2.71)
                                                  ------------     ------------     ------------     ------------     ------------

      Distributions to shareholders from
           Net realized gain from investment
                transactions ...................         (0.67)           (1.14)           (2.88)           (1.06)           (1.11)
                                                  ------------     ------------     ------------     ------------     ------------

Net asset value, end of year ...................  $      26.52     $      16.81     $      13.30     $      22.44     $      16.88
                                                  ============     ============     ============     ============     ============

Total return (a) ...............................         63.18 %          36.16 %         (32.12)%          41.14 %         (12.81)%
                                                  ============     ============     ============     ============     ============


Ratios/supplemental data

      Net assets, end of year ..................  $318,368,299     $286,081,068     $369,803,592     $613,488,902     $460,307,496
                                                  ============     ============     ============     ============     ============

      Ratio of expenses to average net assets
           Before expense reimbursements
                and waived fees ................          1.42 %           1.42 %           1.40 %           1.42 %           1.42 %
           After expense reimbursements
                and waived fees ................          1.40 %           1.39 %           1.40 %           1.42 %           1.42 %

      Ratio of net investment loss to average net assets
           Before expense reimbursements
                and waived fees ................         (1.24)%          (1.15)%           (1.15)%         (1.17)%          (1.05)%
           After expense reimbursements
                and waived fees ................         (1.23)%          (1.12)%           (1.15)%         (1.17)%          (1.05)%

      Portfolio turnover rate ..................         82.00 %         110.27 %           86.18 %        115.51 %         110.04 %



(a)   Total return does not reflect payment of a sales charge                         See accompanying notes to financial statements


</TABLE>
<PAGE>

                      THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The Chesapeake  Aggressive Growth Fund (the "Fund"),  formerly known as
         The Chesapeake  Growth Fund prior to November 1, 1997, is a diversified
         series of shares of beneficial interest of the Gardner Lewis Investment
         Trust (the "Trust").  The Trust is an open-end investment company which
         was  organized  in  1992  as a  Massachusetts  Business  Trust  and  is
         registered  under the  Investment  Company Act of 1940,  (the "Act") as
         amended.  The Fund began  operations on January 4, 1993. The investment
         objective  of  the  Fund  is  to  seek  capital   appreciation  through
         investments in equity  securities,  consisting  primarily of common and
         preferred  stocks and securities  convertible  into common stocks.  The
         following is a summary of significant  accounting  policies followed by
         the Fund:

         A.       Security  Valuation - The Fund's investments in securities are
                  carried at value.  Securities  listed on an exchange or quoted
                  on a national market system are valued at the last sales price
                  as of 4:00 p.m. New York time. Other securities  traded in the
                  over-the-counter  market  and listed  securities  for which no
                  sale was  reported  on that date are valued at the most recent
                  bid price.  Securities  for which  market  quotations  are not
                  readily available,  if any, are valued by using an independent
                  pricing  service or by  following  procedures  approved by the
                  Board of  Trustees.  Investment  companies  are  valued at net
                  asset value.  Short-term  investments are valued at cost which
                  approximates value.

         B.       Federal  Income Taxes - No provision has been made for federal
                  income taxes since it is the policy of the Fund to comply with
                  the  provisions  of the Internal  Revenue Code  applicable  to
                  regulated   investment   companies  and  to  make   sufficient
                  distributions of taxable income to relieve it from all federal
                  income taxes.

                  Net  investment  income (loss) and net realized gains (losses)
                  may differ for  financial  statement  and income tax  purposes
                  primarily because of losses incurred subsequent to October 31,
                  which are deferred for income tax  purposes.  The character of
                  distributions  made during the year from net investment income
                  or  net  realized   gains  may  differ  from  their   ultimate
                  characterization for federal income tax purposes. Also, due to
                  the timing of dividend distributions, the fiscal year in which
                  amounts  are  distributed  may  differ  from the year that the
                  income or realized gains were recorded by the Fund.

                  As a result of the Fund's  operating  net  investment  loss, a
                  reclassification adjustment of $4,027,418 has been made on the
                  statement of assets and  liabilities  to decrease  accumulated
                  net  investment  loss,  bringing  it  to  zero,  and  decrease
                  undistributed net short-term capital gains.

         C.       Investment Transactions - Investment transactions are recorded
                  on the trade date.  Realized  gains and losses are  determined
                  using the specific identification cost method. Interest income
                  is  recorded  daily on an accrual  basis.  Dividend  income is
                  recorded on the ex-dividend date.

         D.       Distributions to Shareholders - The Fund may declare dividends
                  annually,  payable on a date selected by the Trust's Trustees.
                  Distributions  to shareholders are recorded on the ex-dividend
                  date.  In  addition,  distributions  may be made  annually  in
                  November out of net realized gains through  October 31 of that
                  year. The Fund may make a supplemental distribution subsequent
                  to the end of its fiscal year ending August 31.



                                                                     (Continued)



<PAGE>

                      THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 2000



         E.       Use of Estimates - The preparation of financial  statements in
                  conformity  with  generally  accepted  accounting   principles
                  requires  management to make  estimates and  assumptions  that
                  affect  the  amounts  of  assets,  liabilities,  expenses  and
                  revenues reported in the financial statements.  Actual results
                  could differ from those estimates.


NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

         Pursuant  to an  investment  advisory  agreement,  Gardner  Lewis Asset
         Management (the "Advisor")  provides the Fund with a continuous program
         of supervision of the Fund's assets,  including the  composition of its
         portfolio,  and furnishes  advice and  recommendations  with respect to
         investments,   investment  policies,  and  the  purchase  and  sale  of
         securities.  As compensation  for its services,  the Advisor receives a
         fee at the annual rate of 1.25% of the Fund's average daily net assets.

         The   Fund's    administrator,    The    Nottingham    Company,    (the
         "Administrator"),  provides administrative services to and is generally
         responsible for the overall management and day-to-day operations of the
         Fund pursuant to a fund  accounting and  compliance  agreement with the
         Trust. As compensation for its services,  the Administrator  received a
         fee at the  annual  rate of 0.20% of the  Fund's  first $25  million of
         average daily net assets,  0.15% of the next $25 million, and 0.075% of
         average  daily net assets  over $50  million.  The  Administrator  also
         receives  a monthly  fee of $1,750  for  accounting  and  recordkeeping
         services.  The Administrator also charges for certain expenses involved
         with the daily valuation of portfolio securities.

         NC  Shareholder  Services,  LLC (the  "Transfer  Agent")  serves as the
         Fund's transfer,  dividend paying, and shareholder servicing agent. The
         Transfer  Agent  maintains the records of each  shareholder's  account,
         answers shareholder inquiries concerning accounts,  processes purchases
         and  redemptions  of Fund  shares,  acts as dividend  and  distribution
         disbursing agent, and performs other shareholder servicing functions.

         Capital Investment Group, Inc. (the "Distributor") serves as the Fund's
         principal  underwriter and  distributor.  The Distributor  receives any
         sales charges imposed on purchases of shares and re-allocates a portion
         of such charges to dealers  through whom the sale was made, if any. For
         the year ended August 31, 2000, the Distributor  retained sales charges
         in the amount of $951.

         Certain  Trustees  and  officers of the Trust are also  officers of the
         Advisor or the Administrator.


NOTE 3 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments  other than  short-term  investments
         aggregated  $263,977,620 and $380,974,215,  respectively,  for the year
         ended August 31, 2000.


NOTE 4 - EXPENSE REDUCTIONS

         The Advisor has transacted  certain  portfolio  trades with brokers who
         paid a portion of the Fund's  expenses.  For the year ended  August 31,
         2000, the Fund's expenses were reduced by $60,488 under this agreement.



                                                                     (Continued)

<PAGE>

                      THE CHESAPEAKE AGGRESSIVE GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 2000



NOTE 5 - DISTRIBUTIONS TO SHAREHOLDERS

         For federal  income tax  purposes,  the Fund must report  distributions
         from net realized  gain from  investment  transactions  that  represent
         long-term  and  short-term  capital gains to its  shareholders.  Of the
         total amount of $0.67 per share distributions for the year ended August
         31, 2000, $0.25 per share is classified as long-term  capital gains and
         $0.42 per share is classified as short-term capital gains. Shareholders
         should consult a tax advisor on how to report  distributions  for state
         and local income tax purposes.

<PAGE>



INDEPENDENT AUDITORS' REPORT

To the Board of Trustees of Gardner Lewis  Investment  Trust And Shareholders of
 The Chesapeake Aggressive Growth Fund:

We have  audited the  accompanying  statement of assets and  liabilities  of The
Chesapeake  Aggressive  Growth Fund (the  "Fund"),  including  the  portfolio of
investments, as of August 31, 2000, and the related statements of operations for
the year then ended, the statements of changes in net assets for the years ended
August 31,  2000 and 1999,  and the  financial  highlights  for each of the five
years in the  period  then  ended.  These  financial  statements  and  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of August 31, 2000, by correspondence with the custodian and
brokers;  where  replies  were not received  from  brokers,  we performed  other
auditing procedures.  An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Chesapeake  Aggressive  Growth  Fund as of August 31,  2000,  the results of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the  five  years  in the  period  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.



/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Princeton, New Jersery
September 22, 2000


<PAGE>



________________________________________________________________________________



                            THE CHESAPEAKE AGGRESSIVE
                                   GROWTH FUND

________________________________________________________________________________

                 a series of the Gardner Lewis Investment Trust
























                 This Report has been prepared for shareholders
                and may be distributed to others only if preceded
                     or accompanied by a current prospectus.






<PAGE>

                                     PART C
                                     ======

                                    FORM N1-A

                                OTHER INFORMATION


ITEM 23.  Exhibits
          --------

(a)      Amended and Restated Declaration of Trust.^4

(b)      Amended and Restated By-Laws.^4

(c)      Not Applicable.

(d)(1)   Investment Advisory Agreement for The Chesapeake Aggressive Growth Fund
         between  the Gardner  Lewis  Investment  Trust and Gardner  Lewis Asset
         Management, as Advisor.^1

(d)(2)   Investment  Advisory  Agreement for The Chesapeake  Growth Fund between
         the Gardner Lewis Investment Trust and Gardner Lewis Asset  Management,
         as Advisor.^2

(d)(3)   Investment  Advisory  Agreement  for The  Chesapeake  Core  Growth Fund
         between  the Gardner  Lewis  Investment  Trust and Gardner  Lewis Asset
         Management, as Advisor.^10

(e)(1)   Distribution  Agreement  for  The  Chesapeake  Aggressive  Growth  Fund
         between  the Gardner  Lewis  Investment  Trust and  Capital  Investment
         Group, Inc., as Distributor.^3

(e)(2)   Distribution  Agreement  for the  Chesapeake  Growth  Fund  between the
         Gardner Lewis Investment Trust and Capital  Investment Group,  Inc., as
         Distributor.^2

(e)(3)   Distribution  Agreement for the Chesapeake Core Growth Fund between the
         Gardner Lewis Investment Trust and Capital  Investment Group,  Inc., as
         Distributor.^10

(f)      Not Applicable.

(g)      Custodian  Agreement  between the  Registrant  and First Union National
         Bank, as Custodian.

(h)(1)   Fund   Accounting,   Dividend   Disbursing   &   Transfer   Agent   and
         Administration Agreement between the Gardner Lewis Investment Trust and
         The Nottingham Company, Inc., as Administrator.^1

(h)(2)   Amendment to the Fund Accounting,  Dividend Disbursing & Transfer Agent
         and Administration Agreement between the Gardner Lewis Investment Trust
         and The Nottingham Company, Inc., as Administrator.^6

(h)(3)   Amendment to the Fund Accounting,  Dividend Disbursing & Transfer Agent
         and Administration Agreement between the Gardner Lewis Investment Trust
         and The Nottingham Company, Inc., as Administrator.^7

(h)(4)   Amendment to the Fund Accounting,  Dividend Disbursing & Transfer Agent
         and Administration Agreement between the Gardner Lewis Investment Trust
         and The Nottingham Company, Inc., as Administrator.^10

(h)(5)   Amendment to the Fund Accounting,  Dividend Disbursing & Transfer Agent
         and Administration Agreement between the Gardner Lewis Investment Trust
         and The Nottingham Company, Inc., as Administrator.^11

(h)(6)   Fund  Accounting and Compliance  Administration  Agreement  between the
         Gardner Lewis  Investment  Trust and The Nottingham  Company,  Inc., as
         Administrator.^12

(h)(7)   Amendment  to  the  Fund   Accounting  and  Compliance   Administration
         Agreement between the Gardner Lewis Investment Trust and The Nottingham
         Company, Inc., as Administrator.

(h)(8)   Dividend  Disbursing and Transfer Agent  Agreement  between the Gardner
         Lewis  Investment Trust and NC Shareholder  Services,  LLC, as Transfer
         Agent.^12

(h)(9)   Amendment  to the Dividend  Disbursing  and  Transfer  Agent  Agreement
         between the Gardner Lewis Investment Trust and NC Shareholder Services,
         LLC, as Transfer Agent.

(h)(8)   Expense Limitation Agreement between Gardner Lewis Investment Trust and
         Gardner  Lewis Asset  Management  with respect to The  Chesapeake  Core
         Growth Fund.^13

(i)(1)   Opinion and Consent of Counsel.^11

(i)(2)   Consent of Dechert,  Counsel, with respect to Post-Effective  Amendment
         No. 19.^12

(i)(3)   Consent of Dechert,  Counsel, with respect to Post-Effective  Amendment
         No. 20.^13

(i)(4)   Consent of Dechert,  Counsel, with respect to Post-Effective  Amendment
         No. 21.^14

(i)(5)   Consent of Dechert, Counsel

(j)(1)   Consent of Deloitte & Touche LLP, Independent Public Accountants,  with
         respect to The Chesapeake Aggressive Growth Fund.

(j)(2)   Consent of Deloitte & Touche LLP, Independent Public Accountants,  with
         respect to The Chesapeake Growth Fund.^14

(j)(3)   Consent of Deloitte & Touche LLP, Independent Public Accountants,  with
         respect to The Chesapeake Core Growth Fund.^14

(k)      Not applicable.

(l)      Not applicable.

(m)      Distribution  Plan under Rule 12b-1 for the  Gardner  Lewis  Investment
         Trust regarding the Chesapeake Growth Fund Class A Investor Shares.^5

(n)      Amended and Restated Rule 18f-3 Multi-Class Plan.^12

(p)(1)   Code of Ethics for the Gardner Lewis Investment Trust.^14

(p)(2)   Code of Ethics for Gardner Lewis Asset Management.^14

(q)      Copy of Powers of Attorney.^8

-----------------------

   1.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment No. 4 on Form N-1A filed on December 21, 1993
         (File No. 33-53800).

   2.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 5 on Form N-1A filed on January 27, 1994
         (File No. 33-53800).

   3.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment No. 6 on Form N-1A filed on November 16, 1994
         (File No. 33-53800).

   4.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 7 on Form N-1A filed on February 3, 1995
         (File No. 33-53800).

   5.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 8 on Form N-1A filed on February 7, 1995
         (File No. 33-53800).

   6.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 9 on Form N-1A filed on October 26, 1995
         (File No. 33-53800).

   7.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No.  11 on Form  N-1A  filed on July 8, 1996
         (File No. 33-53800).

   8.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective Amendment No. 12 on Form N-1A filed on December 11, 1996
         (File No. 33-53800).

   9.    Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 13 on Form N-1A  filed on June 30,  1997
         (File No. 33-53800).

   10.   Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective Amendment No. 14 on Form N-1A filed on September 3, 1997
         (File No. 33-53800).

   11.   Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 15 on Form N-1A filed on October 9, 1997
         (File No. 33-53800).

   12.   Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 19 on Form N-1A filed on April 30,  1999
         (File No. 33-53800).

   13.   Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 20 on Form N-1A filed on January 3, 2000
         (File No. 33-53800).

   14.   Incorporated herein by reference to Registrant's Registration Statement
         Post-Effective  Amendment  No. 21 on Form N-1A  filed on June 30,  2000
         (File No. 33-53800).




ITEM 24.  Persons Controlled by or Under Common Control with the Registrant
          -----------------------------------------------------------------

         No person is controlled by or under common control with the Registrant.


ITEM 25.  Indemnification
          ---------------

         The  Amended  and  Restated  Declaration  of Trust  and  Bylaws  of the
Registrant  contain  provisions  covering  indemnification  of the  officers and
trustees. The following are summaries of the applicable provisions.

         The Registrant's Declaration of Trust provides that every person who is
or has been a trustee,  officer,  employee or agent of the  Registrant and every
person who serves at the  trustees'  request as director,  officer,  employee or
agent of another enterprise will be indemnified by the Registrant to the fullest
extent  permitted  by law against  all  liabilities  and  against  all  expenses
reasonably  incurred or paid by him in connection with any debt, claim,  action,
demand, suit, proceeding,  judgment, decree, liability or obligation of any kind
in which he becomes  involved as a party or otherwise or is threatened by virtue
of his  being  or  having  been a  trustee,  officer,  employee  or agent of the
Registrant or of another enterprise at the request of the Registrant and against
amounts paid or incurred by him in the compromise or settlement thereof.

         No  indemnification  will be  provided  to a trustee  or  officer:  (i)
against any liability to the Registrant or its shareholders by reason of willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office ("disabling  conduct");  (ii) with respect
to any  matter  as to which he shall,  by the  court or other  body by or before
which the proceeding was brought or engaged, have been finally adjudicated to be
liable  by  reason  of  disabling  conduct;  (iii)  in the  absence  of a  final
adjudication  on the  merits  that such  trustee  or  officer  did not engage in
disabling conduct, unless a reasonable determination, based upon a review of the
facts that the person to be indemnified is not liable by reason of such conduct,
is made by vote of a  majority  of a  quorum  of the  trustees  who are  neither
interested  persons  nor parties to the  proceedings,  or by  independent  legal
counsel, in a written opinion.

         The  rights of  indemnification  may be  insured  against  by  policies
maintained  by the  Registrant,  will be  severable,  will not  affect any other
rights to which any trustee,  officer, employee or agent may now or hereafter be
entitled,  will  continue  as to a person  who has  ceased  to be such  trustee,
officer,  employee,  or  agent  and  will  inure to the  benefit  of the  heirs,
executors and administrators of such a person; provided, however, that no person
may satisfy any right of indemnity or  reimbursement  except out of the property
of the  Registrant,  and no other  person will be  personally  liable to provide
indemnity  or  reimbursement  (except an  insurer or surety or person  otherwise
bound by contract).

         Article XIV of the  Registrant's  Bylaws  provides that the  Registrant
will  indemnify  each  trustee  and  officer  to the full  extent  permitted  by
applicable  federal,  state and local  statutes,  rules and  regulations and the
Declaration of Trust, as amended from time to time. With respect to a proceeding
against a trustee or officer brought by or on behalf of the Registrant to obtain
a judgment or decree in its favor,  the  Registrant  will provide the officer or
trustee with the same  indemnification,  after the same determination,  as it is
required to provide with respect to a proceeding  not brought by or on behalf of
the Registrant.

         This  indemnification  will be provided with respect to an action, suit
proceeding  arising from an act or omission or alleged act or omission,  whether
occurring  before or after  the  adoption  of  Article  XIV of the  Registrant's
Bylaws.


ITEM 26.  Business and other Connections of the Investment Advisor
          --------------------------------------------------------

         See the section  entitled  "Management of the Fund" in the Statement of
Additional Information for each fund and the Investment Advisor's Form ADV filed
with  the  Commission,  which  is  hereby  incorporated  by  reference,  for the
activities  and  affiliations  of the officers and  directors of the  Investment
Advisor who serves the same roles for the Registrant.  Except as so provided, to
the knowledge of Registrant,  none of the directors or executive officers of the
Investment  Advisor is or has been at any time during the past two fiscal  years
engaged  in  any  other  business,  profession,  vocation  or  employment  of  a
substantial  nature.  The  Investment  Advisor  currently  serves as  investment
advisor to numerous institutional and individual clients.


ITEM 27.  Principal Underwriter
          ---------------------

         (a) Capital  Investment  Group, Inc. is underwriter and distributor for
The  Chesapeake   Aggressive  Growth  Fund,  The  Chesapeake  Growth  Fund,  The
Chesapeake  Core Growth Fund,  Capital Value Fund, The Brown Capital  Management
Equity Fund,  The Brown  Capital  Management  Balanced  Fund,  The Brown Capital
Management Small Company Fund, The Brown Capital Management International Equity
Fund,  EARNEST  Partners Fixed Income Trust,  WST Growth Fund,  Blue Ridge Total
Return Fund, SCM Strategic Growth Fund, and Wisdom Fund.

         (b)
                                                                 POSITION(S) AND
NAME AND PRINCIPAL         POSITION(S) AND OFFICE(S) WITH        OFFICE(S)
BUSINESS ADDRESS           CAPITAL INVESTMENT GROUP, INC.        WITH REGISTRANT
================           ==============================        ===============

Richard K. Bryant          President                             None
17 Glenwood Avenue
Raleigh, N.C. 27622

E.O. Edgerton, Jr.         Vice President                        None
17 Glenwood Avenue
Raleigh, N.C.  27622

Delia Zimmerman            Secretary                             None
17 Glenwood Avenue
Raleigh, N.C.  27622

Con T. McDonald            Assistant Vice-President              None
17 Glenwood Avenue
Raleigh, N.C.  27622

W. Harold Eddins, Jr.      Assistant Vice-President              None
17 Glenwood Avenue
Raleigh, N.C.  27622

Richard S. Battle          Assistant Vice-President              None
17 Glenwood Avenue
Raleigh, N.C.  27622




(c)


<TABLE>
<S>                                     <C>                 <C>                 <C>                <C>
  ====================================== ================== ==================== ================== ==================
                                         Net Underwriting   Compensation on
                                         Discounts and      Redemption and       Brokerage          Other
  Name of Principal Underwriter          Commissions        Repurchases          Commissions*       Compensation
  ====================================== ================== ==================== ================== ==================

  Capital Investment Group, Inc.         $1,421             None                 None               None
  -------------------------------------- ------------------ -------------------- ------------------ ------------------
</TABLE>

      *  Total for The  Chesapeake  Aggressive  Growth  Fund and The  Chesapeake
         Growth Fund for their  fiscal  years ended August 31, 2000 and February
         29, 2000, respectively.


ITEM 28.  Location of Accounts and Records
          --------------------------------

         All account books and records not normally held by First Union National
Bank, the Custodian to the Registrant, are held by the Registrant in the offices
of The Nottingham  Company,  Fund Accountant and  Administrator;  NC Shareholder
Services,   Transfer  Agent  to  the  Registrant;  or  by  Gardner  Lewis  Asset
Management, the Advisor to the Registrant.

         The address of The Nottingham  Company is 105 North Washington  Street,
Post Office Box 69, Rocky Mount,  North Carolina  27802-0069.  The address of NC
Shareholder Services is 107 North Washington Street, Post Office Box 4365, Rocky
Mount, North Carolina 27803-0365.  The address of Gardner Lewis Asset Management
is 285  Wilmington-West  Chester  Pike,  Chadds Ford,  Pennsylvania  19317.  The
address of First Union  National Bank is 123 South Broad  Street,  Philadelphia,
Pennsylvania 19109.


ITEM 29.  Management Services
          -------------------

         The  substantive  provisions  of the  Fund  Accounting  and  Compliance
Administration  Agreement and the Dividend Disbursing & Transfer Agent Agreement
between the Registrant and The Nottingham  Company and NC Shareholder  Services,
respectively, are discussed in Part B hereof.


ITEM 30.  Undertakings
          ------------

         None



<PAGE>


                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Act of  1933,  as  amended
("Securities  Act"),  and the  Investment  Company Act of 1940, as amended,  the
Registrant  certifies that it meets all of the requirements for effectiveness of
this  registration  statement under Rule 485(b) under the Securities Act and has
duly caused this Post-Effective  Amendment No. 22 to its Registration  Statement
to be signed on its behalf by the undersigned,  thereto duly authorized,  in the
City of Rocky  Mount,  and State of North  Carolina  on this 2nd day of January,
2001.


GARDNER LEWIS INVESTMENT TRUST


By:  /s/ C. Frank Watson, III
    _____________________________
    C. Frank Watson, III
    Secretary


Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Post-Effective  Amendment No. 22 to the  Registration  Statement has been signed
below by the following persons in the capacities and on the date indicated.




                      *
_____________________________________________      Trustee
Jack E. Brinson                  Date


                      *
_____________________________________________      Trustee and Chairman,
W. Whitfield Gardner             Date              (Principal Executive Officer)


                      *
_____________________________________________      Trustee
Steve J. Kneeley                 Date


/s/ Julian G. Winters       January 2, 2001
_____________________________________________      Treasurer
Julian G. Winters                Date



* By:  /s/ C. Frank Watson, III              Dated: January 2, 2001
      ________________________________
      C. Frank Watson, III
      Attorney-in-Fact



<PAGE>

                  GARDNER LEWIS INVESTMENT TRUST EXHIBIT INDEX
                      (FOR POST-EFFECTIVE AMENDMENT NO. 22)
                      -------------------------------------


EXHIBIT NO.
UNDER PART C
OF FORM N-1A               DESCRIPTION
------------               -----------

    (g)            Custodian Agreement  between the Registrant  and First  Union
                   National Bank

   (h)(7)          Amendment to Fund  Accounting and  Compliance  Administration
                   Agreement between the  Registrant and The Nottingham Company,
                   Inc.

   (h)(9)          Amendment to Dividend Disbursing and Transfer Agent Agreement
                   between the Registrant and NC Shareholder Services, LLC

   (i)(5)          Consent of Dechert, Counsel

   (j)(1)          Consent  of   Deloitte  &  Touche  LLP,  Independent   Public
                   Accountants, with respect to The Chesapeake Aggressive Growth
                   Fund





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